U.S. 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 period ended September 30, 2008

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ______ to _______

                          COMMISSION FILE NO. 000-52139

                            MORGAN CREEK ENERGY CORP.
                            _________________________
                 (Name of small business issuer in its charter)

                    NEVADA                                  201777817
                    ______                                  _________
(State or other jurisdiction of incorporation           (I.R.S. Employer
               or organization)                        Identification No.)

                5050 QUORUM DRIVE, SUITE 700, DALLAS, TEXAS 75254
                _________________________________________________
                    (Address of principal executive offices)

                                 (214) 722-6490
                                 ______________
                           (Issuer's telephone number)

  Securities registered pursuant to Section      Name of each exchange on which
              12(b) of the Act:                           registered:
                     NONE

Securities registered pursuant to Section 12(g) of the Act:
                 COMMON STOCK, $0.001
                 ____________________
                   (Title of Class)

Indicate by checkmark whether the issuer:  (1) has 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[ ]

<PAGE>

Indicate by check mark whether the registrant is a large  accelerated  filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                Accelerated filer [ ]

Non-accelerated filer [  ]                 Smaller reporting company [X]

Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Applicable  Only  to  Issuer  Involved  in  Bankruptcy  Proceedings  During  the
Preceding Five Years.
                                       N/A

Indicate by  checkmark  whether the issuer has filed all  documents  and reports
required to be filed by Section 12, 13 and 15(d) of the Securities  Exchange Act
of 1934 after the  distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]

                    Applicable Only to Corporate Registrants

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the most practicable date:

Class                               Outstanding as of  November 11, 2008
Common Stock, $0.001                14,389,197








<PAGE>


                            MORGAN CREEK ENERGY CORP.

                                    Form 10-Q

Part 1.      FINANCIAL INFORMATION

Item 1.      FINANCIAL STATEMENTS
                Balance Sheets                                                 2
                Statements of Operations                                       3
                Statements of Cash Flows                                       4
                Notes to Financial Statements                                  5

Item 2.      Management's Discussion and Analysis of Financial
               Condition and Results of Operations                            13

Item 3.      Quantitative and Qualitative Disclosures About Market
               Risk                                                           20

Item 4.      Controls and Procedures                                          20

Part II.     OTHER INFORMATION

Item 1.      Legal Proceedings                                                21

Item 1A.     Risk Factors                                                     21

Item 2.      Unregistered Sales of Equity Securities and Use of
               Proceeds                                                       22

Item 3.      Defaults Upon Senior Securities                                  23

Item 4.      Submission of Matters to a Vote of Security Holders              23

Item 5.      Other Information                                                23

Item 6.      Exhibits                                                         26



<PAGE>

PART I

ITEM 1. FINANCIAL STATEMENTS

                             MORGAN CREEK ENERGY CORP.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2008
                                   (UNAUDITED)






















                                       1
<PAGE>
<TABLE>
<CAPTION>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS

                                                                                              September 30,      December 31,
                                                                                                  2008               2007
_________________________________________________________________________________________________________________________________

                                                                                               (unaudited)         (audited)

                                     ASSETS

<S>                                                                                             <C>                <C>
CURRENT ASSETS
   Cash                                                                                         $     54,294       $     16,098
     Other current assets                                                                             23,304             17,891
_________________________________________________________________________________________________________________________________

TOTAL CURRENT ASSETS                                                                                  77,598             33,989

OIL AND GAS PROPERTIES, unproven (Note 3)                                                          1,806,330          1,724,102
_________________________________________________________________________________________________________________________________

TOTAL ASSETS                                                                                    $  1,883,928       $  1,758,091
=================================================================================================================================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                                 $      146,538        $   389,612
     Due to related parties (Note 6)                                                                 255,073          1,570,079
     Drilling advances payable                                                                             -            759,000
_________________________________________________________________________________________________________________________________

TOTAL CURRENT LIABILITIES                                                                            401,611          2,718,691
_________________________________________________________________________________________________________________________________

GOING CONCERN (Note 1)

STOCKHOLDERS' EQUITY(DEFICIT) (Note 4)
Common stock, 33,333,333 shares authorized with $0.001 par value
 Issued and outstanding
     14,389,196 common shares (December 31, 2007 - 9,938,302)                                         14,389              9,938
     Additional paid-in-capital                                                                    7,569,074          3,992,240
     Private placement subscriptions                                                                 609,755                  -
   Deficit accumulated during exploration stage                                                   (6,710,901)        (4,962,778)
_________________________________________________________________________________________________________________________________

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                               1,482,317           (960,600)
_________________________________________________________________________________________________________________________________

TOTAL LIABILITIES & STOCK HOLDERS' EQUITY (DEFICIT)                                             $  1,883,928       $  1,758,091
=================================================================================================================================

</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       2
<PAGE>
<TABLE>
<CAPTION>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                                                                                   October 19,
                                                                                                                      2004
                                                          Three Months Ended            Nine Months Ended        (inception) to
                                                             September 30                  September 30           September 30,
                                                         2008           2007           2008           2007            2008
_________________________________________________________________________________________________________________________________

<S>                                                  <C>            <C>             <C>           <C>            <C>
GENERAL AND ADMINISTRATIVE EXPENSES

     Investor relations                              $          -   $          -    $    33,644   $          -   $      195,718
     Consulting fees                                       35,219         37,075        213,001        111,823          841,459
     Management fees - related party                       70,500        106,250        222,000        227,989          846,697
     Management fees - stock based compensation                 -              -        436,955              -        1,964,125
     Impairment of oil and gas properties                       -              -              -              -        1,273,410
   Office and general                                      80,428         41,478        230,385        127,277          587,129
   Professional fees                                       67,229         31,174        187,478        120,236          577,703
_________________________________________________________________________________________________________________________________

NET LOSS BEFORE THE FOLLOWING:                           (253,376)      (215,977)    (1,323,463)      (587,325)      (6,286,241)
_________________________________________________________________________________________________________________________________

OTHER (EXPENSE)
     Financing Costs                                            -               -      (424,660)             -         (424,660)
_________________________________________________________________________________________________________________________________

TOTAL OTHER (EXPENSE)                                           -               -      (424,660)             -         (424,660)
_________________________________________________________________________________________________________________________________

NET LOSS FOR THE PERIOD                              $   (253,376)  $   (215,977)   $(1,748,123)  $   (587,325)  $   (6,710,901)
=================================================================================================================================




BASIC AND DILUTED
     LOSS PER COMMON SHARE                           $      (0.02)  $      (0.03)   $     (0.13)  $     (0.06)
==============================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
     -BASIC AND DILUTED                                14,376,250      9,938,302     13,400,059      9,938,302
==============================================================================================================

</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                                                   October 19,
                                                                                                                      2004
                                                                                      Nine Months Ended          (inception) to
                                                                                        September 30              September 30,
                                                                                    2008             2007              2008
_________________________________________________________________________________________________________________________________

<S>                                                                           <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                     $  (1,748,123)    $   (587,325)    $ (6,710,901)

  Adjustments to reconcile net loss to net cash used in operating activities:
     - Stock based compensation                                                     436,955                -        1,964,125
     - Impairment of oil and gas properties                                               -                -        1,273,410
     - Financing costs                                                              424,660                -          424,660
     - Interest expense related to due to related party                              52,359                -           52,359
CHANGES IN OPERATING ASSETS AND LIABILITIES
     - Prepaid expenses and other                                                    (5,413)               -          (48,304)
     - Due to related parties accrued                                                10,972          111,990          240,141
     - Accounts payable and accrued liabilities                                    (243,074)         283,395          106,861
_________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                            (1,071,664)        (191,940)      (2,697,649)
_________________________________________________________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
  Oil and gas property expenditures                                                 (82,228)      (1,315,645)      (2,764,653)
   Restricted cash deposits                                                               -          (25,000)               -
_________________________________________________________________________________________________________________________________

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                         (82,228)      (1,340,645)      (2,764,653)
_________________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds on sale and subscriptions of common stock                              897,088                -        3,022,096
    Drilling Advances                                                                     -          759,000          759,000
    Advances from related parties-net                                               295,000          798,500        1,735,500
_________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                         1,192,088        1,557,500        5,516,596
_________________________________________________________________________________________________________________________________

INCREASE (DECREASE)  IN CASH                                                         38,196           24,915           54,294

CASH, BEGINNING OF PERIOD                                                            16,098            5,824                -
_________________________________________________________________________________________________________________________________

CASH, END OF PERIOD                                                           $      54,294     $     30,739     $     54,294
=================================================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION AND
  NONCASH INVESTING AND FINANCING ACTIVITIES:
     Cash paid for interest                                                   $           -     $          -     $          -
     Cash paid for income taxes                                               $           -     $          -     $          -
     Common stock issued for acquisition of oil and gas property              $           -     $          -     $    950,000
     Transfer of bond against settlement of debt                              $           -     $          -     $     25,000
     Non-cash sale of oil and gas property                                    $           -     $          -     $     65,000
     Common stock issued for settlement of debts (Note 4)                     $   2,856,997     $          -     $  2,856,997



</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

Morgan Creek Energy Corp. (the  "Company") is an exploration  stage company that
was  organized to enter into the oil and gas  industry.  The Company  intends to
locate, explore, acquire and develop oil and gas properties in the United States
and within North America.  The primary  activity and focus of the Company is its
leases  in  Texas  ("Quachita  Prospect").  To date  the  Company  has  acquired
approximately  1,971 net acres.  During the  production  testing and  evaluation
period on the first well on the property,  the Boggs #1, four of the five tested
zones produced significant volumes of natural gas. Analysis of the gas indicates
a "sweet"  condensate rich gas with BTU values of 1,000. This quality will yield
a premium price over the current U.S.  average  natural gas price.  As formation
water was also produced  with the natural gas in the tested zones,  the Boggs #1
is currently under evaluation.

