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 March 31, 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. 0-25455

                            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) 321-0603
                                 ______________
                           (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 May 6, 2008
Common Stock, $0.001           13,992,197*

*The total issued and outstanding  41,976,591  shares were reduced to 13,992,197
shares in accordance  with the reverse stock split of one share for three shares
(1:3) effective as of April 22, 2008.


<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                        12

Item 3.            Quantitative and Qualitative Disclosures About Market
                   Risk                                                       18

Item 4.            Controls and Procedures                                    18

Part II.           OTHER INFORMATION

Item 1             Legal Proceedings                                          19

Item 1A            Risk Factors                                               19

Item 2.            Unregistered Sales of Equity Securities and Use of
                   Proceeds                                                   19

Item 3             Defaults Upon Senior Securities                            21

Item 4             Submission of Matters to a Vote of Security Holders        21

Item 5             Other Information                                          21

Item 6             Exhibits                                                   23



<PAGE>


PART I

ITEM 1. FINANCIAL STATEMENTS


                            MORGAN CREEK ENERGY CORP.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2008
                                   (UNAUDITED)























BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

                                       1
<PAGE>
<TABLE>
<CAPTION>




                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS

                                                                                                March 31,        December 31,
                                                                                                  2008               2007
________________________________________________________________________________________________________________________________

                                                                                               (unaudited)          (audited)
                                     ASSETS

<S>                                                                                         <C>                <C>
CURRENT ASSETS
   Cash                                                                                     $         14,175   $         16,098
   Prepaid expenses and other                                                                         20,166             17,891
________________________________________________________________________________________________________________________________

TOTAL CURRENT ASSETS                                                                                  34,341             33,989

OIL AND GAS PROPERTIES, unproven (Note 3)                                                          1,779,700          1,724,102
________________________________________________________________________________________________________________________________

TOTAL ASSETS                                                                                $      1,814,041   $      1,758,091

================================================================================================================================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                               $        336,087   $        389,612
     Due to related parties (Note 6)                                                                 271,086          1,570,079
     Drilling advances payable                                                                             -            759,000
________________________________________________________________________________________________________________________________

TOTAL CURRENT LIABILITIES                                                                            607,173          2,718,691
________________________________________________________________________________________________________________________________

GOING CONCERN (Note 1)

STOCKHOLDERS' EQUITY (DEFICIT) (Note 4)
Common stock, 100,000,000 shares authorized with $0.001 par value
Issued and outstanding - 13,992,197 common shares                                                     13,992              9,938
     (December 31, 2007 - 9,938,302)
Additional paid-in-capital                                                                         6,845,183          3,992,240
Deficit accumulated during exploration stage                                                      (5,652,307)        (4,962,778)
________________________________________________________________________________________________________________________________

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                               1,206,868           (960,600)
________________________________________________________________________________________________________________________________

TOTAL LIABILITIES & STOCK HOLDERS' EQUITY (DEFICIT)                                         $      1,814,041   $      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)
                                                                                             Three months
                                                                      Three months ended         ended        October 19, 2004
                                                                          March 31,            March 31,       (inception) to
                                                                             2008                2007          March 31, 2008
________________________________________________________________________________________________________________________________

                                                                          (unaudited)         (unaudited)         (unaudited)

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

     Investor relations                                                     $          -       $          -      $     162,074
     Consulting fees                                                             112,845             44,378            741,303
     Management fees - related party                                              60,000             61,739            684,697
     Management fees - stock based compensation                                        -                   -         1,527,170
     Impairment of oil and gas properties (Note 3))                                    -                  -          1,273,410
     Office and general                                                           40,462             26,945            397,206
     Professional fees                                                            51,562             54,602            441,787
________________________________________________________________________________________________________________________________

NET OPERATING LOSS:                                                             (264,869)          (187,664)        (5,227,647)
________________________________________________________________________________________________________________________________

OTHER INCOME (EXPENSE)
     Financing Costs                                                            (424,660)                 -           (424,660)
________________________________________________________________________________________________________________________________

TOTAL OTHER INCOME (EXPENSE)                                                    (424,660)                 -           (424,660)
________________________________________________________________________________________________________________________________

NET LOSS                                                                    $   (689,529)      $   (187,664)     $  (5,652,307)
================================================================================================================================





