Motomova (MTMV) 10-Q 2009 Q1 Quarterly report

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
		FORM 10-Q
(Mark One)
x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                                For the quarterly period ended March 31, 2009
		OR
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from __________ to ___________
		Commission File Number 333-141993
		PETROCORP INC. (Name of small business issuer in its charter)
Delaware				20-5134664
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
	1065 Dobbs Ferry Road White Plains, New York  10607 (Address of principal executive offices)
		(914) 674-4373 (Issuer's telephone number, including area code)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.          Large accelerated filer o   Accelerated filer o   Non-accelerated Filer o   Smaller reporting company x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o   No x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 22,680,000 shares of common stock, par value $.0001 per share, as of April 30, 2009.

PETROCORP INC.

REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

CONTENTS
PART I – FINANCIAL INFORMATION	3
Item 1 – Financial Statements	3
Item 2 – Management’s Discussion and Analysis or Plan of Operation	7
Item 3 – Controls and Procedures	11
PART II – OTHER INFORMATION	11
Item 1 – Legal Proceedings	11
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3 – Defaults Upon Senior Securities	11
Item 4 – Submission of Matters to a Vote of Security Holders	12
Item 5 – Other Information	12
Item 6 – Exhibits	12

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PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

PETROCORP INC.

(An Exploration Stage Company)

Consolidated Balance Sheets

ASSETS
	March 31,		December 31,
	2009		2008
	(Unaudited)
Current assets:
Cash	$	414,911	$	556,035
Revenue receivables		8,278		33,962
		423,189		589,997
Oil and gas properties (successful efforts method):
Developed		357,710		304,053
Undeveloped		1,764,071		1,189,840
		2,121,781		1,493,893
Total assets	$	2,544,970	$	2,083,890
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses	$	31,426	$	71,317
Notes payable to majority stockholder		1,344,433		734,058
		1,375,859		805,375
Stockholders’ equity:
Preferred stock; $.0001 par value; 1,000,000 shares
authorized; none issued or outstanding		--		--
Common stock; $.0001 par value; 100,000,000 shares
authorized; 22,680,000 and 22,680,000 shares issued
and outstanding, respectively		2,268		2,268
Additional paid-in capital		1,752,283		1,711,182
Deficit accumulated during exploration stage		(585,440)		(434,935)
		1,169,111		1,278,515
Total liabilities and stockholders’ equity	$	2,544,970	$	2,083,890

See notes to the consolidated financial statements.

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PETROCORP INC.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

					June 19, 2006
	Three Months Ended				(Inception) to
	March 31,				March 31,
	2009		2008		2009
Revenues:
Oil and gas	$	4,285	$		$	28,436
Costs and expenses:
Oil and gas		17,214				36,052
Depletion, depreciation and amortization		3,750				8,571
Exploration		58,739				64,448
Impairment of equipment						16,929
Salaries		30,000		30,000		160,000
Professional fees		26,457		26,200		203,425
General and administrative		7,833		4,036		69,677
Franchise taxes		164		5,750		9,150
		144,157		65,986		568,252
Loss from operations		(139,872)		(65,986)		(539,816)
Other income (expense):
Interest income		468				2,186
Interest expense		(11,101)		(6,564)		(47,810)
		(10,633)		(6,564)		(45,624)
Loss before income taxes		(150,505)		(72,550)		(585,440)
Provision for income taxes		--		--		--
Net loss	$	(150,505)	$	(72,550)	$	(585,440)
Net loss per common share -
basic and diluted	$	(0.01)	$	0.00
Weighted average number of
common shares outstanding -
basic and diluted		22,680,000		22,013,332

See notes to the consolidated financial statements.

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PETROCORP INC.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

					June19, 2006
	Three Months Ended				(Inception) to
	March 31,				March 31,
	2009		2008		2009
Cash flows from operating activities:
Net loss	$	(150,505)	$	(72,550)	$	(585,440)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Capital contribution						3,000
Depletion, depreciation and amortization		3,750				8,571
Exploration expenses		50,867				50,867
Impairment of equipment						16,929
Salary contribution		30,000		30,000		150,000
Interest contribution		11,101		6,564		47,451
Changes in operating assets and liabilities:
Revenue receivables		25,684				(8,278)
Accrued expenses		(39,891)		25,045		31,426
Net cash (used in) operating activities		(68,994)		(10,941)		(285,474)
Cash flows from investing activities:
Acquisition of oil and gas properties		(682,505)		(63,640)		(2,180,148)
Purchase of equipment						(18,000)
Net cash used in investing activities		(682,505)		(63,640)		(2,198,148)
Cash flows from financing activities:
Notes payable to majority stockholder		610,375				1,434,433
Repayment of notes to majority stockholder						(90,000)
Proceeds from sale of common stock				1,000,000		1,554,100
Net cash provided by financing activities		610,375		1,000,000		2,898,533
Net (decrease) increase in cash		(141,124)		925,419		414,911
Cash at beginning of period		556,035		827,755		--
Cash at end of period	$	414,911	$	1,753,174	$	414,911
Supplemental disclosure of cash flow information:
Cash paid for interest					$	359
Cash paid for taxes					$	--
Supplemental disclosure of noncash investing and
financing activities:
Capital contribution					$	3,000
Salary contribution	$	30,000	$	30,000	$	150,000
Interest contribution	$	11,101	$	6,564	$	47,451