During the period the Company has begun leasing  acreage in New Mexico.  To date
the Company has acquired approximately 7,576 net acres. Subsequent to the period
ending September 30, 2008, the Company has an option to acquire approximately an
additional 7,763 net acres in New Mexico.

GOING CONCERN
The Company  commenced  operations  on October 19, 2004 and has not realized any
revenues  since  inception.  As of  September  30,  2008,  the  Company  has  an
accumulated deficit of $6,710,901 and a working capital deficit of $324,013. The
ability of the Company to continue as a going  concern is  dependent  on raising
capital  to fund  ongoing  operations  and  carry  out  its  business  plan  and
ultimately to attain  profitable  operations.  Accordingly,  these factors raise
substantial doubt as to the Company's ability to continue as a going concern. To
date the Company has funded its initial  operations by way of private placements
of common stock and advances from related parties.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for financial information and with
the  instructions  to Form  10-Q of  Regulation  S-B.  They do not  include  all
information  and  footnotes   required  by  United  States  generally   accepted
accounting  principles for complete  financial  statements.  However,  except as
disclosed  herein,  there  has  been  no  material  changes  in the  information
disclosed in the notes to the financial  statements  for the year ended December
31, 2007 included in the  Company's  Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission. The unaudited financial statements should be
read in conjunction with those financial statements included in the Form 10-KSB.
In the opinion of Management,  all adjustments  considered  necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating  results  for  the  nine  months  ended  September  30,  2008  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2008.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

ORGANIZATION
The Company  was  incorporated  on October 19, 2004 in the State of Nevada.  The
Company's fiscal year end is December 31.

BASIS OF PRESENTATION
These financial  statements are presented in United States dollars and have been
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles.

OIL AND GAS PROPERTIES
The  Company  follows  the full cost  method of  accounting  for its oil and gas
operations  whereby all costs related to the acquisition of methane,  petroleum,
and natural gas interests are capitalized. Under this method, all productive and
non-productive  costs  incurred  in  connection  with  the  exploration  for and
development of oil and gas reserves are capitalized. Such costs include land and
lease acquisition  costs,  annual carrying charges of non-producing  properties,
geological and geophysical costs, costs of drilling and equipping productive and
non-productive  wells,  and direct  exploration  salaries and related  benefits.
Proceeds from the disposal of oil and gas properties are recorded as a reduction
of the related  capitalized  costs without  recognition of a gain or loss unless
the  disposal  would  result in a change of 20 percent or more in the  depletion
rate. The Company currently operates solely in the U.S.

                                       5
<PAGE>



                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

OIL AND GAS PROPERTIES (CONTINUED)
Depreciation  and depletion of proved oil and gas  properties is computed on the
units-of-production   method  based  upon  estimates  of  proved  reserves,   as
determined by  independent  consultants,  with oil and gas being  converted to a
common unit of measure based on their relative energy content.

The costs of acquisition  and  exploration  of unproved oil and gas  properties,
including  any  related  capitalized   interest  expense,  are  not  subject  to
depletion,  but  are  assessed  for  impairment  either  individually  or  on an
aggregated  basis. The costs of certain  unevaluated  leasehold acreage are also
not  subject to  depletion.  Costs not  subject to  depletion  are  periodically
assessed for possible  impairment  or  reductions  in  recoverable  value.  If a
reduction in  recoverable  value has  occurred,  costs  subject to depletion are
increased or a charge is made  against  earnings  for those  operations  where a
reserve base is not yet established.

Estimated future removal and site  restoration  costs are provided over the life
of  proven  reserves  on  a  units-of-production  basis.  Costs,  which  include
production equipment removal and environmental  remediation,  are estimated each
period by management based on current regulations, actual expenses incurred, and
technology and industry  standards.  The charge is included in the provision for
depletion and depreciation and the actual  restoration  expenditures are charged
to the accumulated provision amounts as incurred.

The Company applies a ceiling test to capitalized  costs which limits such costs
to the aggregate of the estimated  present value,  using a ten percent  discount
rate of the estimated  future net revenues from production of proven reserves at
year end at market  prices less future  production,  administrative,  financing,
site  restoration,  and  income  tax costs  plus the lower of cost or  estimated
market value of unproved  properties.  If  capitalized  costs are  determined to
exceed estimated future net revenues,  a write-down of carrying value is charged
to depletion in the period.

ASSET RETIREMENT OBLIGATIONS
The Company has adopted the  provisions of SFAS No. 143,  "Accounting  for Asset
Retirement Obligations." SFAS No. 143 requires the fair value of a liability for
an asset  retirement  obligation  to be  recognized in the period in which it is
incurred  if a  reasonable  estimate of fair value can be made.  The  associated
asset  retirement  costs are  capitalized as part of the carrying  amount of the
related oil and gas properties.

USE OF ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those  estimates.  Significant  areas  requiring  management's
estimates  and  assumptions  are  the   determination   of  the  fair  value  of
transactions  involving  common  stock and  financial  instruments.  Other areas
requiring estimates include deferred tax balances and asset impairment tests.

FINANCIAL INSTRUMENTS
The fair  value of the  Company's  financial  assets and  financial  liabilities
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments.

EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares  outstanding for the period.  Dilutive earnings (loss) per share reflects
the  potential  dilution of  securities  that could share in the earnings of the
Company.  Dilutive  earnings (loss) per share is equal to that of basic earnings
(loss) per share as the effects of stock options and warrants have been excluded
as they are anti-dilutive.

                                       6
<PAGE>



                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at September  30, 2008 the Company had net operating
loss carryforwards,  however, due to the uncertainty of realization, the Company
has provided a full  valuation  allowance for the deferred tax assets  resulting
from these loss carryforwards.

STOCK-BASED COMPENSATION
On January 1, 2006, the Company adopted the fair value recognition provisions of
Financial Accounting Standards Board ("FASB") Statement No. 123(R),  SHARE-BASED
PAYMENT,   ("SFAS   123R").   The   Company   adopted   SFAS   123R   using  the
modified-prospective-transition  method.  Under this method,  compensation  cost
recognized for the year ended December 31, 2006 includes:  a) compensation  cost
for all share-based payments granted prior to, but not yet vested as of December
31, 2005,  based on the grant-date  fair value  estimated in accordance with the
original  provisions of SFAS 123, and b)  compensation  cost for all share-based
payments  granted  subsequent to December 31, 2005, based on the grant-date fair
value  estimated in  accordance  with the  provisions of SFAS 123R. In addition,
deferred  stock  compensation  related to  non-vested  options is required to be
eliminated  against  additional  paid-in capital upon adoption of SFAS 123R. The
results for the prior periods were not restated.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or services from other than  employees in accordance  with SFAS No. 123
and the conclusions  reached by the Emerging Issues Task Force ("EITF") in Issue
No.  96-18.  Costs  are  measured  at the  estimated  fair  market  value of the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earliest  of a  performance  commitment  or  completion  of  performance  by the
provider of goods or services as defined by EITF 96-18.

RECENT ACCOUNTING PRONOUNCEMENT

In May 2008, the FASB issued SFAS No. 163,  ACCOUNTING  FOR FINANCIAL  GUARANTEE
INSURANCE CONTRACTS ("SFAS 163"). SFAS 163 clarifies how SFAS 60, ACCOUNTING AND
REPORTING BY INSURANCE  ENTERPRISES  applies to  financial  guarantee  insurance
contracts  issued  by  insurance  enterprises,  including  the  recognition  and
measurement of premium revenue and claim liabilities.  It also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective
for the  Company's  interim  period  commencing  January  1,  2009,  except  for
disclosures about an insurance enterprise's  risk-management  activities,  which
are  effective  for the  Company's  interim  period  commencing  July  1,  2008.
Management does not expect the adoption of SFAS 163 to have a material impact on
the Company's financial position, cash flows and results of operations.

