U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


Mark One

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

                     For the period ended September 30, 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                                (I.R.S. Employer
of 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 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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T  (Section
229.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files.

                                 Yes [X ] No[ ]

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

Large accelerated filer [ ]                                Accelerated filer [ ]

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

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

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

                                      N/A

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

                    Applicable Only to Corporate Registrants

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

     Class                             Outstanding as of  November 12, 2009
     Common Stock, $0.001              34,032,392*

*Increased from 17,016,196 shares of common stock to 34,032,392 shares of common
stock as a result of the August 3, 2009 Forward Stock Split.


                                      -2-


<PAGE>


                            MORGAN CREEK ENERGY CORP.

                                    Form 10-Q


Part 1.   FINANCIAL INFORMATION                                               4

Item 1.   FINANCIAL STATEMENTS                                                4
             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                                              17

Item 3.   Quantitative and Qualitative Disclosures About Market Risk         27

Item 4.   Controls and Procedures                                            28

Part II.  OTHER INFORMATION                                                  29

Item 1.   Legal Proceedings                                                  29

Item 1A.  Risk Factors                                                       30

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds        30

Item 3.   Defaults Upon Senior Securities                                    30

Item 4.   Submission of Matters to a Vote of Security Holders                30

Item 5.   Other Information                                                  30

Item 6.   Exhibits                                                           33


                                      -3-


<PAGE>


PART I

ITEM 1. FINANCIAL STATEMENTS
















                            MORGAN CREEK ENERGY CORP.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2009
                                   (UNAUDITED)






















                                      -4-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS

                                                  September 30,     December 31,
                                                      2009              2008
________________________________________________________________________________
                                                   (Unaudited)        (Audited)

                                     ASSETS
CURRENT ASSETS
   Cash                                            $     2,098      $    14,883
   Prepaid expenses and other                          152,049           25,804
   Deposit on properties (Note 3)                       50,000                -
________________________________________________________________________________

TOTAL CURRENT ASSETS                                   204,147           40,687

OIL AND GAS PROPERTIES, unproven (Note 3)            2,221,090        1,802,943
________________________________________________________________________________

TOTAL ASSETS                                       $ 2,425,237      $ 1,843,630
================================================================================

      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities        $   288,245      $   303,959
   Due to related parties (Note 6)                     241,297          331,162
________________________________________________________________________________

TOTAL CURRENT LIABILITIES                              529,542          635,121
________________________________________________________________________________

TOTAL LIABILITIES                                      529,542          635,121
________________________________________________________________________________

GOING CONCERN (Note 1)

STOCKHOLDERS' EQUITY (Note 4)
Common stock, 66,666,666 shares authorized
   with $0.001 par value
Issued and outstanding
   34,032,392 common shares (December 31,
      2008 - 30,432,392)                                34,032           30,432
   Additional paid-in-capital                        8,942,355        8,162,785
   Private placement subscriptions                     675,000                -
   Deficit accumulated during exploration
      stage                                         (7,755,692)      (6,984,708)
________________________________________________________________________________

TOTAL STOCKHOLDERS' EQUITY                           1,895,695        1,208,509
________________________________________________________________________________

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY           $ 2,425,237      $ 1,843,630
================================================================================


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


                                      -5-


<PAGE>

<TABLE>
<CAPTION>

                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                                                                                    Inception
                                                                                                                   (October 19,
                                                       Three Months Ended               Nine Months Ended            2004) to
                                                          September 30                    September 30             September 30,
                                                      2009            2008            2009            2008             2009
_______________________________________________________________________________________________________________________________
<S>                                                <C>             <C>             <C>             <C>             <C>

GENERAL AND ADMINISTRATIVE EXPENSES
   Investor relations                              $   177,750     $         -     $   192,750     $    33,644     $    514,768
   Consulting fees                                       4,612          35,219           4,612         213,001          861,572
   Management fees - related party                      25,000          70,500         135,600         222,000        1,023,683
   Management fees - stock based compensation          336,670               -         336,670         436,955        2,300,795
   Impairment of oil and gas properties                      -               -               -               -        1,273,410
   Office and general                                   27,569          76,837          93,901         208,026          615,877
   Professional fees                                    29,728          67,229          88,312         187,478          724,064
_______________________________________________________________________________________________________________________________

NET OPERATING LOSS:                                   (601,329)       (249,785)       (851,845)     (1,301,104)      (7,314,169)
_______________________________________________________________________________________________________________________________

OTHER INCOME/(EXPENSE)
   Gain on expired option                              100,000               -         100,000               -          100,000
   Financing costs                                           -               -               -        (424,660)        (424,660)
   Interest expense                                     (4,535)         (3,591)        (19,138)        (22,359)        (116,863)
_______________________________________________________________________________________________________________________________

TOTAL OTHER INCOME/(EXPENSE)                            95,465          (3,591)         80,862        (447,019)        (441,523)
_______________________________________________________________________________________________________________________________

NET LOSS                                           $  (505,864)    $  (253,376)    $  (770,983)    $(1,748,123)    $ (7,755,692)
===============================================================================================================================




BASIC LOSS PER COMMON SHARE                        $     (0.02)    $     (0.01)    $     (0.03)    $     (0.07)
==============================================================================================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
-BASIC                                              33,132,392      28,752,500      31,342,282      26,800,118
==============================================================================================================


   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)

                                                                                                                   Inception
                                                                                        Nine Months Ended              (October 19,
                                                                                          September 30                    2004) to
                                                                                      2009            2008        September 30, 2009
____________________________________________________________________________________________________________________________________
<S>                                                                                <C>             <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                        $  (770,983)    $(1,748,123)     $  (7,755,692)
   Adjustments to reconcile net loss to net cash used in operating
      activities:
      - Stock based compensation                                                       336,670         436,955          2,300,795
      - Impairment of oil and gas properties                                                 -               -          1,273,410
      - Financing costs                                                                      -         424,660            424,660
      - Interest accrued                                                                19,138          10,972            116,864