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

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED                                          11,776,454          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
                                                                                   Three months ended            (inception) to
                                                                                        March 31,                   March 31,
                                                                                    2008               2007            2008
__________________________________________________________________________________________________________________________________

<S>                                                                             <C>                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                      $  (689,529)        $ (187,664)     $ (5,652,307)
  Adjustments to reconcile net loss to net cash used in operating
  activities:
     - Stock based compensation                                                           -                  -         1,527,170
     - Impairment of oil and gas properties                                               -                  -         1,273,410
     - Financing costs                                                              424,660                  -           424,660
CHANGES IN OPERATING ASSETS AND LIABILITIES
     - Increase in prepaid expenses and other                                        (2,275)                 -           (45,166)
     - Due to/ from related parties                                                  39,344             32,675           268,513
     - Increase (decrease) in accounts payable and accrued liabilities              (53,525)           (81,767)          296,410
__________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                              (281,325)          (236,756)       (1,907,310)
__________________________________________________________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
    Oil and gas property expenditures                                               (55,598)           (65,790)       (2,738,023)
    Restricted cash deposits                                                              -            (25,000)                -
__________________________________________________________________________________________________________________________________

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                         (55,598)           (90,790)       (2,738,023)
__________________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds on sale of common stock                                                      -                  -         2,125,008
    Drilling Advances                                                                     -                  -           759,000
    Advances from related parties                                                   335,000            327,500         1,775,500
__________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                           335,000            327,500         4,659,508
__________________________________________________________________________________________________________________________________

INCREASE (DECREASE)  IN CASH                                                         (1,923)               (46)           14,175

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

CASH, END OF PERIOD                                                             $    14,175         $    5,778      $     14,175
==================================================================================================================================


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)                        $ 2,432,337         $        -      $  2,432,337


</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
                                 MARCH 31, 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  2,365 gross 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 indicate
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 5,400 gross acres.

GOING CONCERN
The Company  commenced  operations  on October 19, 2004 and has not realized any
revenues since  inception.  As of March 31, 2008, the Company has an accumulated
deficit of $5,652,307 and a working capital deficiency of $572,832.  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 principals 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 three months ended March 31, 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
                                 MARCH 31, 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
                                 MARCH 31, 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 March 31, 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 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.

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.

                                       7
<PAGE>

                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2008
                                   (UNAUDITED)
________________________________________________________________________________

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

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 acres within the
Quachita Trend within the state of Texas for a three year term in  consideration
for $338,353.  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,
$1,362,158  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 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 5,400
net acres  within the state of New Mexico for a five year term in  consideration
for $81,303.  The Company has a 100% Working Interest and an 87.5% N.R.I. in the
leases.

                                       8
<PAGE>

                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2008
                                   (UNAUDITED)
________________________________________________________________________________

NOTE 4 - STOCKHOLDERS' EQUITY/DEFICIT
________________________________________________________________________________

(A)      SHARE CAPITAL
The Company's  capitalization  is 100,000,000  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 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.  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.

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 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%.

(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 totalling  $1,515,214.  The difference between the estimated fair value
of the common shares issued at and the amount of debt settled totalling $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  totalling  $45,857 was  recorded as a finance  cost during the
period (refer to Notes 3 and 6).

                                       9
<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2008
                                   (UNAUDITED)
________________________________________________________________________________

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

(D)      SHARE PURCHASE WARRANTS
Details of the Company's  share purchase  warrants  issued and outstanding as of
March 31, 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                          944,105                  October 16, 2008

</TABLE>


The Company's  share purchase  warrants  activity for the period ended March 31,
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                                       -                             -                               -
Expired                                      -                             -                               -
Exercised                                    -                             -                               -
____________________________________________________________________________________________________________________

Balance, March 31, 2008                314,702                      $   9.00                            0.55
====================================================================================================================
</TABLE>

All warrants are exercisable as at March 31, 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  maybe  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  within one year of his death or such  longer  period as the Board of
Directors may determine.

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%.

The Company's stock option warrants activity for the period ended March 31, 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                                      -                             -                               -
Expired                                      -                             -                               -
Exercised                                    -                             -                               -
____________________________________________________________________________________________________________________

Balance, March 31, 2008                616,667                      $   3.30                            3.70
====================================================================================================================

</TABLE>

All options are exercisable as at March 31, 2008.

                                       10
<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2008
                                   (UNAUDITED)
________________________________________________________________________________

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 March 31, 2008 the Company incurred consulting
fees of  $30,000  to IMT  (March 31,  2007 -  $167,500).  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).