In March  2008,  the FASB  issued SFAS No.  161,  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and hedging  activities by
requiring  enhanced  disclosures to enable investors to better  understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows. SFAS 161 achieves these improvements by requiring  disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also  provides  more  information  about an entity's  liquidity  by requiring
disclosure of  derivative  features that are credit  risk-related.  Finally,  it
requires  cross-referencing within footnotes to enable financial statement users
to locate important information about derivative  instruments.  SFAS 161 will be
effective for financial  statements  issued for fiscal years and interim periods
beginning after November 15, 2008,  will be adopted by the Company  beginning in
the  first  quarter  of  2009.  The  Company  does  not  expect  there to be any
significant  impact of adopting SFAS 161 on its financial  position,  cash flows
and results of operations.

                                       7
<PAGE>



                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

RECENT ACCOUNTING PRONOUNCEMENT (CONTINUED)

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, THE FAIR VALUE  OPTION FOR  FINANCIAL
ASSETS AND FINANCIAL  LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported  earnings cause by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of the  Company's  first  fiscal  year that  begins  after
November 15, 2007, although earlier adoption is permitted.  Effective January 1,
2008, the Company adopted this  statement.  To date, the Company has not applied
this  standard to the  measurement  of any reported  amounts.  Accordingly,  the
adoption of this  standard did not have any impact on the  Company's  results of
operations or financial position.

In December  2007,  the FASB issued  SFAS No.  160,  NONCONTROLLING  INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS,  AN AMENDMENT OF ARB NO. 51 ("SFAS No. 160"),
which will change the  accounting  and reporting for minority  interests,  which
will  be  recharacterized  as  noncontrolling  interests  and  classified  as  a
component of equity  within the  consolidated  balance  sheets.  SFAS No. 160 is
effective as of the beginning of an entity's  first fiscal year  beginning on or
after  December 15, 2008.  Earlier  adoption is  prohibited.  Management has not
determined the effect that adopting this  statement  would have on the Company's
financial position or results of operations.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  BUSINESS
COMBINATIONS  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to January
1, 2009 will be recorded and disclosed  following existing GAAP.  Management has
not  determined  the  effect  that  adopting  this  statement  would have on the
Company's financial position or results of operations.

In  September  2006,  FASB issued SFAS No. 157,  FAIR VALUE  MEASURE  ("SFAS No.
157"). This Statement defines fair value,  establishes a framework for measuring
fair  value  in  generally  accepted  accounting   principles  (GAAP),   expands
disclosures  about fair value  measurements,  and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements.  However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November  15,  2007,  which for the Company is the fiscal year
beginning January 1, 2008. The adoption of this standard did not have any impact
on the Company's results of operations or financial position.

NOTE 3 - OIL AND GAS PROPERTIES
________________________________________________________________________________

(A) QUACHITA PROSPECT
The Company leased various properties  totalling  approximately  7,576 net acres
within  the  Quachita  Trend  within the state of Texas for a three year term in
consideration  for $338,343.  The Company has a 100% Working  Interest and a 77%
N.R.I. in the leases.

BOGGS #1
On June 7, 2007,  the  Company  began  drilling  its first well on the  Quachita
Prospect  (Boggs  #1).  During  2007 the Company  began  production  testing and
evaluation  of the well. Of the five tested  zones,  four  produced  significant
volumes of natural gas. As formation  water was also  produced  with the natural
gas in the tested zones, the Boggs # 1 is currently under  evaluation.  To date,
$1,357,208  has been  incurred on drilling and  completion  expenditures  on the
Boggs #1. The Boggs #1 was initially privately funded with the funding investors
receiving a 75% Working  Interest and a 54% Net Revenue Interest in exchange for
providing 100% of all drilling and completion  costs.  To December 31, 2007, the
Company had incurred $1,335,781 of costs on Boggs #1 and

                                       8
<PAGE>



                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 3 - OIL AND GAS PROPERTIES   (CONTINUED)
________________________________________________________________________________

BOGGS #1 (CONTINUED)
had received $759,000 in funding from the private investors.  On March 24, 2008,
the Company  negotiated with the funding  investors to acquire their interest in
the well for an amount  equal to the total  amount of their  initial  investment
being $759,000 and forgiveness of any additional amounts owing.  Effective March
24, 2008, the Company  completed  this  acquisition  and settlement  through the
issuance of  1,265,000  shares of common stock at $0.63 per share (refer to Note
4).

(B) NEW MEXICO PROSPECT
The Company to date has leased various properties totalling  approximately 7,576
net acres  within the state of New Mexico for a five year term in  consideration
for $112,883. The Company has a 100% Working Interest and an 87.5% N.R.I. in the
leases.

Subsequent  to the period on October  31,  2008,  the  Company  entered  into an
agreement to acquire from Westrock Land Corp.  approximately  7,763 net acres of
property  within the State of New  Mexico for a five year term in  consideration
for  $388,150.  The  Company  optioned  to acquire a 100%  working  interest  in
approximately  7,763 net acres;  consisting  of a 78.5% N.R.I.  in the leases in
approximately  2,017 net acres and a 81.5% N.R.I. in the leases in approximately
5,745 net acres. Under the terms of the agreement the Company has until November
21, 2008 to complete the transactions.

NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)
________________________________________________________________________________

(A)      SHARE CAPITAL
The Company's  capitalization  is  33,333,333  common shares with a par value of
$0.001 per share.

On April 22, 2008, the directors of the Company approved a special resolution to
undertake a reverse split of the common stock of the Company on a basis of 1 new
share for 3 old shares.  On July 26, 2006, the directors of the Company approved
a special resolution to undertake a further forward split of the common stock of
the  Company on a basis of 2 new shares for 1 old share.  On May 10,  2006,  the
directors of the Company  approved a special  resolution  to undertake a forward
split of the  common  stock of the  Company on a basis of 2 new shares for 1 old
share.

All references in these financial  statements to number of common shares,  price
per share and weighted average number of common shares  outstanding prior to the
2:1 forward stock split on May 10, 2006, the 2:1 forward split on August 8, 2006
and the 3:1 reverse  stock split on April 22, 2008 have been adjusted to reflect
these stock splits on a retroactive basis, unless otherwise noted.

On December 19, 2006, a founding  shareholder of the Company returned  4,000,000
restricted  shares of common stock to treasury and the shares were  subsequently
cancelled  by  the  Company.  The  shares  were  returned  to  treasury  for  no
consideration to the shareholder.

(B)      PRIVATE PLACEMENTS
On November 26, 2004,  the Company  issued  2,066,666  shares of common stock at
$0.075 per share for proceeds of $155,000.

On December 15, 2004,  the Company  issued  2,516,667  shares of common stock at
$0.075 per share for proceeds of $188,750 and 880,267  shares of common stock at
$0.375 per share for proceeds of $330,100.

On March 9, 2005, the Company issued 93,333 shares of common stock at a price of
$0.375 per share for proceeds of $35,000.

On October 16, 2006,  the Company  completed a private  placement  consisting of
314,702 units at $4.50 per unit for proceeds of  $1,416,158.  Each unit consists
of one common share and one non-transferable  share purchase warrant exercisable
at $9.00 per share for the period  commencing  on October 16, 2006 and ending on
October 16, 2008,  being the day which is the earlier of 24 months from the date
of  issuance  of the units or 18  months  from the  effective  date of a planned
registration statement.  Of this private placement,  187,778 of the units issued
were  in  exchange  for  $845,000  previously  advanced  to  the  Company  by  a
shareholder.  The  estimated  fair value of the warrants at the date of grant of
$592,210, which has been included in additional paid

                                       9
<PAGE>



                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
________________________________________________________________________________

(B)      PRIVATE PLACEMENTS (CONTINUED)
in capital,  was determined using the Black-Scholes option pricing model with an
expected life of 2 years,  risk free interest rate of 4.49%, a dividend yield of
0% and an expected volatility of 153%.

During the period ending September 30, 2008, the Company received  subscriptions
towards a private placement  consisting of 1,224,000 units at $0.75 per unit for
total  proceeds of  $918,000.  Each unit  consists  of one common  share and one
non-transferable  share  purchase  warrant  exercisable at $1.50 per share for a
period of 12 months from the date of share  issuance.  As of September 30, 2008,
397,000 of the units had been issued for total proceeds of $297,750 and $620,250
was recorded as subscriptions received. A finders fee of 3.5% ($20,912) was paid
on $597,500 of the private placement proceeds received.

(C)      OTHER ISSUANCES
On February 13, 2008, the Company issued  2,525,356  shares of common stock at a
price of $0.75 per share on  settlement  of related  party  advance  and accrued
interest totaling $1,515,214. The difference between the estimated fair value of
the common  shares  issued at issuance and the amount of debt  settled  totaling
$378,803 was recorded as a finance cost during the period (refer to Note 6).

On March 24,  2008,  the Company  issued  1,528,538  shares of common stock at a
price of $0.63  per  share on  settlement  of  related  party  advances  and the
acquisition of the interest in the Boggs well totalling $917,123. The difference
between the estimated fair value of the common shares at issuance and the amount
of debt  settled  totaling  $45,857 was  recorded  as a finance  cost during the
period (refer to Notes 3 and 6).

