	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 June 30, 2011
		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 July 31, 2011.

PETROCORP INC.

REPORT ON FORM 10-Q

			Page

PART I	-	FINANCIAL INFORMATION	3
Item 1	-	Financial Statements	3
Item 2	-	Management’s Discussion and Analysis or Plan of Operation	8
Item 3	-	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4T	-	Controls and Procedures	11

PART II	-	OTHER INFORMATION	14
Item 1	-	Legal Proceedings	14
Item 2	-	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3	-	Defaults Upon Senior Securities	14
Item 4	-	Submission of Matters to a Vote of Security Holders	14
Item 5	-	Other Information	14
Item 6	-	Exhibits	14

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

PETROCORP INC.

(An Exploration Stage Company)

Consolidated Balance Sheets

	June 30,		December 31,
	2010		2010
	(Unaudited)
ASSETS
Current assets:
Cash	$	32,705	$	29,404
Revenue receivables		-		2,958
Total current assets		32,705		32,362

Oil and gas properties (successful efforts method):
Unproved acreage		327,500		327,500
Less depletion, depreciation and amortization		(66,250)		(56,250)
		261,250		271,250

Total assets	$	293,955	$	303,612


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	22,055	$	17,377
Notes payable to majority stockholder		999,950		949,950
Total current liabilities		1,022,005		967,327

Stockholders’ deficit:
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 shares issued and outstanding		2,268		2,268
Additional paid-in capital		2,368,008		2,279,259
Deficit accumulated during the exploration stage		(3,098,326)		(2,945,242)
		(728,050)		(663,715)

Total liabilities and stockholders’ deficit	$	293,955	$	303,612


See accompanying notes to the consolidated financial statements.

PETROCORP INC.

(An Exploration Stage Company)

Consolidated Statements of Operations (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,				June 19, 2006 (inception) to June 30,
	2011		2010		2011		2010		2011

Revenues earned during the exploration stage	$	19,866	$	30,859	$	54,661	$	61,769	$	259,071

Cost of revenues earned during the exploration stage:
Oil and gas operating costs		19,004		15,070		35,664		37,630		213,740
Exploration costs		-		10,446		-		16,363		169,374
Depletion, depreciation and amortization		5,000		7,500		10,000		15,000		66,250
Production taxes		1,430		2,222		3,935		4,447		18,651
		25,434		35,238		49,599		73,440		468,015

Gross profit (loss)		(5,568)		(4,379)		5,062		(11,671)		(208,944)

Operating expenses:
Salary - president and majority stockholder		30,000		30,000		60,000		60,000		420,000
Professional fees - CFO and secretary		25,500		25,500		51,000		51,000		355,706
Professional fees - audit and reviews		15,000		12,500		15,000		18,500		80,500
Professional fees - foreign		-		-		-		-		150,342
General and administrative expenses		2,434		8,035		3,397		14,817		139,244
Impairment charges		-		-		-		-		1,557,607
		72,934		76,035		129,397		144,317		2,703,399

Loss from operations		(78,502)		(80,414)		(124,335)		(155,988)		(2,912,343)

Other (income) expenses:
Gain from sale of marketable securities		-		-		-		(10,030)		(10,030)
Interest income		-		-		-		(1)		(2,447)
Interest expense		-		-		-		-		359
Interest expense - related parties		14,499		15,435		28,749		31,935		196,501
		14,499		15,435		28,749		21,904		184,383

Loss before income taxes		(93,001)		(95,849)		(153,084)		(177,892)		(3,096,726)

Provision for income taxes		-		-		-		-		1,600

Net loss	$	(93,001)	$	(95,849)	$	(153,084)	$	(177,892)	$	(3,098,326)

Net loss per common share -
basic and diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)

Weighted average common shares outstanding -
basic and diluted		22,680,000		22,680,000		22,680,000		22,680,000

See accompanying notes to the consolidated financial statements.

PETROCORP INC.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,				June 19, 2006 (inception) to June 30,
	2011		2010		2011

Cash flows from operating activities:
Net loss	$	(153,084)	$	(177,892)	$	(3,098,326)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depletion, depreciation and amortization		10,000		15,000		67,321
Impairment charges						1,557,607
Salary contribution		60,000		60,000		420,000
Interest contribution		28,749		31,935		196,501
Changes in operating assets and liabilities:
Revenue receivables		2,958		20,857		-
Accrued expenses		4,678		17,335		22,055
Net cash used in operating activities		(46,699)		(32,765)		(834,842)

Cash flows from investing activities:
Proceeds from sale of marketable securities		-		5,000		5,000
Acquisition of oil and gas properties		-		-		(1,682,996)
Proceeds from sale of oil and gas properties		-		-		96,551
Purchase of equipment		-		-		(18,000)
Net cash provided by (used in) investing activities		-		5,000		(1,599,445)

Cash flows from financing activities:
Proceeds from notes payable to majority stockholder		50,000		-		999,892
Repayment of notes payable to majority stockholder		-		-		(90,000)
Proceeds from sale of common stock		-		-		1,557,100
Net cash provided by financing activities		50,000		-		2,466,992

Net change in cash		3,301		(27,765)		32,705

Cash at beginning of period		29,404		38,510		-
Cash at end of period	$	32,705	$	10,745	$	32,705

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-	$	-	$	359
Cash paid for income taxes	$	-	$	-	$	-

Supplemental disclosure of noncash investing and
financing activities:
Forgiveness of debt by a stockholder	$	-	$	-	$	3,000
Salary contribution	$	60,000	$	60,000	$	420,000
Interest contribution	$	28,749	$	31,935	$	196,501
Exchange of $294,000 of marketable securities with cost basis of
$245,000 to Soladino Investments SA, an entity owned by
its president for cancellation of $294,000 of notes	$	-	$	245,000	$	245,000
Acquisition of unproved oil and gas properties from
the majority stockholder for notes	$	-	$	-	$	967,881
Sale of $448,876 of oil and gas properties to
Soladino Investments SA for cancellation of
$500,000 of notes and cash payment of $96,551	$	-	$	-	$	(500,000)

See accompanying notes to the consolidated financial statements.

