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, 2009

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


                For the transition period from ______ to _______


                          COMMISSION FILE NO. 000-52139


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


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


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


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


Securities registered pursuant to                          Name of each exchange
    Section 12(b) of the Act:                              on which 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 4, 2009
Common Stock, $0.001                              15,216,196












                                      -2-


<PAGE>


                            MORGAN CREEK ENERGY CORP.

                                    Form 10-Q


Part 1.   FINANCIAL INFORMATION                                                4

Item 1.   FINANCIAL STATEMENTS
             Balance Sheets                                                    5
             Statements of Operations                                          6
             Statements of Cash Flows                                          7
             Notes to Financial Statements                                     8

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                            9

Item 3.   Quantitative and Qualitative Disclosures About Market Risk          11

Item 4.   Controls and Procedures                                             12

Part II.  OTHER INFORMATION                                                   25

Item 1.   Legal Proceedings                                                   25

Item 1A.  Risk Factors                                                        25

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         26

Item 3.   Defaults Upon Senior Securities                                     26

Item 4.   Submission of Matters to a Vote of Security Holders                 26

Item 5.   Other Information                                                   26

Item 6.   Exhibits                                                            26


                                      -3-


<PAGE>


PART I

ITEM 1. FINANCIAL STATEMENTS


                            MORGAN CREEK ENERGY CORP.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2009
                                   (unaudited)
























                                      -4-


<PAGE>

<TABLE>
<CAPTION>

                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS

                                                                        March 31,        December 31,
                                                                          2009               2008
_____________________________________________________________________________________________________
                                                                       (Unaudited)        (Audited)
<S>                                                                    <C>               <C>
                                     ASSETS

CURRENT ASSETS
   Cash                                                                $       584        $    14,883
   Other current assets                                                     25,804             25,804
_____________________________________________________________________________________________________

TOTAL CURRENT ASSETS                                                        26,388             40,687

OIL AND GAS PROPERTIES, unproven (Note 3)                                1,802,943          1,802,943
_____________________________________________________________________________________________________

TOTAL ASSETS                                                           $ 1,829,331       $  1,843,630
=====================================================================================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
   Accounts payable and accrued liabilities                            $   337,979        $   303,959
   Due to related parties (Note 6)                                         397,828            331,162
_____________________________________________________________________________________________________

TOTAL CURRENT LIABILITIES                                                  735,807            635,121
_____________________________________________________________________________________________________

GOING CONCERN (Note 1)

STOCKHOLDERS' EQUITY  (Note 4)
Common stock, 33,333,333 shares authorized with $0.001 par value
Issued and outstanding
   15,216,196 common shares (December 31, 2008 -15,216,196)                 15,216             15,216
   Additional paid-in-capital                                            8,178,001          8,178,001
   Deficit accumulated during exploration stage                         (7,099,693)        (6,984,708)
_____________________________________________________________________________________________________

TOTAL STOCKHOLDERS' EQUITY                                               1,093,524          1,208,509
_____________________________________________________________________________________________________

TOTAL LIABILITIES & STOCK HOLDERS' EQUITY                              $ 1,829,331       $  1,843,630
=====================================================================================================


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

</TABLE>

                                      -5-

<PAGE>

<TABLE>
<CAPTION>

                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                       Three months ended               October 19, 2004
                                                              March 31                   (inception) to
                                                       2009              2008            March 31, 2009
________________________________________________________________________________________________________
<S>                                                 <C>               <C>                 <C>

GENERAL AND ADMINISTRATIVE EXPENSES

   Investor relations                               $        -        $   112,845         $    322,018
   Consulting fees                                      15,000             60,000              871,960
   Management fees - related party                      45,600                  -              933,683
   Management fees - stock based compensation                -                  -            1,964,125
   Impairment of oil and gas properties                      -                  -            1,273,410
   Office and general                                   19,889             31,119              541,864
   Professional fees                                    27,904             51,562              663,656
________________________________________________________________________________________________________

NET OPERATING LOSS                                    (108,393)          (255,526)          (6,570,716)
________________________________________________________________________________________________________

OTHER EXPENSE
   Financing costs                                           -           (424,660)            (424,660)
   Interest expense                                     (6,592)            (9,343)            (104,317)
________________________________________________________________________________________________________

TOTAL OTHER EXPENSE                                     (6,592)          (434,003)            (528,977)
________________________________________________________________________________________________________

NET LOSS                                            $ (114,985)       $  (689,529)        $ (7,099,693)
======================================================================================================