(D)      SHARE PURCHASE WARRANTS
Details of the Company's  share purchase  warrants  issued and outstanding as of
September 30, 2008 are as follows:

<TABLE>
<CAPTION>

  Exercise price     Weighted average price       Number of warrants to purchase shares                 Expiry Date
_______________________________________________________________________________________________________________________________
<S>   <C>                     <C>                                <C>                                 <C>
      $9.00                   $9.00                              314,702                             October 16, 2008
       1.50                   1.50                               397,000                               June 27, 2009

</TABLE>

The Company's  share purchase  warrants  activity for the period ended September
30, 2008 is summarized as follows:

<TABLE>
<CAPTION>

                                                                 Weighted average exercise        Weighted average remaining
                                         Number of Warrants           Price per share           In contractual life (in years)
_______________________________________________________________________________________________________________________________

<S>                                            <C>                            <C>                                   <C>
Balance, December 31, 2007                     314,702                        $   9.00                              0.80
Issued                                         397,000                            1.50                                 -
Expired                                              -                               -                                 -
Exercised                                            -                               -                                 -
_______________________________________________________________________________________________________________________________

Balance, September 30, 2008                    711,702                        $   4.82                              0.43
===============================================================================================================================

</TABLE>

All warrants are exercisable as at September 30, 2008.

NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

On April 3, 2006, the Board of Directors of the Company  ratified,  approved and
adopted a Stock  Option Plan for the Company in the amount of  1,666,667  shares
with an exercisable period up to 10 years. In the event an optionee ceases to be
employed by or to provide  services to the Company for reasons other than cause,
any Stock  Option that is vested and held by such  optionee  may be  exercisable
within up to ninety  calendar  days after the  effective  date that his position
ceases. No Stock Option granted under the Stock Option Plan is transferable. Any
Stock  Option held by an optionee at the time of his death may be  exercised  by
his estate

                                       10
<PAGE>



                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 5 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________

within one year of his death or such longer period as the Board of Directors may
determine.  On April 28,  2008,  the Board of  Directors  deemed it necessary to
approve an amendment to the Stock Option Plan to an aggregate of 5,000,000.

As approved by the Board of directors, on December 12, 2006, the Company granted
616,667  stock  options to certain  officers,  directors  and  management of the
Company at $3.30 per share.  The term of these options are five years. The total
fair value of these  options at the date of grant was estimated to be $1,527,170
and was recorded as a stock based  compensation  expense  during 2006.  The fair
value of these  options was estimated  using the  Black-Scholes  option  pricing
model  with the  following  assumptions:  expected  life of 3 years;  risk  free
interest rate of 4.49%; dividend yield of 0% and expected volatility of 187%.

As approved by the Board of  Directors on April 30,  2008,  the Company  granted
1,250,000  stock options to certain  officers,  directors and  management of the
Company at $1.00 per share.  The term of these options are ten years.  The total
fair value of these  options at the date of grant was  estimated  to be $436,955
and was recorded as a stock based  compensation  expense during the period.  The
fair value of these options was estimated using the Black-Scholes option pricing
model  with the  following  assumptions:  expected  life of 10 years;  risk free
interest rate of 3.77%; dividend yield of 0% and expected volatility of 210%.

The Company's stock option warrants  activity for the period ended September 30,
2008 is summarized as follows:

<TABLE>
<CAPTION>

                                                                 Weighted average exercise        Weighted average remaining
                                         Number of Options            Price per share           In contractual life (in years)
________________________________________________________________________________________________________________________________
<S>                                          <C>                              <C>                                   <C>
Balance, December 31, 2007                     616,667                        $   3.30                              3.95
Granted                                      1,250,000                            1.00
Expired                                              -                               -                                 -
Exercised                                            -                               -                                 -
________________________________________________________________________________________________________________________________

Balance, September 30, 2008                  1,866,667                        $   1.76                              7.47
================================================================================================================================

</TABLE>

All options are exercisable as at September 30, 2008.


NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

INTERNATIONAL MARKET TREND, INC. ("IMT")
An officer  and  director of IMT, a private  company,  is a  shareholder  of the
Company.  During the period  ended  September  30,  2008,  the Company  incurred
consulting  fees of $30,000 to IMT (September 30, 2007 - $90,000).  On March 24,
2008, the Company  converted $86,873 in consulting fees and advances through the
issuance of 144,788  commons  shares of the  Company at $0.63 per share.  (Refer
Note 4).

On June 13,  2008,  the Company  repaid a  shareholder  of the Company  that had
advanced $10,000 to the Company. The amount was unsecured,  non-interest bearing
and without specific repayment terms.

As of December  31,  2007,  $1,365,500  was owed to a separate  shareholder  for
advances made to the Company.  During the period,  this shareholder made further
advances to the Company of $805,000.  On February 13, 2008,  the Company  issued
2,525,356  shares of common stock at a price of $0.75 per share on settlement of
related party advance and related accrued interest totaling $1,894,017 (refer to
Note 4). During the period ended September 30, 2008,  $500,000 was repaid to the
shareholder.  As a result,  as of September  30,  2008,  $230,000 was owed which
bears  interest  at 8% per  annum and has no  specific  repayment  terms.  As of
September  30, 2008,  total  accrued  interest was $14,102  (December 31, 2007 -
$66,456).


                                       11
<PAGE>



                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 6 - RELATED PARTY TRANSACTIONS (CONTINUED)
________________________________________________________________________________

MANAGEMENT FEES
During the period  ended  September  30,  2008,  the Company  paid  officers and
directors  $222,000 for management  fees (September 30, 2007  -$227,989).  As of
September 30, 2008 total amount owing in management fees was $10,971.

During the period the Company  converted $71,250 of management fees owing to the
President of the Company  through the issuance of 118,750  common  shares of the
Company at $0.63 per share (Refer to Note 4 ).


NOTE 7 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for reporting purposes. As of September
30, 2008,  the Company had net operating  loss carry  forwards of  approximately
$3,048,000  that may be available to reduce future years' taxable income through
2028.  Future tax benefits  which may arise as a result of these losses have not
been  recognized  in  these  financial  statements,   as  their  realization  is
determined  not likely to occur and  accordingly,  the  Company  has  recorded a
valuation  allowance  for the  deferred  tax  asset  relating  to these tax loss
carryforwards.


NOTE 8 - SUBSEQUENT EVENTS
________________________________________________________________________________

Subsequent to the period on October 23, 2008, the Company completed the issuance
of 827,000 units of the 1,224,000 original private placement subscriptions dated
September 30, 2008, were issued for total proceeds of $620,250.

Subsequent  to the period on October  31,  2008,  the  Company  entered  into an
agreement to acquired from Westrock Land Corp.  approximately 7,763 net acres of
property  within the State of New  Mexico for a five year term in  consideration
for $388,150. The Company has a 100% working interest in approximately 7,763 net
acres;  consisting of a 78.5% N.R.I.  in the leases in  approximately  2,017 net
acres and a 81.5% N.R.I. in the leases in approximately  5,746 net acres.  Under
the terms of the agreement  the Company has until  November 21, 2008 to complete
the transactions.




                                       12
<PAGE>


                           FORWARD LOOKING STATEMENTS

Statements  made in this Form 10-Q that are not  historical or current facts are
"forward-looking  statements"  made  pursuant to the safe harbor  provisions  of
Section  27A of the  Securities  Act of 1933 (the  "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such  forward-looking  statements  be  subject  to the  safe  harbors  for  such
statements.  We wish to caution  readers not to place undue reliance on any such
forward-looking  statements,   which  speak  only  as  of  the  date  made.  Any
forward-looking  statements represent  management's best judgment as to what may
occur in the future. However,  forward-looking  statements are subject to risks,
uncertainties  and important  factors beyond our control that could cause actual
results and events to differ  materially from  historical  results of operations
and events  and those  presently  anticipated  or  projected.  We  disclaim  any
obligation  subsequently  to revise any  forward-looking  statements  to reflect
events or  circumstances  after the date of such  statement  or to  reflect  the
occurrence of anticipated or unanticipated events.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

Morgan Creek Energy Corp. is a corporation organized under the laws of the State
of Nevada. After the effective date of our registration statement filed with the
Securities and Exchange Commission  (February 14, 2006), we commenced trading on
the Over-the-Counter  Bulletin Board under the symbol "MCRE:OB" (currently under
the  symbol"MCKE:OB").  We are engaged in the business of exploration of oil and
gas bearing  properties in the United States.  Our shares are also traded on the
Frankfurt Stock Exchange in Germany under the symbol "M6C".

Please note that throughout this Quarterly  Report,  and unless otherwise noted,
the words "we," "our," "us," the "Company," or "Morgan  Creek," refers to Morgan
Creek Energy Corp.

RECENT DEVELOPMENTS

APRIL 22, 2008 REVERSE STOCK SPLIT

On April 1,  2008,  our  Board of  Directors  pursuant  to a Board of  Directors
meeting  authorized  and approved a reverse  stock split of one for three of our
total issued and outstanding shares of common stock (the "Reverse Stock Split").