PETROCORP INC.

(An Exploration Stage Company)

June 30, 2011 and 2010

Notes to the Consolidated Financial Statements (Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited interim 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 8 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 and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2010 and notes thereto contained in the Annual Report on Form 10-K of the Company as filed with the United States Securities and Exchange Commission (the “SEC”) on April 15, 2011.

Reclassifications

Certain amounts in the prior period consolidated financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on reported losses.

Note 2. Exploration Stage Company

The Company is an exploration stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. Although the Company has recognized some nominal amount of revenue since inception, the Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not yet commenced. The Company has no declared oil and gas reserves. All losses since inception have been considered part of the Company’s exploration stage activities.

PETROCORP INC.

(An Exploration Stage Company)

June 30, 2011 and 2010

Notes to the Consolidated Financial Statements (Unaudited)

Note 3. Related Party Transactions

On May 31, 2011, Soladino Investments SA (“Soladino”) loaned the Company $50,000. The note is secured, payable on demand and non-interest bearing. At June 30, 2011, the Company has $999,950 in secured, non-interest bearing notes (five), payable on demand with its majority stockholder, Soladino.

During the three and six month period ended June 30, 2011 the Company recorded interest expense of $14,499 and $28,749, respectively. Interest is computed at an implied rate of 6% and this amount was recorded as a capital contribution by the stockholder to 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 and $60,000 estimated value of these services as compensation expense and credited the same as a capital contribution, respectively for the three and six months ended June 30, 2011 and 2010.

Note 4. Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. Management of the Company has determined that there are certain reportable subsequent events to be disclosed as follows:

On July 21, 2011, Soladino Investments SA loaned the Company $25,000. The note is secured, non-interest bearing and payable on demand.

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, 2010. 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.

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.

During 2009 the Company changed its emphasis from an international oil and gas company primarily to a US focused company because of world economic conditions and lack of debt/capital financing. The Company disposed of its foreign oil and gas leases/permits in two separate transactions. The Company completed an extensive review of its Alaska and Oklahoma oil and gas leases, operations and recorded a $900,865 impairment charge in 2010 as compared to $639,813 in 2009.

Our office is located at 1065 Dobbs Ferry Road, White Plains, NY 10607 and our telephone number is (914) 674-4373.

Plan of Operation

We are a US 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 currently has lease holdings on the North Slope of Alaska and oil and gas production in Oklahoma.

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. 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. 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.

Furthermore, any gas recovered from our Alaska leases will not be salable unless or until a proposed North Slope gas pipeline is completed.

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 Oklahoma leases are in areas which the Company believes are promising for oil and gas production although the Company does not make any representations as to future profitable production, if any.

Results of Operations

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

For the quarter ended June 30, 2011, we had revenues of $19,866, oil and gas operating costs of $19,004 and incurred a loss of $93,001, as compared to revenues of $30,859, operating costs of $15,070 and a loss of $95,849 in 2010. During the 2011 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 $40,500, which related primarily to the development of the Company’s business plan and costs associated with being a public company, as compared to $38,000 for the 2010 quarter. Also during the 2011 quarter, the Company paid general and administrative expenses of $2,434, as compared to $8,035 for the 2010 quarter. Interest expense of $14,499 was computed on the majority stockholder loans at an implied rate of 6% and this amount was recorded as a capital contribution by the Company during the quarter.

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

During the six months ended June 30, 2010, we incurred a net loss of $153,084 compared to a net loss of $177,892 for the 2010 period. During the six months ended June 30, 2011, the Company paid compensation and professional fees of $126,000, which related primarily to the development of the Company’s business plan and costs associated with being a public company, as compared to $129,500 for the 2010 period. Also during the six months ended June 30, 2011, the Company paid general and administrative expenses of $14,817, as compared to $14,817 for the 2010 period. During the six months ended June 30, 2010 interest expense of $28,749 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 period.

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 June 30, 2011, we had cash of $32,705 and negative working capital of $989,300. Our net cash provided by financing activities from June 19, 2006 (inception) to June 30, 2011 was $2,466,992.

At June 30, 2011, the Company has $999,950 in notes (five) payable to Soladino Investments SA. The notes are secured by the Company’s oil and gas leases, are non interest bearing and payable upon demand.

We anticipate that additional funding will be provided in the form of equity financing from the sale of our common stock or loans from our majority stockholder. 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, 2010 Annual Report on Form 10-K 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. - Quantitative and Qualitative Disclosures About Market Risk

The information called for by this item is not required as we are a smaller reporting company.

Item 4T. - Controls and Procedures

Disclosure Controls and Procedures

Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) require public companies to maintain “disclosure controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2011. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that, as of June 30, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the quarter ending June 30, 2011. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the issuer; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of the end of our most recent quarter, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, as of June 30, 2011, such internal control over financial reporting was not effective. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets. The aforementioned material weaknesses were identified by our Chief Financial Officer in connection with the review of our financial statements as of June 30, 2011.

Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this annual report.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. First, we will create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. We anticipate the costs of implementing these remediation initiatives will be approximately $37,500 to $75,000 a year in increased salaries, legal and accounting expenses.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2011.

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

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	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. **
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. **
32.1	Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) of Principal Financial Officer. **
32.2	Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) of 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: August 15, 2011

By: /s/ James Fitzsimons

James Fitzsimons

CEO and President

Petrocorp Inc 10-Q