As of March 31, 2008 and December 31,  2007,  a  shareholder  of the Company had
advanced $10,000 to the Company.  The amount is unsecured  non-interest  bearing
and without specific repayment terms.

As at December  31, 2007,  $1,365,500  was owing to a separate  shareholder  for
advances made to the Company.  During the period,  this shareholder made further
advances to the Company of $335,000.  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  totalling  $1,515,214 (refer
to Note 4). As a result,  as of March 31,  2008  $260,000  was owing which bears
interest at 8% per annum and has no specific  repayment  terms.  As of March 31,
2008 total accrued interest was $1,086 (December 31, 2007 - $66,456).

MANAGEMENT FEES
During the period ended March 31, 2008,  the Company paid officers and directors
$60,000 for management fees (March 31, 2007 -$30,000).

During the period  the  Company  converted  $71,250  of  management  fees of 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 March 31,
2008  the  Company  had net  operating  loss  carry  forwards  of  approximately
$2,427,000  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
________________________________________________________________________________

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  Pre-Reverse Stock
Split of an aggregate  4,585,616 shares of our restricted  common stock at $0.21
per share (pre 3 to 1 reverse split - April 22, 2008)  effective as of March 24,
2008.  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 $0.21 (pre 3 to 1 reverse split - April 22, 2008) 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 total fair market  value of these  shares at
tune if ussyabce

As described in Note 4, 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 which  resulted in 13,992,196
common  shares  outstanding  immediately  following  the  reverse  split.  These
financial statements have been restated, as applicable,  to reflect this reverse
split.


                                       11

<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 OR PLAN OF
OPERATION

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 "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

                                       12
<PAGE>

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  41,976,591  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  2,365 gross 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 5,400 net acres within the State of New Mexico
for a five-year term in consideration  for $81,303 (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. As of the date of this  Quarterly  Report,  we  received  a permit for
drilling of the twin well on the Quachita Prospect and commenced drilling of our
first well (the "Boggs #1). We have identified seven separate potential areas of
exploration  interest  in the  Quachita  Lease and have  carried  out wide scale
leasing on the first of these targets.  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
December  31,  2007,  we received  approximately  $759,000  in funding  from the
private  investors and incurred  $1,335,780 in drilling and completion  costs on
Boggs #1.  Accordingly,  as of December 31, 2007,  $564,892 of investor  funding

                                       13
<PAGE>

obligation has been recorded as project funding  receivable.  On March 24, 2008,
we negotiated with the funding  investors to acquire their interest in the Boggs
#1 for  $759,000  (which  amount is the 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  Post-Reverse  Stock Split of 1,265,000  shares of our  restricted
common stock at $0.63 per share (pre- April 22, 2008 reverse  split).  See "Part
II. Item 2. Changes in Securities and Use of Proceeds."

         NEW MEXICO PROSPECT

As of the date of this Quarterly  Report,  we have leased various  properties in
the New Mexico Prospect totaling  approximately 5,400 net acres within the State
of New Mexico for a five year term in consideration for $81,303.  We have a 100%
working interest and a 87.5% net revenue  interest in the leases  comprising the
New Mexico Prospect.

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.

THREE MONTH  PERIOD  ENDED MARCH 31, 2008  COMPARED TO THREE MONTH  PERIOD ENDED
MARCH 31, 2007

Our net loss for the three-month  period ended March 31, 2008 was  approximately
($689,529)  compared to a net loss of ($187,664)  during the three-month  period
ended March 31, 2007 (an increase of $501,865).  During the three-month  periods
ended March 31, 2008 and 2007, we did not generate any revenue.

During the  three-month  period  ended March 31, 2008,  we incurred  general and
administrative  expenses of approximately $264,869 compared to $187,664 incurred
during the  three-month  period  ended March 31, 2007 (an  increase of $77,205).
These general and administrative expenses incurred during the three-month period
ended March 31,  2008  consisted  of: (i)  consulting  fees of  $112,845  (2007:
$44,378); (ii) office and general of $40,462 (2007: $26,945); (iii) professional
fees of $51,562 (2007:  $54,602);  and (iv)  management  fees - related party of
$60,000 (2007: $61,739).