The Reverse Stock Split was  effectuated  based on market  conditions and upon a
determination  by our Board of Directors that the Reverse Stock Split was in our
best interests and of the shareholders. Certain factors were discussed among the
members of the Board of  Directors  concerning  the need for the  Reverse  Stock
Split,  including  the  increased  potential  for  financing.  The intent of the
Reverse Stock Split is to increase the marketability of our common stock.

                                       13
<PAGE>

The  Reverse  Stock  Split was  effectuated  on April 22,  2008 upon  filing the
appropriate  documentation  with NASDAQ.  The Reverse Stock Split  decreased our
total  issued  and  outstanding  shares  of  common  stock  from  41,976,591  to
approximately  13,992,197 shares of common stock. The common stock will continue
to be $0.001 par value.

CURRENT BUSINESS OPERATIONS

We are a natural resource  exploration and production  company currently engaged
in the exploration, acquisition and development of oil and gas properties in the
United States and within North  America.  Our primary  activity and focus is our
leases  in  Texas  (the  "Quachita   Prospect").   To  date,  we  have  acquired
approximately  1,971 net acres  within the  Quachita  Prospect  for a three-year
term.  We acquired a 100%  working  interest  and a 77% net revenue  interest in
natural gas targeted Quachita Prospect leases.  The leases are unproven and were
acquired  for  approximately  $338,000.  In  addition,  we have  leased  various
properties totaling approximately 7,576 net acres within the State of New Mexico
for a five-year term in consideration for $112,883 (the "New Mexico  Prospect").
We have a 100% working interest and an 87.5% net revenue interest in the leases.

OIL AND GAS PROPERTIES

         QUACHITA PROSPECT

As of the date of this Quarterly Report, we lease  approximately 1,971 net acres
within  the  Quachita  Trend  in the  State of Texas  for a  three-year  term in
consideration of approximately  $338,000.  We have a 100% working interest and a
77% net revenue interest in the Quachita Prospect leases.

BOGGS #1. We  completed  the  drilling  portion of the Boggs #1 well on July 13,
2007.  Subsequently,  we began production testing and evaluation of the well. Of
the five tested  zones,  four  produced  significant  volumes of natural gas. As
formation water was also produced with the natural gas in the tested zones,  the
Boggs #1 is currently under evaluation. We intend to secure all immediate rights
relating to oil and gas in the areas providing  control over any potential major
structural play that develops as a result of this in-depth exploration.

The Boggs #1 had been privately  funded with the funding  investors  receiving a
75% working  interest and a 54% net revenue  interest in exchange for  providing
100% of all drilling and completion costs.  Therefore,  we previously retained a
25% working  interest and a 23% net revenue interest in the Boggs #1 well. As of
September 30, 2008 and December 31, 2007, we incurred  $1,357,208 and $1,335,780
respectively,  in drilling and completion  costs. As of December 31, 2007 we had
received a total of $759,000 in funding from the private investors. On March 24,
2008, we negotiated with the funding  investors to acquire their interest in the
Boggs #1 for $759,000  (which amount is equal to the total amount of the funding
investors' initial  investment) and forgiveness of any additional amounts owing.
Effective on March 24, 2008, we completed the acquisition and settlement through
the issuance of 3,795,000  shares  (Post-Reverse  Stock Split) of our restricted
common stock at $0.21 per share. The difference between the estimated fair value
of the common  shares at issuance  and the amount of the debt  settled  totaling
$37,950 was recorded as a finance cost. See "Part II. Item 2.
Changes in Securities and Use of Proceeds."

                                       14
<PAGE>

         NEW MEXICO PROSPECT

As of the date of this Quarterly  Report,  we have leased various  properties in
the New Mexico Prospect totaling  approximately 7,576 net acres within the State
of New Mexico for a five year term in consideration for $112,883. We have a 100%
working interest and a 87.5% net revenue  interest in the leases  comprising the
New Mexico Prospect.

         WESTROCK LAND CORP. OPTION AGREEMENT

Effective on October 31, 2008,  our Board of Directors  authorized the execution
of an option  agreement  (the "Option  Agreement")  with  Westrock  Land Corp, a
private  Texas  corporation  ("Westrock").  In  accordance  with the  terms  and
provisions  of the Option  Agreement:  (i)  Westrock  owns all right,  title and
interest in and to approximately  7,763 net acres with a net revenue interest of
81.5%  pertaining  to 5,745 of the net acres and a 78.5%  net  revenue  interest
pertaining to 2,017 net acres (the  "Leases");  (b) Westrock has an option until
June  23,  2009 to  exercise  a five  year  lease  at $100  per  net  acres  for
acquisition  on the 2,017 net acres;  (iii) we desire to acquire a 100%  working
interest  in the  Leases at $50.00 per net acres for a total  purchase  price of
approximately $388,150; and (iv) we have until November 21, 2008 to complete our
due diligence (the "Option Period").

It is anticipated that in the event the due diligence is completed  satisfactory
to us, the effective date of conveyance of the working interest in the Leases to
us will occur on approximately November 21, 2008.

RESULTS OF OPERATION

We have incurred  recurring  losses to date. Our financial  statements have been
prepared assuming that we will continue as a going concern and, accordingly,  do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.

We expect we will  require  additional  capital to meet our long term  operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

NINE MONTH PERIOD ENDED  SEPTEMBER  30, 2008 COMPARED TO NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2007

Our net loss for the nine month period ended September 30, 2008 was ($1,748,123)
compared  to a net  loss of  ($587,325)  during  the  nine  month  period  ended
September  30, 2007 (an increase of  $1,160,798).  During the nine month periods
ended September 30, 2008 and 2007, we did not generate any revenue.

During the nine month period ended  September 30, 2008, we incurred  general and
administrative  expenses  of  approximately   $1,323,463  compared  to  $587,325
incurred  during the nine month period ended  September 30, 2007 (an increase of
$736,138).  These general and  administrative  expenses incurred during the nine
month period ended  September 30, 2008  consisted of: (i) investor  relations of
$33,644 (2007: $-0-); (ii) consulting fees of $213,001 (2007:  $111,823);  (iii)


                                       15
<PAGE>

office and general of  $230,385  (2007:  $127,277);  (iv)  professional  fees of
$187,478  (2007:  $120,236);  (v)  management  fees - related  party of $222,000
(2007:  $227,989);  and  (vi)  management  fees - stock  based  compensation  of
$436,955 (2007: $-0-).

During the nine month  periods  ended  September  30, 2008 and 2007,  we did not
record  any   impairment  of  oil  and  gas   properties.   Thus,   general  and
administrative  expenses  incurred  during the nine month period ended September
30, 2008 compared to the nine month period ended  September  30, 2007  increased
primarily due to the  incurrence of management  fees - stock based  compensation
relating  to  the  valuation  of  stock  options  granted  to our  officers  and
directors.  General and  administrative  expenses  increased  further due to the
increase in investor relations, consulting fees, office and general expenses and
professional  fees  relating  to the  increased  scope of  business  operations.
General  and  administrative  expenses  generally  include  corporate  overhead,
financial and  administrative  contracted  services,  marketing,  and consulting
costs.

Of the $1,323,463  incurred as general and  administrative  expenses  during the
nine month period ended September 30, 2008, we incurred  consulting  expenses of
$30,000 payable to International  Market Trend,  Inc. ("IMT").  In addition,  on
March 24, 2008, we settled an aggregate amount of $86,873 in consulting fees and
advances  due  and  owing  to  IMT  through  the  issuance  of  434,366   shares
(Post-Reverse  Stock  Split) of our  restricted  common  stock.  An officer  and
director of IMT is also one of our shareholders. See "Part II. Item 2.
Changes in Securities and Use of Proceeds."

Of the $1,323,463  incurred as general and  administrative  expenses  during the
nine month  period ended  September  30, 2008,  we incurred  management  fees of
$222,000  payable to our officers and  directors.  In addition,  during the nine
month  period ended  September  30,  2008,  we settled an aggregate  $71,250 for
management fees due and owing to our former President,  Marcus Johnson,  through
the issuance of 356,250  shares  (Post-Reverse  Stock  Split) of our  restricted
common stock. See Part II. Item 2. Changes in Securities and Use of Proceeds."

Financing  costs incurred  during the nine month period ended September 30, 2008
of $424,660 (2007:  $-0-) were recorded as other expense resulting in a net loss
of  ($1,748,123).  Our net loss during the nine month period ended September 30,
2008 was  ($1,748,123) or ($0.13) per share compared to a net loss of ($587,325)
or ($0.06) per share during the nine month period ended  September 30, 2007. The
weighted average number of shares  outstanding was 13,400,059 for the nine month
period ended  September 30, 2008 compared to 9,938,302 for the nine month period
ended September 30, 2007.