CHANGES IN OPERATING ASSETS AND LIABILITIES
      - Prepaid expenses and other                                                    (126,245)         (5,413)          (177,049)
      - Due to related parties                                                          14,996          52,360            205,859
      - Accounts payable and accrued liabilities                                       (10,714)       (243,075)           253,569
____________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                                 (537,138)     (1,071,664)        (3,357,584)
____________________________________________________________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
   Oil and gas property expenditures                                                  (418,147)        (82,228)        (3,179,413)
   Deposit on property                                                                 (50,000)              -            (50,000)
____________________________________________________________________________________________________________________________________


NET CASH FLOWS USED IN INVESTING ACTIVITIES                                           (468,147)        (82,228)        (3,229,413)
____________________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds on subscriptions of common stock                                           916,500         897,088          3,938,595
   Drilling Advances                                                                         -               -            759,000
   Advances from related parties-net                                                    76,000         295,000          1,891,500
____________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                              992,500       1,192,088          6,589,095
____________________________________________________________________________________________________________________________________

INCREASE IN CASH                                                                       (12,785)         38,196              2,098

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

CASH, END OF PERIOD                                                                $     2,098     $    54,294      $       2,098
====================================================================================================================================

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)                         $   205,000     $ 2,856,997      $   3,061,992


   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
                               SEPTEMBER 30, 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 acquired  approximately  an  additional  5,763 net acres in New
Mexico.  (Refer to Note 3). The Company has entered into an Option  Agreement to
participate in approximately  8,000 net acres in Oklahoma.  (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  September  30,  2009,  the  Company  has  an
accumulated deficit of $7,755,692 and a working capital deficit of $325,395. 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  nine  months  ended  September  30,  2009  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2009.

The Company has evaluated  subsequent events through November 12, 2009, the date
which the financial statement were available to be issued. See note 7.


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


                                      -8-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (UNAUDITED)
________________________________________________________________________________


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

OIL AND GAS PROPERTIES (CONTINUED)

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.

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  September  30,  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.


                                      -9-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (UNAUDITED)
________________________________________________________________________________


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

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 September 30, 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.

RECENT ACCOUNTING PRONOUNCEMENT

In May 2009, the FASB issued SFAS No. 165,  SUBSEQUENT EVENTS ("SFAS 165"). SFAS
165  provides   authoritative   accounting   literature  related  to  evaluating
subsequent events that was previously addressed only in the auditing literature,
and is largely similar to the current  guidance in the auditing  literature with
some  exceptions  that are not  intended  to result in  significant  changes  in
practice. SFAS 165 defines subsequent events and also requires the disclosure of
the date through which an entity has evaluated  subsequent  events and the basis
for that date.  SFAS 165 is  effective  on a  prospective  basis for  interim or
annual  financial  periods  ending  after June 15,  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 June 2009, the FASB issued  Statement of Financial  Accounting  Standards No.
166,  "Accounting  for Transfers of Financial  Assets,  an amendment to SFAS No.
140,"  ("SFAS  166").   SFAS  166   eliminates  the  concept  of  a  "qualifying
special-purpose  entity," changes the requirements for  derecognizing  financial
assets,  and requires  additional  disclosures  in order to enhance  information
reported to users of  financial  statements  by providing  greater  transparency
about transfers of financial assets, including securitization transactions,  and
an entity's  continuing  involvement  in and  exposure  to the risks  related to
transferred  financial assets.  SFAS 166 is effective for fiscal years beginning
after  November  15, 2009.  The Company will adopt SFAS 166 in fiscal 2010.  The
Company  does not  expect  that the  adoption  of SFAS 166 will have a  material
impact on the financial statements.


                                      -10-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (UNAUDITED)
________________________________________________________________________________


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

RECENT ACCOUNTING PRONOUNCEMENT (CONTINUED)

In June 2009, the FASB issued  Statement of Financial  Accounting  Standards No.
167, "Amendments to FASB Interpretation No. 46(R)," ("SFAS 167"). The amendments
include:  (1) the  elimination of the exemption for qualifying  special  purpose
entities,   (2)  a  new  approach  for  determining  who  should  consolidate  a
variable-interest  entity,  and (3) changes to when it is  necessary to reassess
who should consolidate a variable-interest entity. SFAS 167 is effective for the
first annual  reporting period beginning after November 15, 2009 and for interim
periods within that first annual reporting  period.  The Company will adopt SFAS
167 in fiscal  2010.  The Company  does not expect that the adoption of SFAS 167
will have a material impact on the financial statements.

In June 2009, the FASB issued  Statement of Financial  Accounting  Standards No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting  Principles," ("SFAS 168"). SFAS 168 replaces FASB Statement
No. 162,  "The  Hierarchy  of Generally  Accepted  Accounting  Principles",  and
establishes the FASB Accounting Standards  Codification  ("Codification") as the
source  of  authoritative  accounting  principles  recognized  by the FASB to be
applied by nongovernmental  entities in the preparation of financial  statements
in conformity with generally accepted accounting  principles ("GAAP").  SFAS 168
is effective for interim and annual periods ending after September 15, 2009. The
Company  will begin to use the new  Codification  when  referring to GAAP in its
annual  report on Form 10-K for the fiscal year ending  December 31, 2009.  This
will not have an impact on the results of the Company.


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.

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  5,763  additional net acres of property
within  the  State of New  Mexico  for a five  year  term in  consideration  for
$388,150.  The Company acquired a 100% working  interest in approximately  5,763
net acres; and an 81.5% N.R.I. in the leases in approximately 5,763 net acres.

On July 9, 2009, the Company entered into a Letter  Agreement with FormCap Corp.
("FormCap"),  for joint  drilling on the Company's New Mexico  prospect  whereby
FormCap is required to drill and complete two  mutually  defined  targets on the
Company's  leases in return for an earned 50% Working Interest in the entire New
Mexico Prospect.  During the period FormCap  advanced a non-refundable  $100,000
deposit under the terms of the Option to secure the project in  connection  with
which the Company paid a finders' fee of $20,000.  On  September  24, 2009,  the
Company  announced  that FormCap could not meet the  requirements  of the Option
Agreement and thus forfeited its rights to the project. The Company retained the
$100,000 non-refundable deposit and recorded it as a gain on expired option.