See notes to the consolidated financial statements.

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PETROCORP INC.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Unaudited)

1.  Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.  In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included.  Operating results for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.  These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2008 and notes thereto contained in the Report on Form 10-K of the Company as filed with the United States Securities and Exchange Commission (the “SEC”) on April 9, 2009.

2.  Exploration Stage Company

The Company is an exploration stage company as defined by SFAS No 7 “Accounting and Reporting by Development Stage Enterprises”.  The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not yet commenced.  All losses since inception have been considered part of the Company’s exploration stage activities.

3.  Related Party Transactions

On March 31, 2009, the Company purchased 171 oil and gas lease interests totaling 3,827 gross (2,666 net) acres in Okfuskee and Okmulgee Counties, Oklahoma from CH4 Energy, Inc., a company controlled by Soladino Investments SA (“Soladino”) at a cost of $583,823.  The Company reimbursed Soladino for its historic costs (acreage) by issuing a secured, non-interest bearing note, payable on demand for $583,823 and assumed responsibility for all further costs.  The leases are held in the name of Frontier Land, Inc. as fiduciary trustee for the benefit of the Company’s subsidiary Petrocorp (Oklahoma) Inc.

At March 31, 2009, the Company has $1,317,881 in unsecured, non-interest bearing notes (two), payable on demand with its majority stockholder Soladino.  During the three month period ended March 31, 2009 the Company recorded interest expense of $11,101.  Interest is computed at an implied rate of 6% and this amount was recorded as a capital contribution by the Company.

The Company was provided management services by its president, Mr. Fitzsimons during the quarter at no cost.  The Company recorded the $30,000 estimated value of these services as compensation expense and as a capital contribution.  At March 31, 2009, Mr. Fitzsimons has advanced the Company $26,552 which subsequently has been repaid.

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Item 2 – Management’s Discussion and Analysis or Plan of Operation

References to “Company”, “we” or “us” refer to Petrocorp Inc., unless the context requires otherwise.

Forward Looking Statements

The following is provided to supplement, and should be read in conjunction with, our financial statements and the accompanying notes included in our Form 10-K as of December 31, 2008.  This report contains forward-looking statements and information relating to us that is based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others:

● the quality of our properties with regard to, among other things, the existence of reserves in economic quantities;

● uncertainties about the estimates of reserves;

● our ability to increase our production and oil and natural gas income through exploration and development;

● the number of well locations to be drilled and the time frame within which they will be drilled;

● the timing and extent of changes in commodity prices for natural gas and crude oil;

● domestic demand for oil and natural gas;

● drilling and operating risks;

● the availability of equipment, such as drilling rigs and transportation pipelines;

● changes in our drilling plans and related budgets;

● the adequacy of our capital resources and liquidity including, but not limited to, access to additional borrowing capacity; and

● risks and uncertainties described in the Risk Factors section or elsewhere in our Annual Report on Form 10-K.

Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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Business Overview

Petrocorp Inc. was incorporated on June 19, 2006 under the laws of the State of Delaware.  Prior to September 2007, the Company’s business model provided telephonic conferencing services to businesses, organizations and individuals in North America.  Due to capital constraints and because its executives could no longer serve the Company without compensation, the Company decided to change its business directions.

We are an exploration stage Company engaged in the acquisition, exploration and production, if warranted, development of prospective oil and gas properties.  We plan to conduct exploration work on each of our current and future properties in order to ascertain whether any of them possess commercially exploitable quantities of oil and gas reserves.  The Company has significant lease holdings on the North Slope of Alaska, the Canadian Provinces of Alberta and Quebec, permit applications pending in Italy and Netherlands, and oil and gas production in Oklahoma.

Our office is located at 1065 Dobbs Ferry Road, White Plains, NY 10607 and our telephone number is (914) 674-4373.  Our web-site address is http://petrocorp.us.