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2008 COMPARED TO THREE MONTH PERIOD ENDED
SEPTEMBER 30, 2007

Our net loss for the three month period ended  September 30, 2008 was ($253,376)
compared  to a net loss of  ($215,977)  during  the  three  month  period  ended
September  30, 2007 (an  increase of  $37,399).  During the three month  periods
ended September 30, 2008 and 2007, we did not generate any revenue.

During the three month period ended September 30, 2008, we incurred  general and
administrative  expenses of approximately $253,376 compared to $215,977 incurred
during the three month period ended September 30, 2007 (an increase of $37,399).


                                       16
<PAGE>

These general and administrative expenses incurred during the three month period
ended  September 30, 2008  consisted of: (i)  consulting  fees of $35,219 (2007:
$37,075); (ii) office and general of $80,428 (2007: $41,478); (iii) professional
fees of $67,229 (2007:  $31,174);  and (iv)  management  fees - related party of
$70,500 (2007: $106,250).

During the three month  period  ended  September  30, 2008 and 2007,  we did not
record  any   impairment  of  oil  and  gas   properties.   Thus,   general  and
administrative  expenses  incurred during the three month period ended September
30, 2008 compared to the three month period ended  September 30, 2007  increased
primarily  due to the increase in office and general  expenses and  professional
fees relating to the increased scope of business operations.

Our net loss  during  the  three  month  period  ended  September  30,  2008 was
($253,376) or ($0.02) per share  compared to a net loss of ($215,977) or ($0.03)
per share during the three month period ended  September 30, 2007.  The weighted
average number of shares  outstanding  was 14,376,250 for the three month period
ended  September 30, 2008 compared to 9,938,302 for the three month period ended
September 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

AS AT SEPTEMBER 30, 2008

As at  September  30,  2008,  our current  assets  were  $77,598 and our current
liabilities  were $401,611,  which resulted in a working  capital  deficiency of
($324,013).  As at September  30, 2008,  current  assets were  comprised of: (i)
$54,294 in cash; and (ii) $23,304 in other current  assets.  As at September 30,
2008,  current  liabilities  were comprised of: (i) $146,538 in accounts payable
and accrued liabilities; and (ii) $255,073 due to related parties.

As at September  30, 2008,  our total assets were  $1,883,928  comprised of: (i)
$77,598  in  current  assets;  and  (ii)  $1,806,330  in  unproven  oil  and gas
properties.  The  increase in total  assets  during the nine month  period ended
September 30, 2008 from fiscal year ended December 31, 2007 was primarily due to
the increase in valuation of the unproved oil and gas properties.

As at September 30, 2008, our total liabilities were $401,611 comprised entirely
of current liabilities. The decrease in liabilities during the nine month period
ended  September 30, 2008 from fiscal year ended December 31, 2007 was primarily
due to the  settlement  of an aggregate  $917,123 in current  indebtedness  (the
"Debt   Settlement")   by  the  issuance  of  an  aggregate   4,585,616   shares
(Post-Reverse  Stock  Split) of our  restricted  common stock at $0.21 per share
effective as of March 24, 2008. The difference  between the estimated fair value
of the common  shares at issuance  and the amount of the debt  settled  totaling
$45,856  was  included  on the  recorded  finance  costs.  See "Part II. Item 2.
Changes in Securities and Use of Proceeds."

Stockholders'  deficit  increased from ($960,600) for fiscal year ended December
31, 2007 to $1,482,317 for the nine month period ended September 30, 2008.


                                       17
<PAGE>

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the
nine month period  ended  September  30, 2008,  net cash flows used in operating
activities was ($1,071,664), consisting primarily of a net loss of ($1,748,123).
Net cash flows used in  operating  activities  was adjusted by $436,955 in stock
based  compensation  and  $424,660  in  financing  costs and $52,359 in interest
expense due to related  party.  Net cash flows used in operating  activities was
further  changed  by $10,972  relating  to an  accrual  due to related  parties,
($243,074)  in  accounts  payable  and  accrued  liabilities,  and a decrease of
($5,413)  related to increase in prepaid  expenses and other. For the nine month
period ended September 30, 2007, net cash flows used in operating activities was
($191,940),  consisting  primarily of a net loss of ($587,325),  and adjusted by
$283,395 in accounts payable and accrued liabilities and $111,990 due to related
parties.

CASH FLOWS FROM INVESTING ACTIVITIES

For the nine month  period  ended  September  30,  2008,  net cash flows used in
investing  activities was ($82,228) consisting of $82,228 for acquisition of oil
and gas properties. For the nine month period ended September 30, 2007, net cash
flows used in investing activities was ($1,340,645) consisting of $1,315,645 for
the  acquisition  of oil and gas  properties  and  $25,000 in  restricted  stock
deposits.

CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance  of  equity  and debt  instruments.  For the nine  month  period  ended
September  30, 2008,  net cash flows  provided  from  financing  activities  was
$1,192,088  compared to $1,557,500 for the nine month period ended September 30,
2007.  Cash flows from  financing  activities  for the nine month  period  ended
September 30, 2008  consisted of $897,088 in proceeds on sale and  subscriptions
of common stock and a net total of $295,000 in advances  from  related  parties.
Cash flows from financing  activities for the nine month period ended  September
30, 2007  consisted  of $759,000 in drilling  advances  and $798,500 in advances
from related parties.

We expect that working capital requirements will continue to be funded through a
combination  of our  existing  funds and further  issuances of  securities.  Our
working capital requirements are expected to increase in line with the growth of
our business.


PLAN OF OPERATION AND FUNDING

Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our  operations  over the next six
months.  We have no  lines  of  credit  or other  bank  financing  arrangements.
Generally,  we have  financed  operations  to date  through the  proceeds of the
private  placement  of  equity  and debt  instruments.  In  connection  with our


                                       18
<PAGE>

business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) oil and gas operating properties; (ii)
possible drilling  initiatives on current properties and future properties;  and
(iii) future  property  acquisitions.  We intend to finance these  expenses with
further issuances of securities,  and debt issuances.  Thereafter,  we expect we
will need to raise  additional  capital and generate  revenues to meet long-term
operating  requirements.  Additional  issuances  of equity or  convertible  debt
securities will result in dilution to our current  shareholders.  Further,  such
securities  might have rights,  preferences  or privileges  senior to our common
stock.  Additional  financing may not be available upon acceptable  terms, or at
all. If adequate  funds are not  available or are not  available  on  acceptable
terms,  we may not be  able  to  take  advantage  of  prospective  new  business
endeavors or opportunities,  which could  significantly and materially  restrict
our business operations.

During the period ended  September  30, 2008,  we completed a private  placement
consisting of 1,224,000  units at the price of $0.75 per unit for total proceeds
of $918,000.  During the nine month period ended September 30, 2008, we closed a
private placement  offering under Regulation S of the Securities Act pursuant to
which we issued an aggregate of 7,576,068 shares  (Post-Reverse Stock Split) and
received gross  proceeds of $1,515,214,  of which all consisted of settlement of
debt relating to amounts  previously  advanced to us by one of our  shareholders
and related  accrued  interest.  Effective  March 24,  2008,  we also settled an
aggregate  $917,123 in debt by the  issuance of 4,585,616  shares  (Post-Reverse
Stock Split) of our restricted  common stock at $0.21 per share.  The difference
between the estimated fair value of the common shares at issuance and the amount
of debt settled totaling $45,857 was recorded as a finance cost.
See "Part II. Item 2. Changes in Securities and Use of Proceeds."

MATERIAL COMMITMENTS

During fiscal year ended  December 31, 2007, an aggregate of $1,365,500  was due
and owing to one of our shareholders relating to advances. Subsequently,  during
January 2008, an additional  advance was made by this same shareholder to us for
an aggregate amount of $1,515,214 due and owing. This amount was assigned by the
shareholder  to various  assignees  and  settled  pursuant  to the  issuance  of
7,576,068 shares  (Post-Reverse  Stock Split) of our restricted  common stock at
$0.25 per share.  The difference  between the estimated fair value of the common
shares at issuance and the amount of debt settled totaling $378,803 was recorded
as a finance  cost.  During the nine month  period  ended  September  30,  2008,
$500,000 was repaid to the shareholder.  As a result,  as at September 30, 2008,
an  aggregate  $230,000  was due and  owing  to this  shareholder,  which  bears
interest at 8% per annum and has no specific  repayment  terms.  As at September
30, 2008, total accrued  interest was $14,102.  See "Part II. Item 2. Changes in
Securities and Use of Proceeds."

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any  significant  equipment  during the next twelve
months.


                                       19
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Report,  we do not have any off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our December 31, 2007 and December
31, 2006  financial  statements  contains an  explanatory  paragraph  expressing
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
financial  statements  have been prepared  "assuming  that we will continue as a
going concern," which  contemplates  that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.

ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of loss that may impact our financial  position,
results of  operations or cash flows due to adverse  change in foreign  currency
and interest rates.