                                      -11-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 3 - OIL AND GAS PROPERTIES (CONTINUED)
________________________________________________________________________________

(C) OKLAHOMA PROSPECT

On May 28,  2009,  the Company  entered  into a Letter  Agreement  with  Bonanza
Resources  Corporation  ("Bonanza")  for an  option  to earn a 60%  interest  of
Bonanza's  85%  interest  in the  North  Fork 3-D  prospect  in  Beaver  County,
Oklahoma.  The parties intended to enter into a definitive  agreement  regarding
the option and  purchase of the 60% interest  within 60 days.  A  non-refundable
payment of $150,000  will be paid to  Bonanza,  whereby  Bonanza  will grant the
Company an exercise  period of one year. As per a verbal  agreement,  the 60 day
period was extended to August 17, 2009 and subsequently  extended to October 28,
2009.  The Company paid $50,000 during August 2009 and  subsequently  on October
23, 2009 paid an additional  $65,000.  The balance of $35,000 is due by December
31, 2009.

In  order  to  exercise  the  option,  the  Company  will be  required  to incur
$2,400,000 in  exploration  and drilling  expenditures  during the Option Period
which will be one year.  In the event that the Company does not do so the option
will terminate,  the Company will cease to have any interest in the prospect and
Bonanza will retain the benefit of any drilling or exploration expenditures made
by the Company during the Option Period.


NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)
________________________________________________________________________________

(A) SHARE CAPITAL

The Company's  capitalization  is  66,666,666  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.  On July 14,  2009,  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, the 3:1 reverse stock split on April 22, 2008 and the 2:1 forward split on
August  3,  2009,  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  8,000,000
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  4,133,332  shares of common stock at
$0.0375 per share for proceeds of $155,000.

On December 15, 2004,  the Company  issued  5,033,334  shares of common stock at
$0.0375 per share for proceeds of $188,750 and 1,760,534  shares of common stock
at $0.1875 per share for proceeds of $330,100.

On March 9, 2005,  the Company  issued 186,666 shares of common stock at a price
of $0.1875 per share for proceeds of $35,000.

On October 16, 2006,  the Company  completed a private  placement  consisting of
629,404 units at $2.25 per unit for proceeds of  $1,416,158.  Each unit consists
of one common share and one non-transferable  share purchase warrant exercisable
at $4.50 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,  375,556 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%.


                                      -12-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (UNAUDITED)
________________________________________________________________________________


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

(B) PRIVATE PLACEMENTS (CONTINUED)

During 2008, the Company completed a private  placement  consisting of 2,448,000
units at  $0.375  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 $0.75 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.

During the period  ended  September  30, 2009,  the Company  completed a private
placement consisting of 1,960,000 units at $0.125 per unit for total proceeds of
$245,000.  Each unit consists of one common share and one non-transferable share
purchase  warrant  exercisable at $0.25 per share for a period of 12 months from
the date of  issuance.  A finder's fee of 7% ($3,500) was paid on $50,000 of the
private placement proceeds received.

(C) OTHER ISSUANCES

On February 13, 2008, the Company issued  5,050,712  shares of common stock at a
price of $0.375 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  3,057,076  shares of common stock at a
price of $0.315  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).

On July 20,  2009,  the  Company  issued  1,640,000  units at $0.125 per unit on
settlement of related party advances of $200,000 and accounts payable of $5,000.
Each unit consists of one common share and one  non-transferable  share purchase
warrant  exercisable  at $0.25 per share for a period of 12 months from the date
of issuance.

During the period  ended  September  30,  2009,  the Company  received  $675,000
towards a planned  private  placement  of Units to be  offered at $0.50 per unit
with each unit consisting of one common share and one-half warrant to acquire an
additional common share, exercisable at $1.00 for twelve months.

Subsequent  to the period on October  23,  2009,  the Company  received  $70,000
towards a planned  private  placement  of Units to be  offered at $0.50 per unit
with each unit consisting of one common share and one-half warrant to acquire an
additional common share, exercisable at $1.00 for twelve months.

(D) SHARE PURCHASE WARRANTS

Details of the Company's  share purchase  warrants  issued and outstanding as of
September 30, 2009 are as follows:

                             Number of warrants
          Exercise price     to purchase shares       Expiry Date
          __________________________________________________________

              $0.75              1,654,000          October 23, 2009
              $0.25              3,600,000          July 20, 2010


                                      -13-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (UNAUDITED)
________________________________________________________________________________


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

(D) SHARE PURCHASE WARRANTS (CONTINUED)

The Company's  share purchase  warrants  activity for the period ended September
30, 2009 is summarized as follows:

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

Balance, December 31, 2007      629,404         $ 4.50                0.80
Issued                        2,448,000           0.75                   -
Expired                        (629,404)          4.50                   -
Exercised                             -              -                   -
________________________________________________________________________________

Balance, December 31, 2008    2,448,000           0.75                0.71
Issued                        3,600,000           0.25                   -
Expired                        (794,000)          0.75                   -
Exercised                             -              -                   -
________________________________________________________________________________

Balance, September 30, 2009   5,254,000         $ 0.41                0.57
================================================================================

All warrants are exercisable as at September 30, 2009.

Subsequent  to the  period on  October  23,  2009,  1,654,000  warrants  expired
unexercised.


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  3,333,334  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
1,233,336  stock options to certain  officers,  directors and  management of the
Company at $1.65 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
2,500,000  stock options to certain  officers,  directors and  management of the
Company at $0.50 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%.

On July 14,  2009,  the Company  cancelled  3,566,670  stock  options to certain
officers, directors and management of the Company and authorized the issuance of
3,000,000 new stock options to certain officers, directors and management of the
Company at $0.25 per share. The term of the new options is ten years.


                                      -14-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 5 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________

As approved by the Board of  Directors  on July 14,  2009,  the Company  granted
3,000,000  stock options to certain  officers,  directors and  management of the
Company  at $0.25  per  share of which  1,300,000  options  were  cancelled  and
re-issued to certain individuals and 1,700,000 were new options issued. The term
of these  options  are ten years.  The total fair value of these  options at the
date of grant was  estimated  to be $236,810  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 3.50%;
dividend yield of 0% and expected volatility of 180%.