BASIC LOSS PER COMMON SHARE                         $    (0.01)       $     (0.06)
=================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC                             15,216,196        11,776,454
=================================================================================


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

</TABLE>

                                      -6-

<PAGE>

<TABLE>
<CAPTION>

                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                          Three months ended             October 19, 2004
                                                                                March 31                  (inception) to
                                                                         2009             2008            March 31, 2009
_________________________________________________________________________________________________________________________
<S>                                                                    <C>             <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                                             $(114,985)      $  (689,529)        $(7,099,693)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
      - Stock based compensation                                               -                 -           1,964,125
      - Impairment of oil and gas properties                                   -                 -           1,273,410
      - Financing costs                                                        -           424,660             424,660
CHANGES IN OPERATING ASSETS AND LIABILITIES
   - Other current assets                                                      -            (2,275)            (50,804)
   - Due to related parties accrued                                       16,666            39,344             305,255
   - Accounts payable and accrued liabilities                             34,020           (53,525)            298,302
_________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                    (64,299)         (281,325)         (2,884,745)
_________________________________________________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
   Oil and gas property expenditures                                           -           (55,598)         (2,761,266)
_________________________________________________________________________________________________________________________

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                    -           (55,598)         (2,761,266)
_________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds on sale and subscriptions of common stock                          -                 -           3,022,095
   Drilling Advances                                                           -                 -             759,000
   Advances from related parties-net                                      50,000           335,000           1,865,500
_________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                 50,000           335,000           5,646,595
_________________________________________________________________________________________________________________________

INCREASE (DECREASE)  IN CASH                                             (14,299)           (1,923)                584

CASH, BEGINNING OF PERIOD                                                 14,883            16,098                   -
_________________________________________________________________________________________________________________________

CASH, END OF PERIOD                                                    $     584       $    14,175         $       584
=========================================================================================================================

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


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

</TABLE>

                                      -7-

<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (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 New Mexico ("New Mexico Prospect").  The leases are unproven.  To date
we have leased approximately 7,576 net acres within the State of New Mexico. The
company has also entered into an option to acquire an additional 7,763 net acres
in New Mexico.  (Refer to Note 3) In addition,  we acquired leases in Texas (the
"Quachita Prospect").  To date the Company has acquired  approximately 1,971 net
acres.  During the production testing and evaluation period on the first well on
the property,  the Boggs #1, four of the five tested zones produced  significant
volumes of natural gas. Analysis of the gas indicates a "sweet"  condensate rich
gas with BTU values of 1,000.  This quality will yield a premium  price over the
current U.S.  average  natural gas price.  As formation  water was also produced
with the  natural  gas in the  tested  zones,  the Boggs #1 is  currently  under
evaluation.

GOING CONCERN

The Company  commenced  operations  on October 19, 2004 and has not realized any
revenues since  inception.  As of March 31, 2009, the Company has an accumulated
deficit of $7,099,693 and a working capital deficit of $709,419.  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. The financials  statements
do not include any adjustments relating to the recoverability and classification
of recorded  assets,  or the amounts of and  classification  of liabilities that
might be necessary in the event the company  cannot  continue in  existence.  To
date the Company has funded its initial  operations by way of private placements
of common stock and advances from related parties.

UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for financial information and with
the  instructions  to Form  10-Q of  Regulation  S-X.  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, 2008  included in the  Company's  Annual  Report on Form 10-K 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-K.
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, 2009 are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2009.

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.


                                      -8-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (unaudited)
________________________________________________________________________________


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

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.

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.


                                      -9-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (unaudited)
________________________________________________________________________________


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

CASH AND CASH EQUIVALENTS

For the statements of cash flows, all highly liquid investments with maturity of
three months or less are considered to be cash  equivalents.  There were no cash
equivalents  as of March 31, 2009 and December 31, 2008 that exceeded  federally
insured limits.

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.

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, 2009, 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.


                                      -10-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (unaudited)
________________________________________________________________________________


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

RECENT ACCOUNTING PRONOUNCEMENT

In May 2008, the FASB issued SFAS No. 163,  Accounting  for Financial  Guarantee
Insurance Contracts ("SFAS 163"). SFAS 163 clarifies how SFAS 60, Accounting and
Reporting by Insurance  Enterprises  applies to  financial  guarantee  insurance
contracts  issued  by  insurance  enterprises,  including  the  recognition  and
measurement of premium revenue and claim liabilities.  It also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective
for the  Company's  interim  period  commencing  January  1,  2009,  except  for
disclosures about an insurance enterprise's  risk-management  activities,  which
were  effective for the Company's  interim period  commencing  July 1, 2008. The
adoption  of this  standard  during  the  period  did not have any impact on the
Company's financial position, cash flows or results of operations.