EXCHANGE RATE

Our reporting currency is United States Dollars ("USD"). In the event we acquire
any properties  outside of the United States,  the fluctuation of exchange rates
may have  positive or negative  impacts on our results of  operations.  However,
since all of our properties are currently located within the United States,  any
potential  revenue and expenses will be denominated in U.S. Dollar,  and the net
income effect of appreciation  and devaluation of the currency  against the U.S.
Dollar would be limited to our costs of acquisition of property.

INTEREST RATE

Interest  rates in the United  States are  generally  controlled.  Any potential
future loans will relate mainly to  acquisition of properties and will be mainly
short-term.  However our debt may be likely to rise in connection with expansion
and if  interest  rates  were to rise at the  same  time,  this  could  become a
significant  impact  on our  operating  and  financing  activities.  We have not
entered  into  derivative  contracts  either  to  hedge  existing  risks  of for
speculative purposes.

ITEM IV. CONTROLS AND PROCEDURES

Our  management is  responsible  for  establishing  and  maintaining a system of
disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information  required to
be  disclosed by us in the reports that we file or submit under the Exchange Act
is  recorded,  processed,  summarized  and  reported,  within  the time  periods
specified  in  the  Commission's  rules  and  forms.   Disclosure  controls  and


                                       20
<PAGE>

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  officer  or
officers and  principal  financial  officer or officers,  or persons  performing
similar functions,  as appropriate to allow timely decisions  regarding required
disclosure.

An evaluation was conducted under the supervision and with the  participation of
our  management,  including  David  Urquhart  as our CEO until  his  resignation
effective August 8, 2008, Peter Wilson, as our CEO effective as of September 29,
2008,  and  D.  Bruce  Horton,  our  Chief  Financial  Officer  ("CFO"),  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of September 30, 2008.  Based on that evaluation,  Messrs.  Wilson
and Horton concluded that our disclosure  controls and procedures were effective
as of such date to ensure  that  information  required  to be  disclosed  in the
reports that we file or submit under the Exchange  Act, is recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms.  Such  officers  also  confirm  that there was no change in our  internal
control over financial  reporting  during the nine month period ended  September
30, 2008 that has  materially  affected,  or is reasonably  likely to materially
affect, our internal control over financial reporting.

AUDIT COMMITTEE REPORT

The Board of Directors has  established an audit  committee.  The members of the
audit  committee  are Mr.  Marcus  Johnson,  Mr.  Steve  Jewett and Mr. D. Bruce
Horton. Two of the three members of the audit committee are "independent" within
the  meaning of Rule 10A-3  under the  Exchange  Act.  The audit  committee  was
organized in November 20, 2004 and operates under a written  charter  adopted by
our Board of Directors.

The audit  committee has received and reviewed the written  disclosures  and the
letter from De Joya Griffith & Company,  LLC required by Independence  Standards
Board  Standard  No. 1,  Independence  Discussions  with  Audit  Committees,  as
amended,  and  has  discussed  with  De  Joya  Griffith  &  Company,  LLC  their
independence.

Based on the reviews and discussions  referred to above, the audit committee has
recommended to the Board of Directors that the financial  statements referred to
above be included in our Quarterly Report on Form 10-Q for the nine month period
ended September 30, 2008 filed with the Securities and Exchange Commission.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management  is  not  aware  of  any  legal   proceedings   contemplated  by  any
governmental authority or any other party involving us or our properties.  As of
the date of this Quarterly  Report,  no director,  officer or affiliate is (i) a
party adverse to us in any legal proceeding,  or (ii) has an adverse interest to
us in any  legal  proceedings.  Management  is not  aware  of  any  other  legal
proceedings pending or that have been threatened against us or our properties.


                                       21
<PAGE>

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

PRIVATE PLACEMENT OFFERINGS

SEPTEMBER 2008 PRIVATE PLACEMENT

During the nine month period ended  September  30, 2008,  we completed a private
placement offering (the "September 2008 Private Placement Offering"), whereby we
issued  an  aggregate  of  1,224,000  units at $0.75  per unit for  proceeds  of
$918,000, of which $297,750 have been issued as of September 30, 2008. Each unit
consists of one share of our  restricted  common stock and one  non-transferable
share  purchase  warrant  exercisable  at $1.50 per share for a period of twelve
months from the date of share  issuance.  The September  2008 Private  Placement
Offering was completed in reliance on Regulation S of the Securities  Act. Sales
were made to only  non-U.S.  residents.  The  September  2008 Private  Placement
Offering  was not  registered  under  the  Securities  Act or  under  any  state
securities  laws and may not be offered or sold  without  registration  with the
Securities  and  Exchange  Commission  or  an  applicable   exemption  from  the
registration  requirements.  The per share price of the  September  2008 Private
Placement  Offering was  arbitrarily  determined by our Board of Directors based
upon  analysis  of certain  factors  including,  but not  limited  to,  stage of
development,  industry status,  investment climate,  perceived investment risks,
our assets and net estimated worth.

FEBRUARY 2008 PRIVATE PLACEMENT

On February 13, 2008, we closed a private placement offering (the "February 2008
Private Placement Offering"), whereby we issued an aggregate of 7,576,068 shares
(Post-Reverse  Stock Split) of common stock at a deemed  settlement and issuance
price of $0.25 per share in  settlement  of an aggregate  $1,515,214 in debt due
and  owing by us to  certain  non-U.S.  residents.(The  difference  between  the
estimated  fair value of the common  shares at  issuance  and the amount of debt
settled  totaling  $378,803 was recorded as a finance  cost).  The February 2008
Private  Placement  Offering was  completed  in reliance on  Regulation S of the
Securities  Act. Sales were made to only non-U.S.  residents.  The February 2008
Private Placement  Offering was not registered under the Securities Act or under
any state  securities  laws and may not be offered or sold without  registration
with the Securities and Exchange Commission or an applicable  exemption from the
registration  requirements.  The per share price of the  February  2008  Private
Placement  Offering was  arbitrarily  determined by our Board of Directors based
upon  analysis  of certain  factors  including,  but not  limited  to,  stage of
development,  industry status,  investment climate,  perceived investment risks,
our assets and net estimated worth.

DEBT SETTLEMENT

Our Board of Directors,  pursuant to a Board of Directors' meeting held on April
1, 2008,  approved and  authorized the settlement of an aggregate of $917,123 in
current  indebtedness  (the "Debt  Settlement")  by the issuance of an aggregate
4,585,616 shares  (Post-Reverse  Stock Split) of our restricted  common stock at
$0.21 per share  effective as of March 24,  2008.  (The  difference  between the
estimated  fair value of the common  shares at  issuance  and the amount of debt


                                       22
<PAGE>

settled  totaling  $45,857  was  recorded  as a  finance  cost).  The  aggregate
4,585,616  shares  of  common  stock  were  issued  to seven  creditors  (each a
"Creditor")  pursuant to the terms and  conditions  of those certain $0.20 Share
for  Debt  Private  Placement   Subscription   Agreements   (collectively,   the
"Subscription  Agreements")  as entered into between us and each such  Creditor.
The shares issued to the funding investors  relating to the acquisition of their
interest in the Boggs#1 is included in this issuance.

The Debt Settlement was made to five non-United  States Creditors in reliance on
Rule 903 of Regulation S promulgated  under the Securities Act and to two United
States  accredited  Creditors in reliance on Section 4(2) of the Securities Act.
The securities  issued in the Debt Settlement have not been registered under the
Securities Act or under any state securities laws and may not be offered or sold
without  registration with the United States Securities and Exchange  Commission
or an applicable exemption from the registration requirements.

There were no finders'  fees or  commissions  payable by us upon the  successful
completion  of the Debt  Settlement  and we have  agreed to file a  registration
statement  with  the  United  States  Securities  and  Exchange   Commission  in
accordance  with the  Securities Act covering the resale of the shares of common
stock as issued to the Creditors.

REVERSE STOCK SPLIT

On April 1,  2008,  our  Board of  Directors  pursuant  to a Board of  Directors
meeting authorized and approved the Reverse Stock Split. The Reverse Stock Split
was effectuated based on market conditions and upon a determination by our Board
of Directors  that the Reverse Stock Split was in our best  interests and of the
shareholders.  Certain  factors were discussed among the members of the Board of
Directors  concerning  the need  for the  Reverse  Stock  Split,  including  the
increased  potential for financing.  The intent of the Reverse Stock Split is to
increase the  marketability  of our common  stock.  The Reverse  Stock Split was
effectuated  on April 22, 2008 upon filing the  appropriate  documentation  with
NASDAQ.  The Reverse  Stock Split  decreased  our total  issued and  outstanding
shares of common stock from  41,976,589 to  approximately  13,992,196  shares of
common stock. The common stock will continue to be $0.001 par value.