As approved by the Board of Directors on September 1, 2009, the Company  granted
200,000 stock options to a director of the Company at $0.39 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 $99,860  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 3.38%;
dividend yield of 0% and expected volatility of 198%.

The Company's  stock option  activity for the period ended September 30, 2009 is
summarized as follows:

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

Balance, December 31, 2007    1,233,336         $ 1.65                3.95
Granted                       2,500,000           0.50                   -
Expired                               -              -                   -
Exercised                             -              -                   -
________________________________________________________________________________

Balance, December 31, 2008    3,733,336           0.88                7.22
Granted                       3,200,000           0.26                   -
Expired - cancelled          (3,566,670)          0.84                   -
Exercised                             -              -                   -
________________________________________________________________________________

Balance, September 30, 2009   3,366,666         $ 0.33                9.42
================================================================================

All options are exercisable as at September 30, 2009.

NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

As of December 31, 2007,  $1,365,500 was owed to a 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  5,050,712  shares of common stock at a price of $0.375
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  $100,000  and was repaid  $24,000.  On July 20,  2009 the
Company issued  1,600,000  units at $0.125 per unit on settlement of shareholder
advances  of  $200,000.   Each  unit  consists  of  one  common  share  and  one
non-transferable  share  purchase  warrant  exercisable at $0.25 per share for a
period of 12 months from the date of issuance.  As a result, as of September 30,
2009,  $186,000  (December 31, 2008 - $310,000) was owed which bears interest at
8% per annum and has no specific  repayment  terms.  As of  September  30, 2009,
total accrued interest was $38,302 (December 31, 2008 - $19,164).

MANAGEMENT FEES

During the nine month period ended  September  30,  2009,  the Company  incurred
$135,600 (2008  -$222,000) for management fees to officers and directors.  As of
September 30, 2009, total amount owing in accrued and unpaid management fees and
expenses was $16,995 (December 31, 2008 - $1,998).


                                      -15-


<PAGE>


                            MORGAN CREEK ENERGY CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 7 - SUBSEQUENT EVENTS
________________________________________________________________________________

Subsequent  to the period on October  23,  2009,  the Company  received  $70,000
towards a planned  private  placement  of Units to be  offered at $0.50 per unit
with each unit consisting of one common share and one-half warrant to acquire an
additional common share, exercisable at $1.00 for twelve months.

Subsequent  to the  period on  October  23,  2009,  1,654,000  warrants  with an
exercise price of $0.75 expired unexercised.


NOTE 8 -CONTINGENCIES
________________________________________________________________________________

During  August  2009,  the  Company was  included in a third party  lawsuit by a
former  director/officer  of the Company.  The former  Director has made certain
false allegations against the Company, as specifically  described in the body of
the  Company's  September  30,  2009 filing on Form 10-Q.  Although  the Company
refutes these  allegations and believes it should not be included in this action
and that the claims  contained  within the  lawsuit  are  without  merit,  it is
possible  that the Company may be exposed to a loss  contingency.  However,  the
amount of such loss,  if any,  cannot be  reasonably  estimated at this time and
accordingly, no amount has been recorded to date.


                                      -16-


<PAGE>


                           FORWARD LOOKING STATEMENTS

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

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

GENERAL

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

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

RECENT DEVELOPMENTS

AUGUST 3, 2009 FORWARD STOCK SPLIT

On July 14,  2009,  our  Board of  Directors  pursuant  to a Board of  Directors
meeting  authorized  and  approved a forward  stock  split of two for one of our
total issued and outstanding shares of common stock (the "Forward Stock Split").

The Forward Stock Split was  effectuated  based on market  conditions and upon a
determination  by our Board of Directors that the Forward 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  Forward  Stock
Split,  including  the  increased  potential  for  financing.  The intent of the
Forward Stock Split is to increase the marketability of our common stock.


                                      -17-


<PAGE>


The  Forward  Stock  Split was  effectuated  on August 3, 2009 upon  filing  the
appropriate  documentation  with NASDAQ.  The Forward Stock Split  increased our
total  issued  and  outstanding  shares  of  common  stock  from  17,016,196  to
approximately  34,032,392 shares of common stock. The common stock will continue
to be $0.001 par value.

Amendment to Articles of Incorporation

Commensurate  with the Forward  Stock Split,  the  authorized  share capital was
increased from 33,333,333  shares of common stock to 66,666,666 shares of common
stock with a par value of $0.001 per share.  An  amendment  to our  Articles  of
Incorporation  was filed with the  Nevada  Secretary  of State on July 31,  2009
affecting the increase in our authorized capital.

CURRENT BUSINESS OPERATIONS

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 acquired  approximately  an  additional  5,763 net acres in New
Mexico.  (Refer to Note 3). The Company has entered into an Option  Agreement to
participate  in  approximately  8,000 net acres in  Oklahoma.  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.

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                           13,339
                                     ______

Total:                               15,310

(*)  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.


                                      -18-


<PAGE>


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
June 30, 2009, we incurred  $1,357,208 in drilling and completion  costs.  As of
June 30,  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  2,530,000  shares of our
restricted  common  stock at  $0.315  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.

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 (the "New  Mexico  Leases");  (b)  Westrock ; (iii) we desire to acquire a
100% working  interest in the New Mexico  Leases 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").

The Option  Agreement  was  subsequently  extended on March 31, 2009 and June 1,
2009  whereby the option  period has been  extended to September  15, 2009.  The
Company has  exercised  its option with  Westrock and  acquired the  approximate
5,746 net acres in New Mexico.


                                      -19-


<PAGE>


BONANZA RESOURCES CORPORATION OPTION AGREEMENT.