In March  2008,  the FASB  issued SFAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and hedging  activities by
requiring  enhanced  disclosures to enable investors to better  understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows. SFAS 161 achieves these improvements by requiring  disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also  provides  more  information  about an entity's  liquidity  by requiring
disclosure of  derivative  features that are credit  risk-related.  Finally,  it
requires  cross-referencing within footnotes to enable financial statement users
to  locate  important  information  about  derivative  instruments.  SFAS 161 is
effective for financial  statements  issued for fiscal years and interim periods
beginning  after November 15, 2008, and was adopted by the Company  beginning in
the first quarter of 2009.  The adoption of this standard  during the period did
not have any impact on the Company's financial  position,  cash flows or results
of operations.

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.  The adoption of this
standard  during the period did not have any impact on the  Company's  financial
position, cash flows 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. The adoption of
this  standard  during  the  period  did not have any  impact  on the  Company's
financial position, cash flows or results of operations.


NOTE 3 - OIL AND GAS PROPERTIES
________________________________________________________________________________

(a) QUACHITA PROSPECT

The Company has leased  various  properties  totalling  approximately  1,971 net
acres within the Quachita Trend within the state of Texas for a three year term,
all expiring  during the year ended 2009, in  consideration  for  $338,353.  The
Company has a 100% Working Interest and a 77% N.R.I. in the leases.


                                      -11-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (unaudited)
________________________________________________________________________________


NOTE 3 - OIL AND GAS PROPERTIES (continued)
________________________________________________________________________________

BOGGS #1

On June 7, 2007,  the  Company  began  drilling  its first well on the  Quachita
Prospect  (Boggs  #1).  During  2007 the Company  began  production  testing and
evaluation  of the well. Of the five tested  zones,  four  produced  significant
volumes of natural gas. As formation  water was also  produced  with the natural
gas in the tested zones, the Boggs # 1 is currently under  evaluation.  To date,
$1,357,208  has been  incurred on drilling and  completion  expenditures  on the
Boggs #1. The Boggs #1 was initially privately funded with the funding investors
receiving a 75% Working  Interest and a 54% Net Revenue Interest in exchange for
providing 100% of all drilling and completion  costs.  To December 31, 2007, the
Company had incurred  $1,335,781 of costs on Boggs #1 and had received  $759,000
in funding from the private investors. On March 24, 2008, the Company negotiated
with the funding  investors to acquire their  interest in the well for an amount
equal to the  total  amount  of their  initial  investment  being  $759,000  and
forgiveness  of any  additional  amounts  owing.  Effective  March 24, 2008, the
Company  completed  this  acquisition  and  settlement  through the  issuance of
1,265,000 shares of common stock at $0.63 per share (refer to Note 4).

(b) NEW MEXICO PROSPECT

The Company to date has leased various properties totalling  approximately 7,576
net acres  within the state of New Mexico for a five year term in  consideration
for $112,883. The Company has a 100% Working Interest and an 84.5% N.R.I. in the
leases.  On October 31, 2008,  the Company  entered into an agreement to acquire
from Westrock Land Corp.  approximately  7,763  additional net acres of property
within  the  State of New  Mexico  for a five  year  term in  consideration  for
$388,150.   The  Company   optioned  to  acquire  a  100%  working  interest  in
approximately  7,763 net acres;  consisting  of a 78.5% N.R.I.  in the leases in
approximately 2,017 net acres and an 81.5% N.R.I. in the leases in approximately
5,746 net acres.  Under the terms of the  agreement  the Company has until April
16, 2009 to complete the transactions. (Refer to note 8).

(Subsequent to March 31, 2009, the term for completion of the  transactions  was
extended to June 1, 2009).


NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)
________________________________________________________________________________

(a) SHARE CAPITAL

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

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

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

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


                                      -12-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (unaudited)
________________________________________________________________________________


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

(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%.

During 2008, the Company completed a private  placement  consisting of 1,224,000
units at $0.75 per unit for total gross proceeds of $918,000. Each unit consists
of one common share and one non-transferable  share purchase warrant exercisable
at $1.50 per share for a period of 12 months from the date of share issuance.  A
finders fee of 3.5%  ($20,913)  was paid on  $597,500  of the private  placement
proceeds received.