STOCK OPTION PLAN

On April 3, 2006,  our Board of Directors and our  shareholders  adopted a stock
option plan (the "Stock  Option  Plan").  A provision  in the Stock  Option Plan
provides  that in the event of a change in our  corporate or capital  structure,
the Plan Administrator shall make proportional adjustments in the maximum number
and kind of  securities  that may be subject to options.  On April 22, 2008,  we
effected the Reverse Stock Split,  which decreased the number of shares issuable
under the Stock Option Plan from 5,000,000 shares to 1,666,666  shares. On April
28, 2008, our Board of Directors  approved an amendment to the Stock Option Plan
to  increase  the number of shares  issuable  under the Stock  Option Plan to an
aggregate of 5,000,000.

On April 30,  2008,  we  authorized  the grant of an aggregate  1,250,000  stock
options to certain of our officers,  directors and  management.  The options are
exercisable at $1.00 per share for a period of ten years.

                                       23
<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No report required.

ITEM 5. OTHER INFORMATION

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS/ELECTION OF DIRECTORS/ APPOINTMENT OF
CERTAIN OFFICERS/COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

RESIGNATION OF DIRECTOR

Effective on July 8, 2008,  our Board of Directors  accepted the  resignation of
Thomas  Markham  as a  member  of  the  Board  of the  Company.  There  were  no
disagreements or disputes between us or Mr. Markham.

RESIGNATION OF CEO/APPOINTMENT OF CEO

Effective on April 30, 2008, our Board of Directors  accepted the resignation of
Marcus M. Johnson as our President/Chief  Executive Officer.  Mr. Marcus Johnson
remains as a member of our Board of  Directors.  On the same date,  the Board of
Directors  accepted the consent of David Urquhart to act as our  President/Chief
Executive Officer and as a member of the Board of Directors.

EXECUTIVE SERVICE AGREEMENT

On  April  30,  2008,  we  entered  into an  executive  service  agreement  with
Westhampton Ltd., an Alberta corporation ("Westhampton") and David Urquhart (the
"Executive  Agreement").  In  accordance  with the terms and  provisions  of the
Executive  Agreement,  Mr.  Urquhart  through  Westhampton  provided  to us such
services as required  relating to his  executive  position as our  President and
Chief Executive Officer.  In accordance with the further terms and provisions of
the Executive  Agreement,  we shall pay Westhampton a monthly fee of $10,000 and
grant to Mr. Urquhart 500,000 stock options exercisable at $1.00 per share for a
ten year period. The Executive  Agreement may be terminated by either party upon
thirty days notice.

RESIGNATION OF CEO/APPOINTMENT OF CEO

Effective on August 8, 2008, our Board of Directors  accepted the resignation of
David Urquhart as the  President/Chief  Executive  Officer and our director.  We
received notice of Mr. Urquhart's resignation  approximately September 19, 2008.
The resignation of Mr. Urquhart is not a result of any  disagreement  between us
or Mr. Urquhart  pertaining to matters  relating to our operations,  policies or
practices.  The  Executive  Agreement was  terminated  effective as of August 8,
2008.


                                       24
<PAGE>

Effective on September 29, 2008, our Board of Directors  accepted the consent of
Peter  Wilson as the  President/Chief  Executive  Officer and our  director.  In
accordance  with a written  consent  of  resolutions  of our Board of  Directors
signed by the members of the Board of Directors of the Company,  Mr.  Wilson was
duly  appointed  as our  President/Chief  Executive  Officer and a member of our
Board of Directors.

BIOGRAPHY

PETER WILSON. During the past fifteen years, Mr. Wilson has been involved in the
senior level management of public  companies.  His experience spans a wide range
of project development and contract  negotiations within the mining,  energy and
real  estate   industries.   Mr.   Wilson  has  focused  on  the   creation  and
implementation of market strategies, contract negotiations and financing options
for maximum return on  investments.  His business  experience  includes  diverse
international  assignments  in the United  Kingdom,  Canada,  the United States,
Switzerland and Norway. Mr. Wilson has worked extensively with overseas investor
groups and within the E&P market in Louisiana and Texas.

From  approximately  2007 through  current date,  Mr. Wilson is the President of
Hana Mining Ltd., a publicly  listed  exploration  company  seeking to develop a
copper-silver  project in Botswana,  Africa.  During approximately 2005 to 2006,
Mr. Wilson served as the  President and Chief  Executive  Officer of Sun Oil and
Gas Corp. During  approximately  1997 to 2005, Mr. Wilson was a Director and the
Vice President of International  Operations for Petroreal Oil Corp., a small oil
producer engaged in energy asset purchases  aggregating more than  $130,000,000.
During  approximately  1993 to 1999, Mr. Wilson was the Vice President of Samoth
Equity  Corporation (now Sterling Center Corp.),  where he began his involvement
with capital markets and finance.  Samoth Equity  Corporation  gained prominence
through the 1990s and grew to a  $150,000,000  TSX-listed  real estate  merchant
banking  organization  involved in lending  throughout the  southwestern  United
States and Canada.

Mr.  Wilson  continues  to serve as an  advisor to  several  public and  private
Houston-based  E&P  companies,  and  serves  as  a  Director  of  Offset  Energy
Corporation operating in the GOM and Houston, Texas.

APPOINTMENT OF DIRECTOR

Effective on September 29, 2008, our Board of Directors  accepted the consent of
Angelo Viard as one of our Directors.  In accordance  with a written  consent of
resolutions  of our Board of  Directors  signed by the  members  of our Board of
Directors,  Mr. Viard was duly  appointed as a member of our Board of Directors.
Therefore,  as of the date of this Quarterly  Report,  our Board of Directors is
comprised of the following individuals: Marcus Johnson, D. Bruce Horton, Stephen
Jewett,  Erik Essiger,  Peter Wilson and Angelo Viard.

BIOGRAPHY ANGELO VIARD.

During the past ten years,  Mr. Viard has been  involved in providing  companies
with advisory services  including,  but not limited to,  managerial,  investment
strategy,  finance,  information technology,  compliance,  accounting,  business


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<PAGE>

development,  mergers and acquisitions, and capital fund raising in a wide range
of industry  sectors  across the United States,  South America and Europe.  From
approximately   June  2007  through   current  date,  Mr.  Viard  has  been  the
President/Chief  Executive  Officer of Viard  Consulting  Services.  Mr. Viard's
functions  include full  budgeting  responsibilities,  management of budgets and
planning,  creation of policies and  administrative  procedures  to  restructure
business processes,  authoring multi-company employee manuals, design work order
tracking and billing  interface  systems for accounting,  and updating  business
plans,  accounting  structures and  organizational  changes to maximize business
growth.  From approximately  August 2006 through June 2007, Mr. Viard was the IT
operations  manager for Bare Escentuals where he was responsible for developing,
coordinating  multiple related projects in alignment with strategic and tactical
company goals,  served as a primary customer  advocate,  planned and coordinated
long term  systems  strategy,  and managed the day to day  operations  of the IT
department,    including   LAN/WAN    architecture,    telecommunications    and
hardware/software  support.  From approximately August 2005 through August 2006,
Mr. Viard was a senior IT audit consultant for  PricewaterhouseCoopers LLP where
he was responsible for determining the audit  documentation,  strategy and plan.
From  approximately  December 2004 through  August 2005, Mr. Viard was the Chief
Executive  Officer and founder of Technology  Mondial Inc., which was a start-up
company  specializing  in  broadband  wireless  technology  in  Costa  Rica  and
management and  development of wireless  connection  planning for Latin America.
Mr. Viard was also previously employed with OpenTV Inc., where he was manager of
information  system and  technology,  Thomas Weisel Partners LLC where he was an
information  technology brokerage services manager BancBoston Robertson Stephens
&  Co.  where  he  was a  senior  system  engineer  and  Environmental  Chemical
Corporation where he was a technical analyst.

Mr. Viard holds a master in computer  science,  a BS in business  management and
administration, and an A/A in computer business administration and network.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits:

         10.1  Option  Agreement  between Morgan Creek Energy Corp. and Westrock
               Land Corp. dated October 31, 2008. (1)

         10.2  Executive  Service  Agreement dated April 30, 2008 between Morgan
               Creek Energy Corp., Westhampton Ltd., and David Urquhart. (2)

         31.1  Certification  of Chief Executive  Officer pursuant to Securities
               Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

         31.2  Certification  of Chief Financial  Officer pursuant to Securities
               Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

         32.1  Certifications  pursuant to Securities  Exchange Act of 1934 Rule
               13a-14(b) or 15d- 14(b) and 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.


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<PAGE>


         (1)   Incorporated  by reference  from Current Report on Form 8-K filed
               with the Securities and Exchange Commission on November 5, 2008.

         (2)   Incorporated  by reference  from Current Report on Form 8-K filed
               with the Securities and Exchange Commission on April 5, 2008.

SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                               MORGAN CREEK ENERGY CORP.

Dated: November 12, 2008                       By: /s/ PETER WILSON
                                               _________________________________
                                               Peter Wilson President and
                                               Chief Executive Officer


Dated: November 12, 2008                       By: /s/ D. BRUCE HORTON
                                               _________________________________
                                               D. Bruce Horton, Chief Financial
                                               Officer


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