Effective on June 2, 2009, our Board of Directors, pursuant to unanimous vote at
a special meeting of the Board,  authorized the execution of a letter  agreement
dated May 28, 2009 (the "Option Agreement") with Bonanza Resources (Texas) Inc.,
the  wholly  owned  subsidiary  of  Bonanza  Resources   Corporation   ("Bonanza
Resources"),  to purchase a certain percentage of Bonanza Resources' eighty-five
percent  (85%)  leasehold  interest in and to certain  leases  located in Beaver
County, State of Oklahoma (the "Bonanza Resources Interest"). In accordance with
the terms and provisions of the Option  Agreement:  (i) we have agreed to make a
non-refundable  payment to Bonanza  Resources of $150,000 within sixty (60) days
(which was subsequently  extended) from the date of this Option  Agreement;  and
(ii) Bonanza  Resources  has agreed to grant to us an option  having an exercise
period of one year (the  "Option  Period")  to  purchase a sixty  percent  (60%)
partial interest (the "Partial Interest") in the Bonanza Resources Interest.  In
the event we do not pay the $150,000 to Bonanza Resources within sixty days from
the date of the Option Agreement, the Option Agreement will terminate.

The Bonanza  Resources  Interest is held by Bonanza  Resources  pursuant to that
certain  letter  agreement  between  Bonanza  Resources,  Ryan Petroleum LLC and
Radian  Energy  L.C.  dated  February  25,  2009  (the  "Original   Agreement").
Therefore,  in the event we pay the  $150,000  to Bonanza  Resources  within the
sixty day period from the date of the Option  Agreement,  and in accordance with
the further terms and  provisions of the Option  Agreement:  (i) we shall assume
that amount of Bonanza  Resources'  right,  title and interest  and  obligations
under the Original  Agreement as is proportionate to the Partial  Interest;  and
(ii) we must incur  $2,400,000 in  exploration  and drilling  expenditures  (the
"Exploration  Expenditures")  during the Option Period.  In the event that we do
not  exercise  the  Option  Agreement,  Bonanza  shall  retain the  $150,000  as
liquidated  damages for our failure to incur the  Exploration  Expenditures.  To
date the Company has paid to Bonanza $115,000.  The balance of $35,000 is due by
December 31, 2009.

In the event we incur the  Exploration  Expenditures  and  exercise  the  Option
Agreement, a definitive agreement shall be executed by both parties with respect
to the Partial  Interest.

On October 5, 2009, we announced  that  management had decided to prioritize the
exploration  drilling program on the North Fork 3D prospect in Beaver County. As
of the  date of this  Quarterly  Report,  we have  completed  a  multi-component
interpretive 3-D survey on approximately 8,500 acres to image the Morrow A and B
sands.  Management  believes that this 3-D  interpretive  survey has  identified
forty drill ready target locations.

FORMCAP CORPORATION OPTION AGREEMENT

Effective on July 14, 2009,  our Board of Directors,  pursuant to unanimous vote
at a  special  meeting  of the  Board,  authorized  the  execution  of a  letter
agreement dated July 9, 2009 (the "Option  Agreement") with Formcap  Corporation
("Formcap"), to purchase a 50% working interest (40.75% net revenue interest) of
our 81.5%  leasehold  interest in and to certain leases located in Curry County,
State of New Mexico (the "Frio Draw Prospect Interest").


                                      -20-


<PAGE>


In accordance with the terms and provisions of the Option Agreement: (i) Formcap
has agreed to pay us a $100,000  initial payment (the "Initial  Payment") within
five business days from the completion of its due diligence; (ii) the balance of
funds for the  initial  well  will be  advanced  by  FormCap  to us within  five
business days from receipt of a mutually  agreed upon approval for  expenditure,
which  balance of such funds for the  initial  well are to be  received by us no
later than  September  8, 2009;  and (iii) the Initial  Payment  will be applied
towards the total  consideration to be paid by FormCap to us, which will include
the cost of  drilling  and  completing  two wells at a total  estimated  cost of
approximately $1,300,000.

In accordance with the further terms and provisions of the Option Agreement: (i)
FormCap  will  provide  to us the dry hole and  completion  costs  estimated  at
$650,000  in  advance  of  drilling  the  first  well;  (ii) upon  drilling  and
completion of the first well,  we will assign to FormCap a 25% working  interest
(20.375% net revenue  interest) in the Frio Draw  Prospect  Interest;  and (iii)
upon  receipt by us of the funds from  Formcap in advance of drilling the second
well, we will assign to FormCap the additional 25% working interest (20.375% net
revenue  interest).  Costs  associated with the drilling of all subsequent wells
will be shares on an equal basis between us and FormCap.

We have granted to FormCap the time period  between the date of execution of the
Option  Agreement and August 15, 2009 to complete its due diligence (the "Option
Period").

During the period FormCap advanced a  non-refundable  $100,000 deposit under the
terms of the Option to secure the project in  connection  with which the Company
paid a finders' fee of $20,000.  On September  24, 2009,  the Company  announced
that FormCap could not meet the  requirements  of the Option  Agreement and thus
forfeited its rights to the project.











                                      -21-


<PAGE>


RESULTS OF OPERATION

                                                            FOR THE PERIOD FROM
                                 NINE MONTH PERIOD               INCEPTION
                                  ENDED SEPTEMBER          (OCTOBER 19, 2004) TO
                                 30, 2009 AND 2008          SEPTEMBER 30, 2009
                            ___________________________     ____________________

STATEMENT OF OPERATIONS
DATA

GENERAL AND
ADMINISTRATIVE
EXPENSES
    Investor relations       $192,750       $   33,644           $  514,768
    expenses

    Consulting expenses         4,612          213,001              861,572

    Management fees -         135,600          222,000            1,023,683
    related party

    Management fees -         336,670          436,955            2,300,795
    stock based
    compensation

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

    Office and general         93,901          208,026              615,877

    Professional Fees          88,312          187,478              724,064

NET OPERATING LOSS          ($851,845)     ($1,301,104)         ($7,314,169)

OTHER INCOME/(EXPENSE)

Gain on expired option        100,000                -              100,000

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

Interest expense              (19,138)         (22,359)            (116,863)
                             ___________________________________________________

NET LOSS                    ($770,983)     ($1,748,123)         ($7,755,692)


                                      -22-


<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.

NINE MONTH PERIOD ENDED  SEPTEMBER  30, 2009 COMPARED TO NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2008

Our net loss for the nine-month  period ended  September 30, 2009 was ($770,983)
compared  to a net loss of  ($1,748,123)  during  the  nine-month  period  ended
September 30, 2008 (a decrease of $977,140). During the nine-month periods ended
September 30, 2009 and 2008, we did not generate any revenue.