(c) OTHER ISSUANCES

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

On March 24,  2008,  the Company  issued  1,528,538  shares of common stock at a
price of $0.63  per  share on  settlement  of  related  party  advances  and the
acquisition  of the  interest  in the  Boggs  #1 well  totalling  $962,980.  The
difference between the estimated fair value of the common shares at issuance and
the amount of debt  settled  totaling  $45,857 was  recorded  as a finance  cost
during the period (refer to Notes 3 and 6).

(d) SHARE PURCHASE WARRANTS

Details of the Company's  share purchase  warrants  issued and outstanding as of
March 31, 2009 are as follows:

                     Number of warrants
Exercise price       to purchase shares         Expiry Date
______________       __________________       ________________

    $1.50                 397,000             June 27, 2009
    $1.50                 827,000             October 23, 2009


                                      -13-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (unaudited)
________________________________________________________________________________


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

The Company's  share purchase  warrants  activity for the period ended March 31,
2009 is summarized as follows:

<TABLE>
<CAPTION>

                                                                           Weighted average
                                                      Weighted average       remaining In
                                                       exercise Price      contractual life
                               Number of Warrants        per share            (in years)
___________________________________________________________________________________________
<S>                                  <C>                   <C>                   <C>

Balance, December 31, 2007           314,702               $ 9.00                0.80
Issued                             1,224,000                 1.50                   -
Expired                             (314,702)                9.00                   -
Exercised                                  -                    -                   -
___________________________________________________________________________________________

Balance, December 31, 2008         1,224,000                 1.50                0.71
Issued                                     -                    -                   -
Expired                                    -                    -                   -
Exercised                                  -                    -                   -
___________________________________________________________________________________________

Balance, March 31, 2009            1,224,000               $ 1.50                0.46
===========================================================================================

All warrants are exercisable as at March 31, 2009.

</TABLE>


NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

On April 3, 2006, the Board of Directors of the Company  ratified,  approved and
adopted a Stock  Option Plan for the Company in the amount of  1,666,667  shares
with an exercisable period up to 10 years. In the event an optionee ceases to be
employed by or to provide  services to the Company for reasons other than cause,
any Stock  Option that is vested and held by such  optionee  may be  exercisable
within up to ninety  calendar  days after the  effective  date that his position
ceases. No Stock Option granted under the Stock Option Plan is transferable. Any
Stock  Option held by an optionee at the time of his death may be  exercised  by
his estate  within one year of his death or such  longer  period as the Board of
Directors may  determine.  On April 28, 2008,  the Board of Directors  deemed it
necessary  to approve an  amendment  to the Stock Option Plan to an aggregate of
5,000,000 shares.

As approved by the Board of directors, on December 12, 2006, the Company granted
616,668  stock  options to certain  officers,  directors  and  management of the
Company at $3.30 per share.  The term of these options are five years. The total
fair value of these  options at the date of grant was estimated to be $1,527,170
and was recorded as a stock based  compensation  expense  during 2006.  The fair
value of these  options was estimated  using the  Black-Scholes  option  pricing
model  with the  following  assumptions:  expected  life of 3 years;  risk  free
interest rate of 4.49%; dividend yield of 0% and expected volatility of 187%.

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


                                      -14-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (unaudited)
________________________________________________________________________________


NOTE 5 - STOCK OPTION PLAN (continued)
________________________________________________________________________________

The  Company's  stock  option  activity  for the period  ended March 31, 2009 is
summarized as follows:

<TABLE>
<CAPTION>

                                                                           Weighted average
                                                      Weighted average       remaining In
                                                       exercise Price      contractual life
                               Number of Options         per share            (in years)
___________________________________________________________________________________________
<S>                                  <C>                   <C>                   <C>

Balance, December 31, 2007           616,668               $ 3.30                3.95
Granted                            1,250,000                 1.00                   -
Expired                                    -                    -                   -
Exercised                                  -                    -                   -
___________________________________________________________________________________________

Balance, December 31, 2008         1,866,668                 1.76                7.22
Granted                                    -                    -                   -
Expired                                    -                    -                   -
Exercised                                  -                    -                   -
___________________________________________________________________________________________

Balance, March 31, 2009            1,866,668               $ 1.76                6.97
===========================================================================================

All options are exercisable as at March 31, 2009.

