THE O'NEAL LAW FIRM, P.C.
17100 East Shea Boulevard
Suite 400-D
Fountain Hills, Arizona 85268
(480) 812-5058 (Tel)
(480) 816-9241 (Fax)
November 23, 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 (Third Amendment)
File No. 333-123989
Filed August 18, 2005
Dear Ms. Reilly:
We are writing in response to your comment letter dated November 17, 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. Website - Pursuant to the reviewers' comment, the entire reference has
been removed.
2. Website - No remaining reference pertains to the words "Oklahoma
Geological Survey" at the Company's website. Any reference thereto has
been removed.
3. Number of Shares Outstanding, page 6 - The error in the table of the
previously titled section as at June 30, 2005 has been corrected to
conform with the number of shares outstanding at June 30, 2005 which
was 10,167,700. In addition the table figures have been updated for
the statement period ended September 30, 2005.
4. Risk Factors, page 8 - We are a new entrant into the oil and gas
industry without profitable operating history and no proved developed
producing reserves. The mitigating language about the Fletcher Lewis
report has been removed from the above outlined risk statement.
5. Management's Discussion and Analysis, page 20 - Disclosure regarding
the Company's communications program including its direct mail program
has been relocated to the "Currrent Business Operations" section of
the registration statement. Notwithstanding this change, Company
management has abandoned the shareholder communications program
involving direct mail (see comment 6 below).
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6. Liquidity and Capital Resources, page 23 - The Company's answer to the
comment regarding information respecting the planned shareholder
communication program is that the image advertising related
communication will not violate securities laws as it will not relate
to an offering of securities and thus will not affect any exemption
for private offerings, nor be required to include registration
statement level disclosures as unconnected to pending public
offerings. Legal assistance would be acquired to ensure such a program
would be implemented and conducted in a manner that is consistent with
the rules and regulations of applicable federal and state securities
laws. Notwithstanding the Company's position in this regard, but
consistent with the reviewer's perception of such a shareholder
communications program, the Company has abandoned all aspects of the
shareholder direct mail communication program and is in the process of
attempting to rescind previously contracted services of American News
Publishing, Inc. The Company will apply to American News Publishing,
Inc. for a return of unexpended funds relating to the direct mail
program. Disclosure has been updated in the registration statement
accordingly.
7. Liquidity and Capital Resources, page 24 - The Company will not be
proceeding with the contracted services with American News Publishing,
Inc. and has applied for a return of unexpended amounts provided by
the Company to American News Publishing, Inc. As a result the
reviewer's comment is no longer applicable.
8. Liquidity and Capital Resources, page 24 - The Company will not be
proceeding with the contracted services with American News Publishing,
Inc. The reference cited by the reviewer has been accordingly deleted.
9. Liquidity and Capital Resources, page 24 - The Company will not be
proceeding with the contracted services with American News Publishing,
Inc. The reference cited by the reviewer has been deleted accordingly.
However, as provided in the registration statement, there are no
affiliations between American News Publishing Inc. and the Company, or
any officer, director, or shareholder or any affiliates therefrom with
exceptions 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.
10. Liquidity and Capital Resources, page 23 - further page 25, twelfth
paragraph - Meaning of "qualified readers". The Company will not be
proceeding with the contracted services with American News Publishing,
Inc. The reference cited by the reviewer has been deleted accordingly.
11. Current Business Operations, page 31 - The term "working interest" has
been defined per the comment of the reviewer in the first paragraph of
the above titled section. In addition, the term "net revenue interest"
has been defined in the same section.
12. Summary of Terms of Leases, page 32 - The last paragraph of the above
noted section outlines payments made after December 31, 2004, as
material obligations made after 2004 year end, and not as erroneously
listed as December 31, 2005. The date error has been corrected in the
above noted paragraph. There will be no payments made a second time.
The disclosure in the eighth paragraph of the "Liquidity and Capital
Resources" section is now consistent.
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13. Director, Executive Officers, Promoters, and Control Persons, page 38
- The two sections pertaining to employment histories of directors and
officers have been combined into a single section per the reference
provided by the reviewer.
14. Director, Executive Officers, Promoters, and Control Persons, page 38
- Beginning and ending dates of affiliation of directors and officers
of the Company are added where previously absent in the above titled
section.
15. Director, Executive Officers, Promoters, and Control Persons, page 38
- Steve Jewett and Grant Atkins are self employed as independent
proprietors providing accounting/tax and management/financial/project
coordination consulting services respectively. Neither currently
utilize corporate entities to provided respective consulting services.
Bruce Horton provides accounting and financial management consulting
either directly or through Calneva Financial Services Ltd. The above
disclosures with reference to Bruce Horton and Steve Jewett have been
modified to include additional disclosure the above referenced
section.
16. Certain Relationships and Related Transactions, page 40 - The
affiliations outlined in the "Liquidity and Capital Resources" section
pertaining to International Market Trend, Inc. and American News
Publishing Inc. are also now disclosed in the above referenced title.
17. Certain Relationships and Related Transactions, page 39 - The section
referencing Humphreys and Paluca Petroleum, Inc. has been modified to
include the statements referencing that "Some of the services to be
provided by Humphreys to the Company in the future, may be provided by
Paluca Petroleum, Inc."
18. Exhibits - The exhibit index and exhibit title reference has been
changed in accordance with the reviewers comment reflecting that the
Fletcher Lewis consent is Exhibit 4.6.
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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/s/William D. O'Neal
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