During the nine-month  period ended September 30, 2009, we incurred  general and
administrative   expenses  of  approximately  $851,845  compared  to  $1,301,104
incurred  during the nine-month  period ended  September 30, 2008 (a decrease of
$449,259).  These  general  and  administrative  expenses  incurred  during  the
nine-month period ended September 30, 2009 consisted of: (i) investor  relations
of $192,750 (2008:  $33,644);  (ii) consulting fees of $4,612 (2008:  $213,001);
(iii) office and general of $93,901 (2008: $208,026);  (iv) professional fees of
$88,312 (2008: $187,478); (v) management fees - related party of $135,600 (2008:
$222,000);  and (vi)  management  fees - stock  based  compensation  of $336,670
(2008: $436,955).

During the  nine-month  periods  ended  September  30, 2009 and 2008, we did not
record  any   impairment  of  oil  and  gas   properties.   Thus,   general  and
administrative  expenses  incurred during the nine-month  period ended September
30, 2009 compared to the  nine-month  period ended  September 30, 2008 increased
primarily  due to the  granting of  management  fees - stock based  compensation
relating  to  the  valuation  of  stock  options  granted  to our  officers  and
directors. General and administrative expenses were increased further due to the
increase  in  investor  relations.  Reductions  in  expenses  were  realized  in
consulting fees,  office and general expenses and professional  fees relating to
the  decrease  scope of  business  operations  during the  period.  General  and
administrative  expenses  generally  include corporate  overhead,  financial and
administrative contracted services, marketing, and consulting costs.


                                      -23-


<PAGE>


Of the  $851,845  incurred as general  and  administrative  expenses  during the
nine-month  period ended  September  30, 2009,  we incurred  consulting  fees of
$4,612  and  management  fees of  $135,600  and  Management  fees - stock  based
compensation of $336,670 payable to our officers, managers and directors.

A gain of $100,000 was reported during the nine-month period ended September 30,
2009 (2008:  $0).  Financing costs incurred  during the nine-month  period ended
September 30, 2009 were $-0- (2008: $424,660).  Interest expense incurred during
the nine-month  ended  September 30, 2009 was $19,138 (2008:  $22,359).  Our net
loss during the  nine-month  period ended  September 30, 2009 was  ($770,983) or
($0.03) per share  compared to a net loss of  ($1,748,123)  or ($0.07) per share
during the  nine-month  period ended  September 30, 2008.  The weighted  average
number of shares  outstanding  was 31,342,282  for the  nine-month  period ended
September  30, 2009  compared to  26,800,118  for the  nine-month  period  ended
September 30, 2008.

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2009 COMPARED TO THREE MONTH PERIOD ENDED
SEPTEMBER 30, 2008.

Our net loss for the three month period ended  September 30, 2009 was ($505,864)
compared  to a net loss of  ($253,376)  during  the  three  month  period  ended
September  30, 2008 (an increase of  $252,488).  During the three month  periods
ended September 30, 2009 and 2008, we did not generate any revenue.

During the three month period ended September 30, 2009, we incurred  general and
administrative  expenses of approximately $601,329 compared to $249,785 incurred
during  the  three  month  period  ended  September  30,  2008 (an  increase  of
$351,544).  These general and administrative  expenses incurred during the three
month period ended  September  30, 2009  consisted  of: (i)  consulting  fees of
$4,612  (2008:  $35,219);  (ii) office and general of $27,569  (2008:  $76,837);
(iii)  professional  fees of $29,728 (2008:  $67,229);  (iv)  management  fees -
related party of $25,000 (2008: $70,500); and (v) investor relations of $177,750
(2008:  $-0-) and (vi)  management  fee-stock  based  compensation  of  $336,670
(2008-$-0-)

During the three month periods ended  September 30, 2009 and September 30, 2008,
we did not record any impairment of oil and gas  properties.  Thus,  general and
administrative  expenses  incurred during the three month period ended September
30, 2009 compared to the three month period ended  September 30, 2008  increased
primarily due to the increases in expenses  associated with investor  relations,
and  Management  fees - stock based  compensation.  General  and  administrative
expenses  generally include  corporate  overhead,  financial and  administrative
contracted services, marketing, and consulting costs.

Of the $601,329 incurred as general and administrative expenses during the three
month period ended September 30, 2009, we incurred consulting expenses of $4,612
(2008- $35,219).  We further incurred  management fees of $25,000 and Management
fees - stock based  compensation of $336,670  payable to our officers,  managers
and  directors.  As of September 30, 2009,  the total amount owing in management
fees was $16,995.


                                      -24-


<PAGE>


Interest  expense  during the three month periods  ended  September 30, 2009 and
September  30, 2008 of $4,535 and $3,591,  respectively,  was  recorded as other
expense.  A gain of $100,000  was  recorded  during the three month period ended
September  30, 2009 (2008:  $0).  This  resulted in a net loss of  ($505,864) or
($0.02) per share for the three month period ended  September  30, 2009 compared
to a net loss of  ($253,376)  or ($0.01)  per share for the three  month  period
ended September 30, 2008. The weighted average number of shares  outstanding was
33,132,392  for the three month  period  ended  September  30, 2009  compared to
28,752,500 for the three month period ended September 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

AS AT SEPTEMBER 30, 2009

As at  September  30,  2009,  our current  assets were  $204,147 and our current
liabilities  were $529,542,  which resulted in a working  capital  deficiency of
($325,395).  As at September  30, 2009,  current  assets were  comprised of: (i)
$2,098 in cash;  and (ii) $152,049 in other current  assets and (iii) $50,000 in
deposit on  properties.  As at September  30,  2009,  current  liabilities  were
comprised of: (i) $288,245 in accounts payable and accrued liabilities; and (ii)
$241,297 in amounts due to related parties.

As at September  30, 2009,  our total assets were  $2,425,237  comprised of: (i)
$204,147  in  current  assets;  and  (ii)  $2,221,090  in  unproven  oil and gas
properties. The increase of total assets at September 30, 2009 from December 31,
2008 was primarily due to the increase in oil and gas properties.