Plan of Operation

Our plan of operation is to conduct exploration work on each of our current and future properties in order to ascertain whether any of them possess commercially exploitable quantities of oil and gas reserves. There is no assurance that a commercially viable oil and gas reserve exists on any of our current and future properties, and a great deal of further exploration will be required before a final evaluation as to the economic feasibility for our future exploration is determined. To date, we do not know if any economically viable oil and gas reserves exist on any of our current or future properties and there is no assurance that we will discover any.

            Alaska

On October 25, 2007, Union Energy (Alaska) LLC (“UEA”), our subsidiary, was the winning bidder for tracts 254, 258 and 259 in the North Slope Areawide 2007 Competitive Oil and Gas Lease Sale.  The leases, covering 14,680 net acres, were issued on August 1, 2008, with a term of seven years and subject to a 12.5% royalty interest in favor of the State of Alaska.  UEA paid a total of $380,021 to the State of Alaska in respect of the leases.  These tracts are contiguous and the Company believes, based upon current available geological data and maps from the public domain, to contain the Kavik gas field, discovered in 1969, which has been evaluated in detail by the U.S. Department of the Interior, U.S Geological Survey ("USGS").

On February 27, 2008, UEA was the winning bidder for tracts 922, 923, 927, 988, 989, 990, 991, 992 and 925 in the State of Alaska North Slope Foothills Areawide 2008 Competitive Oil and Gas Lease Sale. The leases, covering 9,600 net acres, were issued on September 1, 2008, with a term of 10 years and subject to a 12.5% royalty interest in favor of the State of Alaska.  UEA paid a total of $59,565 to the State of Alaska in respect of the leases.  These tracts are contiguous and the Company believes, based upon current available geological data and maps from the public domain, to contain the East Kurupa gas field, discovered by Texaco in 1976.  The USGS has been studying the potential for unconventional over-pressured, continuous gas deposits in the Colville basin that contains the Kurupa anticline and is now interpreting the East Kurupa well to have encountered a thick section of over-pressured gas in Brookian strata.

The Alaska leases are in areas which the Company believes are promising for gas production although the Company does not make any representations as to their future production, if any.  Furthermore, any gas recovered from our Alaska leases will not be salable unless or until a proposed North Slope gas pipeline is completed.  We have retained Frontier Land Inc. (an established land firm and a member of the American Association of Professional Landmen) to conduct negotiations with other leaseholders regarding their acreage and to acquire other land interests within the vicinity of our tracts.

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            Oklahoma

On August 12, 2008, the Company acquired from its President, James Fitzsimons, a 50% working interest (41.25% net revenue interest) in the Snake Creek prospect, a 3,200 gross (3,022 net) acre gas development project located in northern Okmulgee County.  The Company reimbursed Mr. Fitzsimons for his historic costs (acreage and drilling) by issuing a secured, non-interest bearing note, payable on demand for $210,917 and assumed responsibility for all further costs.

On November 30, 2008, the Company acquired from Mr. Fitzsimons, a 100% working interest (81.25% net revenue interest) in the Spanish Peak prospect, a 2,041 gross (900 net) acre gas development project located in Okmulgee County, Oklahoma.  The Company reimbursed Mr. Fitzsimons for his historic costs (acreage) by issuing a secured, non-interest bearing note, payable on demand for $173,141 and assumed responsibility for all further costs.

On March 31, 2009, the Company purchased 171 oil and gas lease interests totaling 3,827 gross (2,666 net) acres in Okfuskee and Okmulgee Counties, Oklahoma from CH4 Energy, Inc., a company controlled by Soladino Investments SA at a cost of $583,823.  The Company reimbursed Soladino for its historic costs (acreage) by issuing a secured, non-interest bearing note, payable on demand for $583,823 and assumed responsibility for all further costs.

The Company’s Okfuskee and Okmulgee County oil and gas leases are near oil and gas fields with proved developed production and within the general area of the “Woodford shale play”.  We have retained Keith Summar (a member of the American Association of Petroleum Geologists) as a consultant to assist us in our Oklahoma operations.

            Alberta, Canada

On May 14, 2008, the Company was the winning bidder in a Crown Land sale for eight contiguous sections (totaling 5,120 acres) of oil sands leases in the Peace River Oil Sands Area of northern Alberta, Canada.  The bids totaled $250,000 and the leases were issued by Alberta Energy on May 15, 2008, with a term of 15 years.