</TABLE>


NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

As of December  31,  2007,  $1,365,500  was owed to a separate  shareholder  for
advances  made to the  Company.  During  2008,  this  shareholder  made  further
advances to the Company of $885,000 and $500,000 was repaid to the  shareholder.
On February 13, 2008, the Company issued  2,525,356  shares of common stock at a
price of $0.75 per share on  settlement  of related  party  advance  and related
accrued interest totaling  $1,894,017 (Refer to Note 4). During the period, this
shareholder made further advances of $50,000. As a result, as of March 31, 2009,
$360,000  (December 31, 2008 - $310,000) was owed which bears interest at 8% per
annum and has no specific  repayment  terms. As of March 31, 2009, total accrued
interest was $25,755 (December 31, 2008 - $19,164).

MANAGEMENT FEES

During the three month period ended March 31, 2009, the Company incurred $45,600
(2008 -$60,000) for management  fees to officers and directors.  As of March 31,
2009,  total amount owing in  management  fees was $12,073  (December 31, 2008 -
$1,998).


NOTE 7 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for reporting purposes. As of March 31,
2009,  the  Company  had net  operating  loss carry  forwards  of  approximately
$4,711,000  that may be available to reduce future years' taxable income through
2029.  Future tax benefits  which may arise as a result of these losses have not
been  recognized  in  these  financial  statements,   as  their  realization  is
determined  not likely to occur and  accordingly,  the  Company  has  recorded a
valuation  allowance  for the  deferred  tax  asset  relating  to these tax loss
carryforwards.

NOTE 8 - SUBSEQUENT EVENTS
________________________________________________________________________________

Subsequent  to the period on March 31,  2009,  the Company  extended  its option
agreement on approximately 7,763 net acres on its New Mexico Prospect to June 1,
2009. (Refer to note 3)


                                      -15-


<PAGE>


                           FORWARD LOOKING STATEMENTS

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

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

GENERAL

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

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

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 New Mexico (the "New Mexico  Prospect").  The leases are  unproven and
were acquired for  approximately  $338,000.  We have leased  various  properties
totaling  approximately  7,576 net acres  within  the State of New  Mexico for a
five-year term in  consideration  for $112,883.  We have a 100% working interest
and an 84.5% net revenue interest in the leases.  In addition,  we have acquired
leases  in  Texas  (the  "Quachita   Prospect").   To  date,  we  have  acquired
approximately 1,971 net acres within the Quachita Prospect in the State of Texas
for a  three-year  term all expiring  during the year ended 2009.  We acquired a
100%  working  interest  and a 77% net revenue  interest in natural gas targeted
Quachita Prospect leases.


                                      -16-


<PAGE>


OIL AND GAS PROPERTIES

The acreage and location of our oil and gas properties is summarized as follows:

                        NET ACRES(*)

       Texas               1,971
       New Mexico          7,576
                           _____
           Total:          9,547

(*)  Certain of our  interests  in our oil and gas  properties  may be less than
     100%.  Accordingly,  we  have  presented  the  acreage  of our  oil and gas
     properties on a net acre basis.

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 WELL.  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 initially  retained a
25% working  interest and a 23% net revenue interest in the Boggs #1 well. As of
March 31, 2009, we incurred  $1,357,208 in drilling and completion  costs. As of
March 31,  2009,  we had  received a total of $759,000 in funding  from  private
investors.  On March 24,  2008,  we  negotiated  with the funding  investors  to
acquire  their  interest in the Boggs #1 for $759,000  (which amount is equal to
the total amount of the funding investors'  initial  investment) and forgiveness
of any additional  amounts owing.  Effective on March 24, 2008, we completed the
acquisition   and   settlement   through  the  issuance  of   1,265,000   shares
(Post-Reverse  Stock Split) of our  restricted  common stock at $0.63 per share.
The difference between the estimated fair value of the common shares at issuance
and the amount of the debt  settled  totaling  $37,950 was recorded as a finance
cost.

NEW MEXICO PROSPECT

As of the date of this Quarterly  Report,  we have leased various  properties in
the New Mexico Prospect totaling  approximately 7,576 net acres within the State
of New Mexico for a five year term in consideration for $112,883. We have a 100%
working interest and an 84.5% net revenue interest in the leases  comprising the
New Mexico Prospect.


