THE O'NEAL LAW FIRMS, P.C.
17100 East Shea Boulevard
Suite 400-D
Fountain Hills, Arizona 85268
(480) 812-5058 (Tel)
(480) 816-9241 (Fax)
September 27, 2005
Susann Reilly
Securities and Exchange Commission
100 F Street, N.W.
Mail Stop 3561
Washington, D.C. 20549
Re: Morgan Creek Energy Corp.
Registration Statement on Form SB-2 (Second Amendment)
File No. 333-123989
Filed August 18, 2005
Dear Ms. Reilly:
We are writing in response to your comment letter dated September 26, 2005 in
connection with the above-referenced filing. The numbered responses below
correspond to your numbered comments based upon the clean copy provided to you.
1. "Operations" page of Company Website - The Company website has been modified
to include the source that provides the basis to the cited information from the
Oklahoma Geological Survey ("OGS"). The source documents have been filed
supplementally that include an OGS database of over 3,800 CBM well completions
to the current date and a report downloaded from the OGS entitled Coalbed
Methane: Economic Success in the Arkoma Basin, Oklahoma, Brian J. Cardott,
Oklahoma Geological Survey, Energy Center, Room N-131, 100 East Boyd Street,
Norman, OK 73019-0628.
In addition, the text in question on the website has been modified to exclude
reference to the Company's leases. The original reference was intended to
provide general context to introduce the Arkoma Basin area in the State of
Oklahoma and its gas bearing coal bed methane well completions, of which
management believes its leases were amongst - such inference has been deleted.
Management of the Company estimates that there are at least 50 CBM well
completions in counties in close proximity to the Company's lease prospects
according to references made to the OGS database.
The revised text on the website now reads:
"The geologic region where Morgan Creek is fixing its exploration initiatives is
one of the most prolific coal-based gas producing areas in the entire United
States. According to the Oklahoma Geological Survey, 865 (40%) of the 2,179 CBM
completions in Oklahoma from 1988 to 2002 were located in the Arkoma Basin (1).
An average of 153 horizontal CBM wells completed in Hartshorne coal have
provided initial production that averages 0.418 MMCF per day.
Morgan Creek Energy is an early participant in the move toward greater diversity
in natural gas production from a variety of alternative, unconventional
sources."
2. Summary of Financial Data, page 6 - Balance sheet amounts have been revised
in sections noted to conform with financial information as at December 31, 2004
and June 30, 2005.
3. Risk Factors, page 8, Sale of a substantial number of shares of our common
stock into the public market ... page 8 - Exhibit 4.5 has been deleted from the
registration statement, and such exhibit has been provided supplementally. (Note
possible reference error with respect to this item as Risk Factors on page 8 do
not reference Exhibit 4.5).
4. Our officers and directors may be subject to conflicts of interest, page 16 -
Individuals relating to potential conflicts of interest have been identified
along with companies with which they are associated where an active conflict may
exist; such information is also provided in the section entitled, "Directors,
Executive Officers, Promoters, and Control Persons".
5. Management's Discussion and Analysis, page 20 - A discussion as to the
Company's rationale in determining to expend a material portion of their initial
resources on items listed on pages 24 to 26 as opposed to leasehold development
expenditures has been included in Management's Discussion and Analysis.
Additionally, management provides that the funding of a communications program
does not preclude the Company from incurring development expenditures on its
leases as planned; proceeding with its current strategy better positions the
Company to obtain follow on capital for its oil and gas developments.
6. Management's Discussion and Analysis, page 20 - Additional detail on the
Company's direct mail program has been added to the Management's Discussion and
Analysis section.
7. Management's Discussion and Analysis, Expand the disclosure on page 26 - As
described in page 26 - There are no affiliations between any of the recipients
of funds provided to either American News Publishing Inc. or International
Market Trend, Inc. and the Company, or any officer, director, or shareholder or
any affiliates therefrom. The relations as they exist are as follows:
Richard Elliot Square is an officer and director of a shareholder of the Company
owning 30,000 shares of common stock, and an officer and director of American
News Publishing Inc.
Brent Pierce is an officer and director of a shareholder of the Company owning
500,000 shares of common stock, and an officer and director of International
Market Trend, Inc.
Dana Pierce is a shareholder of the Company owning 125,000 shares of common
stock and is related to Brent Pierce who is an officer and director of a
shareholder of the Company owning 500,000 shares of common stock, and an officer
and director of International Market Trend, Inc.
8. Description of Business, page 29... Current Business Operations, page 29 -
Statement cited has been removed from the first paragraph.
9. Description of Business, page 29... Current Business Operations, page - The
type of interest the company acquired in the two properties has been added to
the first paragraph.
10. Coal Bed Methane Gas, page 29 - Last paragraph cited has been removed from
the first paragraph.
11. Summary of Terms and Leases, page 36 - We can find no reference to any
incorrect date in the document.
12. Directors, Executive Officers, Promoters, and Control Persons, page 36 -
Disclosure that is promotional in nature with respect to officers and directors
has been removed.
Please do not hesitate to contact us if you have any further questions.
Very truly yours,
/s/William D. O'Neal
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William D. O'Neal