            Quebec, Canada

On February 4, 2009, the Government of Quebec awarded the Company seven oil and gas exploration licenses – 2009P462 to 2009PG468 – all located in the St. Lawrence Lowlands area.  The seven Quebec licenses cover a total net surface area of 114,045 hectares (281,593 acres) and have an initial term of five years.  The Company has committed to a five-year work program with minimum expenditures of (expressed in Canadian dollars): $0.50 per hectare in the first year; $1.00 per hectare in the second year; $1.50 per hectare in the third year; $2.00 per hectare in the fourth year; and $2.50 per hectare in the fifth year.

            Italy

On January 20, 2009, the Government of Italy made the preliminary awards of the competitive oil and gas exploration licenses, “Fiorenzuola D'Arda” located in the Po Valley and “Montottone” located in the Marche region, in favor of Mac Oil SpA, our subsidiary.  On March 24, 2009, the Government of Italy made the preliminary award of the competitive oil and gas exploration license, “Melzo” located in the Po Valley, again in favor of Mac Oil SpA. The three Italy licenses cover a net surface area of 115,760 hectares (285,827 acres).

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The Company also has two competitive oil and gas exploration license applications pending awaiting adjudication by the Ministry of Economic Development in Italy covering a net surface area of 27,240 hectares (67,259 acres).

            Netherlands

The Company has one license application pending covering a net surface area of 68,284 hectares (168,602 acres).

Internationally, we have retained Daniele Albisetti and Christian Ceppi (members of the Swiss Geological Society, the Società Geologica Italiana (Italian Geological Society) and the Geological Association of Canada) as consultants to assist us in our operations.

Results of Operations

For the quarter ended March 31, 2009, we had revenues of $4,285, oil and gas exploration costs of $79,703 and incurred a loss of $150,505, as compared to no revenues and a loss of $72,550 in 2008.  During the 2009 quarter, the Company paid compensation to its President of $30,000 which was recorded as a capital contribution by the Company and professional fees of $26,457, which related primarily to the development of the Company’s business plan and costs associated with being a public company, as compared to $26,200 for the 2008 quarter.  Also during the 2009 quarter, the Company paid general and administrative expenses of $7,833, which included rent, telephone and other office costs, as compared to $4,036 for the 2008 quarter.  Interest expense of $11,101 was computed on the officer/stockholder loans at an implied rate of 6% and this amount was recorded as a capital contribution by the Company during the quarter.

Liquidity and Capital Resources

Our Company's principal cash requirements are for exploration expenses which we anticipate will rise as we proceed to determine the feasibility of developing our current or future property interests.  As of March 31, 2009, we had cash of $414,911 and working capital of $391,763.  Our net cash provided by financing activities during the period from our inception to March 31, 2009 was $2,898,533.

On March 31, 2009, the Company purchased 171 oil and gas lease interests totaling 3,827 gross (2,666 net) acres in Okfuskee and Okmulgee Counties, Oklahoma from CH4 Energy, Inc., a company controlled by Soladino Investments SA (“Soladino”) at a cost of $583,823.  The Company reimbursed Soladino for its historic costs (acreage) by issuing a secured, non-interest bearing note, payable on demand for $583,823 and assumed responsibility for all further costs.

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At March 31, 2009, the Company has $1,317,881 in unsecured, non-interest bearing notes (two), payable on demand with its majority stockholder Soladino.  The notes are secured by the Company’s oil and gas leases.

We anticipate that additional funding will be provided in the form of equity financing from the sale of our common stock or loans from directors. We cannot provide investors with any assurance that additional funds will be raised.  Currently, we do not have any arrangements in place for future equity financings.

Critical Accounting Policies

Financial Reporting Release No. 60 of the SEC encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of the financial statements.  There are no current revenue generating activities that give rise to significant assumptions or estimates.  Our most critical accounting policies relate to the accounting and disclosure of related party transactions.  Our financial statements filed as part of our December 31, 2008 Annual Report include a summary of the significant accounting policies and methods used in the preparation of our financial statements.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Item 3.  Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Financial Officer and President, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q.  Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of March 31, 2009, our disclosure controls and procedures are effective to satisfy the objectives for which they are intended.

There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the fiscal quarter covered by this report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

The Company is not currently a party to any legal proceedings.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 – Defaults Upon Senior Securities

None.

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Item 4 – Submission of Matters to a Vote of Security Holders

None.

Item 5 – Other Information

None.

Item 6 – Exhibits

The following documents are filed as part of this Report.

Exhibit Number	Exhibit Description
31.1	Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer.  **
31.2	Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer.  **
32.1	Section 1350 Certification by the Principal Executive Officer.  **
32.2	Section 1350 Certification by the Principal Financial Officer.  **

** Filed herewith

SIGNATURE

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

                                                                                                             PETROCORP INC.

Date: May 12, 2009

                                                                                                             By:   /s/ James Fitzsimons

                         James Fitzsimons, President

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