                                      -17-


<PAGE>


WESTROCK LAND CORP. OPTION  AGREEMENT.  Effective on October 31, 2008, our Board
of  Directors  authorized  the  execution  of an option  agreement  (the "Option
Agreement") with Westrock Land Corp, a private Texas  corporation  ("Westrock").
In  accordance  with the terms  and  provisions  of the  Option  Agreement:  (i)
Westrock owns all right,  title and interest in and to  approximately  7,763 net
acres of property within the State of New Mexico with a net revenue  interest of
81.5%  pertaining  to 5,746 of the net acres and a 78.5%  net  revenue  interest
pertaining  to 2,017 net acres (the "New Mexico  Leases");  (b)  Westrock has an
option  until June 23,  2009 to  exercise a five year lease at $100 per net acre
for  acquisition  of the 2,017  net  acres;  (iii) we  desire to  acquire a 100%
working  interest  in the New  Mexico  Leases at $50.00 per net acre for a total
purchase price of approximately  $388,150; and (iv) we have until April 16, 2009
to complete our due diligence (the "Option Period").

Subsequently,  Westrock  granted to us an extension to June 1, 2009 within which
to  complete  our due  diligence.  It is  anticipated  that in the event the due
diligence is completed  satisfactory  to us, the effective date of conveyance of
the working  interest in the New Mexico Leases to us will occur on approximately
June 1, 2009.


















                                      -18-


<PAGE>

<TABLE>
<CAPTION>

RESULTS OF OPERATION

                                                                     FOR THE PERIOD FROM
                                                                       OCTOBER 19, 2004
                                        THREE MONTH PERIOD ENDED       (INCEPTION) TO
                                        MARCH 31, 2009 AND 2008        MARCH 31, 2009
                                        ________________________     ___________________
<S>                                     <C>            <C>               <C>

STATEMENT OF OPERATIONS DATA

GENERAL AND ADMINISTRATIVE EXPENSES

    Investor relations expenses          $    -0-       $112,845          $  322,018

    Consulting expenses                    15,000            -0-             871,960

    Management fees-related party          45,600         60,000             933,683

    Management fees-stock based
    compensation                              -0-            -0-           1,964,125

    Impairment of oil and gas
    properties                                -0-            -0-           1,273,410

    Office and general                     19,889         31,119             541,864

    Professional Fees                      27,904         51,562             663,656

NET OPERATING LOSS                      ($108,393)     ($255,526)        ($6,570,716)

OTHER EXPENSE

    Financing Costs                           -0-       (424,660)           (424,660)

    Interest expense                       (6,592)        (9,343)           (104,317)

NET LOSS                                ($114,985)     ($689,529)        ($7,099,693)

</TABLE>


                                      -19-

<PAGE>


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, 2009  COMPARED TO THREE MONTH  PERIOD ENDED
MARCH 31, 2008.

Our net loss for the three month  period  ended  March 31,  2009 was  ($114,985)
compared to a net loss of  ($689,529)  during the three month period ended March
31, 2008 (a decrease of  $574,544).  During the three month  periods ended March
31, 2009 and 2008, we did not generate any revenue.

During the three month  period  ended March 31,  2009,  we incurred  general and
administrative  expenses of approximately $108,393 compared to $255,526 incurred
during the three month  period  ended  March 31, 2008 (a decrease of  $147,133).
These general and administrative expenses incurred during the three month period
ended  March 31,  2009  consisted  of: (i)  consulting  fees of  $15,000  (2008:
$60,000); (ii) office and general of $19,889 (2008: $31,119); (iii) professional
fees of $27,904 (2008: $51,562); (iv) management fees - related party of $45,600
(2008: $0); and (v) investor relations of $-0- (2008: $112,845).

During the three month  periods  ended March 31, 2009 and March 31, 2008, we did
not  record  any  impairment  of oil  and  gas  properties.  Thus,  general  and
administrative  expenses  incurred during the three month period ended March 31,
2009 compared to the three month period ended March 31, 2008 decreased primarily
due to the decrease in expenses associated with investor  relations,  consulting
fees,  office and  general and  professional  fees.  General and  administrative
expenses  generally include  corporate  overhead,  financial and  administrative
contracted services, marketing, and consulting costs.

Of the $108,393 incurred as general and administrative expenses during the three
month period ended March 31, 2009,  we incurred  consulting  expenses of $15,000
(2008- $60,000).  We further incurred  management fees of $45,600 payable to our
officers  and  directors.  As of March  31,  2009,  the  total  amount  owing in
management fees was $12,073.

Financing costs incurred during the three month periods ended March 31, 2009 and
March  31,  2008 of $-0- and  $424,660,  respectively,  were  recorded  as other
expense.  In addition,  interest  expense  during the three month  periods ended
March 31,  2009 and  March 31,  2008 of $6,592  and  $9,343,  respectively,  was
recorded as other expense.  This resulted in a net loss of ($114,985) or ($0.01)
per share for the three month period ended March 31, 2009 compared to a net loss
of  ($689,529)  or ($0.06) per share for the three month  period ended March 31,
2008. The weighted  average number of shares  outstanding was 15,216,196 for the
three month period  ended March 31, 2009  compared to  11,776,454  for the three
month period ended March 31, 2008.