During the  three-month  periods ended March 31, 2008 and 2007, we did not incur
any  management  fees - stock based  compensation  relating to the  valuation of
stock options granted to our officers and directors.  We also did not record any
impairment of oil and gas properties during the three-month  periods ended March
31, 2008 and 2007. Thus, general and administrative expenses incurred during the
three-month period ended March 31, 2008 compared to the three-month period ended
March 31, 2007 increased primarily due to the increase in consulting fees and in
office and general  expenses.  General  and  administrative  expenses  generally

                                       14
<PAGE>

include corporate overhead,  financial and administrative  contracted  services,
marketing, and consulting costs.

Of the  $264,869  incurred as general  and  administrative  expenses  during the
three-month  period ended March 31,  2008,  we incurred  consulting  expenses of
$30,000 payable to International Market Trend, Inc. ("IMT"). In addition, during
the three-month  period ended March 31, 2008, we settled an aggregate  amount of
$86,873  for  consulting  fees and  advances  due and owing to IMT  through  the
issuance  Pre-Reverse  Stock Split of 144,788  shares 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  $264,869  incurred as general  and  administrative  expenses  during the
three-month period ended March 31, 2008, we incurred  management fees of $60,000
payable to our offices and directors. In addition, during the three-month period
ended March 31, 2008, we settled an aggregate  $71,250 for  management  fees due
and owing to our President,  Marcus  Johnson,  through the issuance  Pre-Reverse
Stock Split of 118,750 shares of our restricted  common stock. See Part II. Item
2. Changes in Securities and Use of Proceeds."

During the period the Company issued shares for debt. The difference between the
estimated  fair value of the common  shares issued at the amount of debt settled
totaling $424,660 was recorded as a finance cost during the period.

Our net loss during the  three-month  period ended March 31, 2008 was ($689,529)
or ($0.06) per share  compared to a net loss of  ($187,664) or ($0.02) per share
during the three-month  period ended March 31, 2007. The weighted average number
of shares  outstanding was 11,776,454 for the three-month period ended March 31,
2008 compared to 9,938,302 for the three-month period ended March 31, 2007.


LIQUIDITY AND CAPITAL RESOURCES

THREE-MONTH PERIOD ENDED MARCH 31, 2008

As at the  three-month  period  ended March 31,  2008,  our current  assets were
$34,341 and our current  liabilities were $607,173,  which resulted in a working
capital  deficiency of ($572,832).  As at the three-month period ended March 31,
2008, current assets were comprised of: (i) $14,175 in cash; and (ii) $20,166 in
prepaid.  As at the three-month period ended March 31, 2008, current liabilities
were comprised of: (i) $336,087 in accounts payable and accrued liabilities; and
(ii) $271,086 due to related parties.

As at the  three-month  period  ended  March 31,  2008,  our total  assets  were
$1,814,041  comprised of: (i) $34,341 in current assets;  and (ii) $1,779,700 in
unproven  oil and gas  properties.  The  increase  in total  assets  during  the
three-month period ended March 31, 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 the three-month  period ended March 31, 2008, our total  liabilities  were
$607,173 comprised entirely of current liabilities.  The decrease in liabilities
during the  three-month  period  ended  March 31,  2008 from  fiscal  year ended

                                       15
<PAGE>

December 31, 2007 was primarily due to the  settlement of an aggregate  $917,123
in current  indebtedness  (the "Debt  Settlement")  by the issuance  Pre-Reverse
Stock Split of an aggregate  4,585,616 shares of our restricted  common stock at
$0.21 per share (pre 3 to 1 reverse split April 22, 2008)  effective as of March
24, 2008. 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 $1,206,868 for the three-month period ended March 31, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the
three-month  period  ended  March 31,  2008,  net cash flows  used in  operating
activities was ($281,325), consisting primarily of a net loss of ($689,529). Net
cash flows used in  operating  activities  was  adjusted by $39,344  relating to
amounts due to related parties,  and a decrease of ($53,525) related to accounts
payable  and accrued  liabilities  and  ($2,275)  related to increase in prepaid
expenses and $424,660 related to the financing costs. For the three-month period
ended  March  31,  2007,  net  cash  flows  used  in  operating  activities  was
($236,756),  consisting  primarily of a net loss of ($187,664),  and adjusted by
$32,675 due to related  parties and a decrease of ($81,767)  related to accounts
payable and accrued liabilities.