As at  September  30,  2009,  our total  liabilities  were  $529,542,  comprised
entirely of current  liabilities.  The decrease in  liabilities at September 30,
2009 from December 31, 2008 was primarily due to a decrease in accounts  payable
and accrued  liabilities  and amounts due to related  parties.  See " - Material
Commitments".

Stockholders'  equity  increased  from  $1,208,509  as of  December  31, 2008 to
stockholders' equity of $1,895,695 as of September 30, 2009.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the
nine month period  ended  September  30, 2009,  net cash flows used in operating
activities was ($537,138), consisting primarily of a net loss of ($770,983). Net
cash flows used in operating  activities  was changed by $336,670 in stock based
compensation,  $34,134  relating to an accrual due to related  parties,  prepaid
expenses  for  $(126,245)   and  ($10,714)  in  accounts   payable  and  accrued
liabilities.

CASH FLOWS FROM INVESTING ACTIVITIES

For the nine month  period  ended  September  30,  2009,  net cash flows used in
investing  activities was ($468,147) for the acquisition and deposits of oil and
gas properties.


                                      -25-


<PAGE>


CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance  of  equity  and debt  instruments.  For the nine  month  period  ended
September  30, 2009,  net cash flows  provided  from  financing  activities  was
$992,500  compared to $1,192,088  for the nine month period ended  September 30,
2008.  Cash flows from  financing  activities  for the nine month  period  ended
September  30, 2009  consisted  of $916,500 in proceeds  from  subscriptions  of
common stock and $76,000 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  2,448,000  units at the price of $0.375 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 5,050,712
shares 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 3,057,076  shares 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.  Effective July 20, 2009, the
Company closed a further private  placement under Regulation S of the Securities
Act  pursuant to which we issued an  aggregate  of  3,600,000  units,  each unit
consists of one common share and one  non-transferable  share  purchase  warrant
exercisable  at $0.25  per  share  for a period  of 12  months  from the date of
issuance,  and received gross proceeds of $450,000 of which $245,000 was in cash


                                      -26-


<PAGE>


and $205,000  consisted of  settlement  of related  party  advances and accounts
payable.  During the period  ended  September  30,  2009,  the Company  received
$675,000 towards a planned private placement of Units to be offered at $0.50 per
unit with each unit  consisting  of one  common  share and  one-half  warrant to
acquire an additional common share, exercisable at $1.00 for twelve months.

MATERIAL COMMITMENTS

As a result,  as at September 30, 2009, an aggregate  $186,000 was due and owing
to this  shareholder,  which bears  interest at 8% per annum and has no specific
repayment  terms. As at September 30, 2009,  total accrued interest was $38,302.
Effective July 20, 2009, the Company issued  1,600,000  units at $0.125 per unit
on settlement of  shareholders  advances of $200,000.  Each unit consists of one
common share and one  non-transferable  share  purchase  warrant  exercisable at
$0.25 per share for a period of 12 months from the date of issuance.

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.


                                      -27-


<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
September 30, 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 September 30, 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.


                                      -28-


<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 nine month period
ended September 30, 2009 filed with the Securities and Exchange Commission.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

During  August 2009,  we were included in a third party lawsuit filed by Abigail
Investments  LLC against David Urquhart in the United States  District Court for
the State of Nevada,  Case No. 09-CV-1174.  The lawsuit includes a counter-claim
by David Urquhart against us and others.  Our management is of the position that
the former director has made certain false allegations against us including, but
not  limited  to,  issuance  of  shares of our  common  stock and grant of stock
options.

Although we refute these  allegations and believe that we should not be included
in this action and that the claims  contained  within the  complaint are without
merit, it is possible that we may be exposed to a loss contingency. However, the
amount of such loss,  if any,  cannot be  reasonably  estimated at this time and
accordingly, no amount has been recorded to date.


                                      -29-


<PAGE>


As of the date of this Quarterly Report, the former director has filed an answer
to the complaint with counter-claims.

ITEM 1A. RISK FACTORS

No report required.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

JULY 2009 PRIVATE PLACEMENT OFFERING

Effective  July 2009,  we  completed  a private  placement  offering  (the "2009
Private Placement") with certain non-United States residents (collectively,  the
"Investors").  In accordance  with the terms and  provisions of the 2009 Private
Placement,  we issued to the Investors an aggregate of 1,960,000  units at a per
unit price of $0.125  (the  "Unit") in our  capital  for  aggregate  proceeds of
$245,000,  of which as at the date of this  Quarterly  Report  an  aggregate  of
$65,000 has been  received.  Each Unit was  comprised of one share of restricted
common stock and one non-transferable  warrant (the "Warrant").  Each Warrant is
exercisable  at  $0.25  per  share  for a period  of one  year  from the date of
issuance (the "Exercise Period").

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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS

Effective on September 1, 2009,  our Board of Directors  accepted the consent of
Peter R. Carpenter as a member of the Board of Directors.  Therefore,  our Board
of Directors is comprised of Peter Wilson, Marcus Johnson, D. Bruce Horton, Erik
Essiger,  Angelo  Viard and Peter  Carpenter.  Mr.  Carpenter's  biography is as
follows:

PETER  CARPENTER,  P. ENG., CFA. Mr.  Carpenter has been involved in the oil and
gas industry for the past forty years.  From 2004 to current date, Mr. Carpenter
is the president and chief executive  officer of Claridge House Partners,  Inc.,
which provides  corporate  restructuring and financial  advisory services to the
Canadian  oil and gas  industry.  From  approximately  1998  through  2002,  Mr.
Carpenter was the chief financial officer for Cybernetic Capital Management Inc;
from approximately 1996 through 1998, Mr. Carpenter was a consulting oil and gas
analyst for First Associates  Securities;  and from  approximately  1885 through
1996, Mr. Carpenter was the vice president of investment bank with Moss,  Lawson
& Co., Limited.