                                      -20-


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

AS AT MARCH 31, 2009

As at the three month  period  ended  March 31,  2009,  our current  assets were
$26,388 and our current  liabilities were $735,807,  which resulted in a working
capital  deficiency of ($709,419).  As at the three month period ended March 31,
2009,  current  assets were  comprised of: (i) $584 in cash; and (ii) $25,804 in
other current assets. As at the three month period ended March 31, 2009, current
liabilities  were  comprised  of: (i)  $337,979 in accounts  payable and accrued
liabilities; and (ii) $397,828 in amounts due to related parties.

As at the three  month  period  ended  March 31,  2009,  our total  assets  were
$1,829,331  comprised of: (i) $26,388 in current assets;  and (ii) $1,802,943 in
unproven oil and gas properties.  The slight decrease in total assets during the
three month period ended March 31, 2009 from fiscal year ended December 31, 2008
was primarily due to the decrease in cash.

As at the three month period ended March 31, 2009,  our total  liabilities  were
$735,807 comprised entirely of current liabilities.  The increase in liabilities
during the three  month  period  ended  March 31,  2009 from  fiscal  year ended
December  31, 2008 was  primarily  due to an  increase  in accounts  payable and
accrued  liabilities  and  amounts  due to  related  parties.  See " -  Material
Commitments".

Stockholders'  equity  decreased  from  $1,208,509  as of  December  31, 2008 to
stockholders' equity of $1,093,524 as of March 31, 2009.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the
three  month  period  ended  March 31,  2009,  net cash flows used in  operating
activities was ($64,299),  consisting primarily of a net loss of ($114,985). Net
cash flows used in operating  activities  was changed by $16,666  relating to an
accrual  due to related  parties  and  $34,020 in  accounts  payable and accrued
liabilities.  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),  adjusted by $424,660 in financing  costs and further  changed by
$39,344 relating to an accrual due to related parties, ($2,275) in other current
assets and ($53,525) in accounts payable and accrued liabilities.

CASH FLOWS FROM INVESTING ACTIVITIES

For the  three  month  period  ended  March 31,  2009,  net cash  flows  used in
investing  activities was $-0-. For the three month period ended March 31, 2008,
net cash flows used in investing activities was ($55,598) for the acquisition of
oil and gas properties.

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, 2009, net cash flows provided from financing activities was $50,000 compared
to $335,000 for the three month  period  ended March 31,  2008.  Cash flows from


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<PAGE>


financing  activities  for the three month period ended March 31, 2009 consisted
of  $50,000  in  advances  from  related  parties.  Cash  flows  from  financing
activities for the three month period ended March 31, 2008 consisted of $335,000
in advances from related parties.

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

PLAN OF OPERATION AND FUNDING

Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our  operations  over the next six
months.  We have no  lines  of  credit  or other  bank  financing  arrangements.
Generally,  we have  financed  operations  to date  through the  proceeds of the
private  placement  of  equity  and debt  instruments.  In  connection  with our
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  fiscal year ended  December 31, 2008,  we completed a private  placement
consisting  of  1,224,000  units at the price of $0.75 per unit for total  gross
proceeds of $918,000  excluding  finders fees of  ($20,913).  During fiscal year
ended December 31, 2008, we closed a private placement offering under Regulation
S of the  Securities  Act  pursuant to which we issued an aggregate of 7,576,068
shares pre reverse stock split  (2,525,356  shares post reverse stock split) and
received gross  proceeds of $1,515,214,  of which all consisted of settlement of
debt relating to amounts  previously  advanced to us by one of our  shareholders
and related accrued interest. Effective March 24, 2008, we also closed a further
private placement  offering under Regulation S of the Securities Act pursuant to
which we issued an  aggregate  of  4,585,616  shares  pre  reverse  stock  split
(1,528,538  shares post  reverse  stock split) and  received  gross  proceeds of
$962,980,  of which all consisted of settlement of debt and  acquisition  of the
interest in the Boggs #1 well.