CASH FLOWS FROM INVESTING ACTIVITIES

For the  three-month  period  ended  March  31,  2008,  net cash  flows  used in
investing  activities was ($55,598) consisting of $55,598 for acquisition of oil
and gas properties.  For the  three-month  period ended March 31, 2007, net cash
flows used in investing  activities was ($90,790)  consisting of $65,790 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 three-month period ended March
31,  2008,  net cash flows  provided  from  financing  activities  was  $335,000
compared to $327,500 for the three-month period ended March 31, 2007. Cash flows
from financing  activities for the three-month  periods ended March 31, 2008 and
2007 consisted of 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

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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  three-month  period  ended  March  31,  2008,  we  closed a private
placement offering under Regulation S of the Securities Act pursuant to which we
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.  And effective March 24, 2008, we also settled an
aggregate $917,123 in debt by the issuance of 4,585,616 shares of our restricted
common stock at $0.21 per share (pre 3 to 1 reverse split April 22,  2008).  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 $1,512,214 due and owing. This amount was assigned by the
shareholder  to various  assignees  and  settled  pursuant  to the  issuance  of
7,576,068 shares of our restricted common stock at $0.25 per share. As a result,
as of  March  31,  2008,  an  aggregate  $260,000  was  due  and  owing  to this
shareholder,  which bears interest at 8% per annum and has no specific repayment
terms. As at March 31, 2008,  total accrued  interest was $1,086.  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.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Annual 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

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<PAGE>

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 US
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
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 Marcus Johnson,  our Chief Executive  Officer ("CEO")
until  his  resignation  on April  28,  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 March 31,  2008.  Based on that
evaluation,  Messrs.  Johnson 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

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<PAGE>

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 March 31,  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
and. 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 reviewed and discussed  with  management  our financial
statements as of and for the three-month  period ended March 31, 2008. The audit
committee has also  discussed  with De Joya Griffith & Company,  LLC the matters
required  to  be  discussed  by   Statement  on  Auditing   Standards   No.  61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public  Accountants.  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  three-month
period ended March 31, 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.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

PRIVATE PLACEMENT OFFERING

On February 13,  2008,  we closed a private  placement  offering  (the  "Private
Placement Offering"),  whereby we issued Pre-Reverse Stock Split an aggregate of
7,576,068  shares of common stock at a deemed  settlement  and issuance price of
$0.25 per share (pre 3 to 1 reverse  split April 22, 2008) in  settlement  of an
aggregate $1,515,214 in debt due and owing by us to certain non-U.S. residents.

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<PAGE>


The Private Placement  Offering was completed in reliance on Regulation S of the
Securities  Act.  Sales  were  made  to only  non-U.S.  residents.  The  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 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  Pre-Reverse Stock
Split of an aggregate  4,585,616 shares of our restricted  common stock at $0.21
per share (pre 3 to 1 reverse split - April 22, 2008)  effective as of March 24,
2008.  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 $0.21 (pre 3 to 1 reverse split - April 22, 2008) 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

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<PAGE>

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.


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 500,000  stock options to David
Urquhart in accordance  with the terms and  provisions  of an executive  service
agreement.  The options are  exercisable  at $1.00 per share for a period of ten
years.

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

Effective on April 30, 2008, our Board of Directors  accepted the resignation of
Marcus M. Johnson as our President/Chief  Executive Officer.  Mr. Marcus 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.

BIOGRAPHY

DAVID  URQUHART,  PENG.  has  thirty-five  years  of  operational,  engineering,
management  and executive  experience in al facets of the equipment  fabrication
and  hydrocarbon  industries.  Mr.  Urquhart's  experience  involves  production
operations,  drilling and completion  operations,  exploration and  exploitation
operations,  plant and  facility  design  and  construction,  process  equipment
fabrication,  product  marketing,  project  economics,  preparation of operating
budgets and acquisitions and divestitures. Mr. Urquhart has designed and applied

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<PAGE>

programmable systems technology for business analysis and reporting outcomes for
IMB Systems, Microsoft Word, Microsoft Excel, Visio and Lotus Notes. He has also
had  extensive  national  and  international  exposure in business  development,
facility  construction and project management,  including marketing and sales in
Eastern  Europe,  the Middle East, the Orient and Africa.