                                      -30-


<PAGE>


Mr.  Carpenter  also  was  employed  as the  senior  oil  and gas  analyst  from
approximately  1981 through 1993 with Deutsche Morgan Grenfell Canada,  where he
was  responsible  for the  preparation  of oil company equity  analysis.  He was
employed at Texaco Canada from 1976 through 1981 as a chief  economist  where he
supervised economic planning at Texaco and maintained liaison with the worldwide
economics group in Harrison, New York. From approximately 1971 through 1976, Mr.
Carpenter was the manager of special projects at PanCanadian Petroleum where his
responsibilities included overseeing the economic and business analysis of major
capital expenditure  opportunities  involving oil and gas production facilities,
chemical, heavy oil and coal projects. From approximately 1965 through 1971, Mr.
Carpenter was an engineer at Exxon where he was responsible for the refinery and
petrochemicals  plant in Sarnia,  Ontario,  pipeline  optimization  studies with
Interprovincial  Pipeline in Toronto,  logistics analyst in Esso International's
supply  and  transportation  group  located  in New  York  City,  and  logistics
coordinator  in  Esso  International's   light  hydrocarbon  sales  group.  From
approximately  1962  through  1963,  Mr.  Carpenter  was  employed  as a process
engineer at DuPont's Maitland works near Brockville, Ontario.

Mr.  Carpenter  earned a B.SC in Chemical  Engineering  from the  University  of
Alberta,  an MBA from the University of Western Ontario and a Doctoral Programme
in Economics  from New York  University.  Mr.  Carpenter also became a chartered
financial analyst with the Institute of Chartered Financial Analysis.

SEPTEMBER 2009 PRIVATE PLACEMENT OFFERING

During the period  ended  September  30,  2009,  the Company  received  $675,000
towards a planned  private  placement  of Units to be  offered at $0.50 per unit
with each unit consisting of one common share and one-half warrant to acquire an
additional common share, exercisable at $1.00 for twelve months.

Subsequent  to the period on October  23,  2009,  the Company  received  $70,000
towards a planned  private  placement  of Units to be  offered at $0.50 per unit
with each unit consisting of one common share and one-half warrant to acquire an
additional common share, exercisable at $1.00 for twelve months.

The Units  under the 2009  Private  Placement  were  sold to  non-United  States
Investors  in reliance  on  Regulation  S  promulgated  under the United  States
Securities  Act of 1933,  as amended (the  "Securities  Act").  The 2009 Private
Placement has 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.  The per share price of the Units was arbitrarily
determined  by our Board of  Directors  based upon  analysis of certain  factors
including,  but  not  limited  to,  stage  of  development  and  exploration  of
properties, industry status, investment climate, perceived investment risks, our
assets and net estimated worth. The Investors executed  subscription  agreements
and acknowledged that the securities to be issued have not been registered under
the Securities  Act, that they  understood the economic risk of an investment in
the  securities,  and that  they had the  opportunity  to ask  questions  of and
receive  answers from our management  concerning any and all matters  related to
acquisition of the securities.


                                      -31-


<PAGE>


DEBT SETTLEMENT

Effective  during July 2009, we issued  1,640,000  Units at a per share price of
$0.125 in accordance with the terms and provisions of a settlement agreement. We
settled an  aggregate  of  $200,000  in  related  party  advances  and $5,000 in
accounts  payable.  Each Unit was  comprised of one share of  restricted  common
stock and one non-transferable Warrant. Each Warrant is exercisable at $0.25 per
share  for a  period  of one  year  from the  date of  issuance  (the  "Exercise
Period").  The shares of common  stock were issued in reliance on  Regulation  S
promulgated  under the  Securities  Act.  The per  share  price of the Units was
arbitrarily  determined by our Board of Directors based upon analysis of certain
factors  including,  but not limited to, stage of development and exploration of
properties, industry status, investment climate, perceived investment risks, our
assets and net estimated worth.

We had adopted a stock option plan (the "2006 Stock Option  Plan"),  pursuant to
which there was an aggregate of 5,000,000  shares  available for issuance  under
the 2008 Stock Option Plan,  reduced to 3,333,334  shares in  accordance  with a
reverse stock split  effective  April 22, 2008,  and  subsequently  increased to
5,000,000 shares by Board of Director approval and resolution on April 28, 2008.
Our Board of Directors had authorized the grant of an aggregate  3,733,336 stock
options under the 2006 Stock Option Plan, of which  1,066,670 stock options were
granted  exercisable  at $1.65 per share  expiring on December 12, 2016,  taking
into effect the reverse stock split (collectively, the "2006 Stock Options") and
2,500,000 stock options were granted  exercisable at $0.50 per share expiring on
April 30, 2018 (collectively, the "2008 Stock Options").

On July 14, 2009, our Board of Directors approved the cancellation of certain of
the 2006 Stock Options and the 2008 Stock Options,  which  aggregated  3,566,670
options.  Our Board of Directors  further  approved the re-issuance of 3,000,000
stock options of which 1,300,000 where the replacement of existing stock options
and  1,700,000  were new issuance  (the "2009 Stock  Options") to certain of our
officers,  directors and  consultants at an exercise price of $0.25 for a period
of ten years.  Effective  July 31, 2009,  our Board of Directors  authorized the
specific  number of 2009 Stock  Options  to be granted to each of our  officers,
directors and consultants.

On  September 1, 2009,  our Board of Directors  approved the issuance of 200,000
stock  options to a Director of the Company at an exercise  price of $0.39 for a
period of ten years.


                                      -32-


<PAGE>


ITEM  6. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits:

         10.1  Letter  Agreement  dated May 28, 2009 between Morgan Creek Energy
               Corp. and Bonanza Resources (Texas) Inc. (1)

         10.2  Letter Agreement dated July 9, 2009 between Morgan Creek Energy
               Corp. and FormCap Corporation. (2)

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

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

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

         (1)   Incorporated by reference from Form 8-K filed with the Commission
               on June 9, 2009 and August 28, 2009.

         (2)   Incorporated by reference from Form 8-K filed with the Commission
               on July 16, 2009 and August 28, 2009.

SIGNATURES

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

                                          MORGAN CREEK ENERGY CORP.

Dated: November 12, 2009                  By: /s/ PETER WILSON
                                              ______________________________
                                                  Peter Wilson President and
                                                  Chief Executive Officer


Dated: November 12, 2009                  By: /s/ WILLIAM D. THOMAS
                                              ______________________________
                                                   William D. Thomas,
                                                   Chief Financial Officer


                                      -33-