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
fiscal year ended December 31, 2008,  additional advances were made by this same
shareholder  to us of $885,000 for an  aggregate  amount of  $2,250,500  due and
owing.  During fiscal year ended  December 31, 2008, we repaid  $500,000 to this
shareholder.  Further,  the  shareholder  assigned the amount of  $1,515,214  to


                                      -22-


<PAGE>


various  assignees  and  settled  the  $1,515,214  pursuant  to the  issuance of
7,576,068  shares pre reverse stock split  (2,525,356  shares post reverse stock
split) of our restricted  common stock at $0.25 ($0.75 post reverse stock split)
per share. The difference  between the estimated fair value of the common shares
at issuance and the amount of debt settled  totaling  $378,803 was recorded as a
finance cost. As a result,  as at March 31, 2009, an aggregate  $360,000 was due
and owing to this  shareholder,  which bears interest at 8% per annum and has no
specific  repayment  terms.  As at March 31, 2009,  total  accrued  interest was
$25,755.

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  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, 2008 and December
31, 2007  financial  statements  contains an  explanatory  paragraph  expressing
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
financial  statements  have been prepared  "assuming  that we will continue as a
going concern," which  contemplates  that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.

ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

EXCHANGE  RATE

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


                                      -23-


<PAGE>


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 for speculative
purposes.

ITEM IV. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We have performed an evaluation under the supervision and with the participation
of our  management,  including  our  Chief  Executive  Officer  (CEO)  and Chief
Financial  Officer (CFO), of the  effectiveness  of our disclosure  controls and
procedures,  (as defined in Rules  13a-15(e)  and  15d-15(e)  under the Exchange
Act).  Based on that  evaluation,  our  management,  including  our CEO and CFO,
concluded that our disclosure controls and procedures were effective as of March
31,  2009 to  provide  reasonable  assurance  that  information  required  to be
disclosed  by us in the reports  filed or submitted by us under the Exchange Act
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under the
Exchange  Act).  Under  the  supervision  and  with  the  participation  of  our
management,  including  our CEO and CFO, we evaluated the  effectiveness  of our
internal  control over financial  reporting as of March 31, 2009. In making this
assessment,  management  used  the  criteria  set  forth  by  the  Committee  of
Sponsoring  Organizations  of  the  Treadway  Commission  ("COSO")  in  Internal
Control-Integrated Framework.

This Quarterly  Report does not include an attestation  report of our registered
public  accounting  firm De Joya  Griffith &  Company,  LLC  regarding  internal
control  over  financial  reporting.  Management's  report  was not  subject  to
attestation by our registered public accounting firm pursuant to temporary rules
of the SEC that permit us to provide only management's  report in this Quarterly
Report on Form 10-Q.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

We believe that a controls  system,  no matter how well  designed and  operated,
cannot provide absolute assurance that the objectives of the controls system are
met, and no  evaluation  of controls  can provide  absolute  assurance  that all
control  issues  and  instances  of fraud,  if any,  within a company  have been
detected.  Our  disclosure  controls  and  procedures  are  designed  to provide
reasonable assurance of achieving their objectives, and our CEO and our CFO have
concluded that these  controls and  procedures are effective at the  "reasonable
assurance" level.


                                      -24-


<PAGE>


CHANGES IN INTERNAL CONTROLS

Our management had  remediated the material  weaknesses  that were reported from
our 10-K/A for the fiscal year end December 31, 2007 which were filed on October
2, 2008.  (A)  Management  implemented  an audit  committee  that  oversees  and
monitors our financials  (See Paragraph on Audit  committee  report below).  (B)
Adequate  segregation of duties were put in place to reduce the likelihood  that
errors  (intentional or  unintentional)  will remain undetected by providing for
separate processing by different  individuals at various stages of a transaction
and for  independent  reviews  of the work  performed.  No  further  significant
changes were  implemented  in our internal  controls  over  financial  reporting
during the period covered by this report that have materially  affected,  or are
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.  Angelo  Viard and Mr. D. Bruce
Horton.  All of the members of the audit committee are "independent"  within the
meaning of Rule 10A-3 under the Exchange  Act. The current  audit  committee was
organized on December 18, 2008 and operates under a written  charter  adopted by
our Board of Directors.

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

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, 2009 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 1A. RISK FACTORS

No report required.


                                      -25-


<PAGE>


ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

No report required.


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

No report required.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        Exhibits:

          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.


                                      -26-


<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 4, 2009

                                   By: /s/ PETER WILSON
                                       _________________________________________
                                           Peter Wilson
                                           President and Chief Executive Officer



Dated: May 4, 2009
                                   By: /s/ WILLIAM D. THOMAS
                                       _________________________________________
                                           William D. Thomas
                                           Chief Financial Officer












                                      -27-