From 1991 to present,  Mr.  Urquhart is the founder and principal of Westhampton
Ltd., a company  specializing in project management and market development.  Mr.
Urquhart provides contract operations  expertise and project management services
to various  companies  and  organizations  seeking to  establish  themselves  in
unfamiliar  or offshore  environments.  These  assignments  often  included  the
delivery of new  technologies  directed  at solving  modern day  production  and
process  problems.  Some  of the  projects  undertaken  were  delivered  through
contracts  with  Cal-Bow  Industries,  an  offshore  associate  company  focused
primarily on the oil and gas
industry markets of Russia, North Africa and the Middle East.

From 2007 through 2008,  Mr.  Urquhart  contracted  with Geneva  Resources  Inc.
pursuant to which he was  responsible  for due  diligence  investigation  on the
potential  associated with two large lease blocks  controlled by Allied Minerals
Ltd. in Plateau State,  Nigeria. From 2005 through 2007, Mr. Urquhart contracted
with Mart  Resources  Inc. to provide  design and  procurements  services on for
production facilities and pipelines in the three Nigerian joint venture projects
being  undertaken by Mart. His  responsibilitites  also included  overseeing the
day-to-day  operations of the company in Nigeria. He was subsequently  appointed
chief operating officer and elected to the board of directors of Allied Minerals
Ltd. From 2003 through 2005, Mr. Urquhart  contracted with KC WEllsite  Services
as the engineering director. He provided drilling programs,  casing design, well
license applications,  rig selection recommendations,  site construction advice,
third party services  selection,  cement  design,  well log  interpretation  and
operations  management to company  clients.  Mr. Urquhart also developed a joint
design  initiative  for an  Internet  site that would  provide  historical  well
drilling  graphs and drilling  program design formats to the independent oil and
gas operators in Western Canada. From 2002 through 2003, Mr. Urquhart contracted
with TESCO  Corporation  to develop a deep-well  water  drilling  joint  venture
initiative  for TESCO in the Sahara Desert Region of Algeria,  Tunisia and Libya
utilizing  the  company's  unique casing  drilling  technology.  During the same
period,  he also acted as an advisor to Mohamed Djoua,  Director of Drilling for
Sanatrach SpA, Algeria's national oil company, in the use of horizontal drilling
techniques suited to the optimization of deep sandstone formations.

Prior to founding his own company, Mr. Urquhart served as Vice President, Energy
Group for Finex  Capital  Corporation  of Calgary,  Alberta.Finex  was a Calgary
based merchant  banking  entity owned by First City Trust,  and charged with the
management of an extensive  investment  portfolio in both energy and  commercial
real estate assets.He also served as the senior officer in the  establishment of
all Finex owned and  operated  oil and gas service  companies,  as well as being
responsible  for  providing  operational  management  to all  Finex  oil and gas
production related subsidiary operations.

From the 1960s until 1983, Mr.  Urquhart was employed in a variety of successive
senior  management  positions,  primarily in charge of drilling  and  production
operations for established petroleum  development and production companies.  The
list of firms includes Petroleum Technologies of Wichita,  Kansas (1983 - 1987),
Hexagon  Gas  Limited  of  Calgary,  Alberta  (1977 - 1983) and Suncor  Inc.  of
Calgary, Alberta (1968 - 1977).

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<PAGE>


Mr. Urguhart graduated from Dalhousie  University in Haifax,  Nova Scotia with a
Bachelor of Science majoring in mathematics and minoring in engineering. He also
earned a  Bachelor  of  Engineering  from Nova  Scotia  Technical  College.  Mr.
Urguhart  is  affiliated  with  the   Association  of  Professional   Engineers,
Geologists and  Geophysicistgs of Alberta,  the Canadian Institute of Mining and
Metallurgy - Petroleum Society, the American Society of Petroleum Engineers, and
the  Associationof  Drilling  Engineers.  Mr.  Urquhart  is also a member of the
directors of Mainland Resources Inc., a publicly traded company.

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 will provide 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 to Westhampton a monthly fee of $10,000.00
and will 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.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits:

         10.1    Executive Service Agreement dated April 30, 2008 between Morgan
                 Creek Energy Corp., Westhampton Ltd., and David Urquhart. (1)

         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.

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


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<PAGE>


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: May 14, 2008                   By: /s/ DAVID URQUHART
                                      __________________________________________
                                              David Urquhart, President and
                                              Chief Executive Officer


Dated: May 14, 2008                   By: /s/ D. BRUCE HORTON
                                      __________________________________________
                                              D. Bruce Horton, Chief Financial
                                              Officer



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