U.S.
      SECURITIES AND EXCHANGE COMMISSION
              Washington,
      D.C. 20549
              Form
      10-Q





Mark
One


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





For
the period ended March 31, 2010





[   ]  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
              (State
      or other jurisdiction of incorporation
              or
      organization)
            201777817
              (I.R.S.
      Employer 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
              12(b)
      of the Act:
            Name
      of each exchange on which
              registered:NoneSecurities
      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[    ]






1






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
[   ]   No[ X ]






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






Large
accelerated filer
[  ]                                                                           Accelerated
filer [   ]






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






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






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






N/A






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






Applicable
Only to Corporate Registrants






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











Class
            Outstanding
      as of  May 17, 2010Common
      Stock, $0.001
            34,032,392


























2


















MORGAN
CREEK ENERGY CORP.





Form
10-Q





Part
      1.
            FINANCIAL
      INFORMATIONItem
      1.
            Financial StatementsBalance
      Sheets
            5Statements
      of Operations
            6Statements
      of Cash Flows
            7Notes
      to Financial Statements
            8Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            17Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            26Item
      4.
            Controls
      and Procedures
            27Part
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            29Item
      1A.
            Risk
      Factors
            29Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            29Item
      3.
            Defaults
      Upon Senior Securities
            29Item
      4.
            Removed
      and Reserved
            29Item
      5.
            Other
      Information
            29Item
      6.
            Exhibits
            30





























3











PART
I





ITEM
1. FINANCIAL STATEMENTS








MORGAN
CREEK ENERGY CORP.





(An
Exploration Stage Company)





FINANCIAL
STATEMENTS





MARCH
31, 2010


(unaudited)
































































4














MORGAN
CREEK ENERGY CORP.


(An
Exploration Stage Company)





BALANCE
SHEETS





March
      31,
              2010
            
            
            December
      31,
              2009ASSETS
            
            (Unaudited)
            
            
            (Audited)CURRENT
      ASSETSCash
            
            $
            6,194
            
            
            $
            193,109Prepaids
      and other assets
            
            
            40,535
            
            
            
            54,240TOTAL
      CURRENT ASSETS
            
            
            46,729
            
            
            
            247,349Property
      and equipment
            
            
            46,609
            
            
            
            -Oil
      and gas properties, unproven (Note 3)
            
            
            2,131,730
            
            
            
            2,474,812TOTAL
      ASSETS
            
            $
            2,225,068
            
            
            $
            2,722,161LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
            
            $
            356,545
            
            
            $
            794,809Due
      to related parties (Note 6)
            
            
            -
            
            
            
            198,467TOTAL
      CURRENT LIABILITIES
            
            
            356,545
            
            
            
            993,276GOING CONCERN (Note
      1)STOCKHOLDERS’ EQUITY(DEFICIT)(Note 4)Common
      stock, 66,666,666 shares authorized with $0.001 par valueIssued
      and outstanding34,032,392
      common shares (December 31, 2009 –30,432,392)
            
            
            34,032
            
            
            
            34,032Additional
      paid-in-capital
            
            
            9,072,156
            
            
            
            9,072,156Private
      placement subscriptions
            
            
            1,758,000
            
            
            
            1,468,000Deficit accumulated during
      exploration stage
            
            
            (8,995,665
            )
            
            
            (8,845,303
            )TOTAL
      STOCKHOLDERS’ EQUITY
            
            
            1,868,523
            
            
            
            1,728,885TOTAL
      LIABILITIES & STOCK HOLDERS’ EQUITY
            
            $
            2,225,068
            
            
            $
            2,722,161



































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





5





MORGAN
CREEK ENERGY CORP.


(An
Exploration Stage Company)





STATEMENTS
OF OPERATIONS





Three
      Months ended
              March
      31,
              2010
            
            
            Three
      Months ended
              March
      31,
              2009
            
            
            Inception
      (October 19, 2004) to March 31, 2010GENERAL
      AND ADMINISTRATIVE EXPENSESInvestor
      relations
            
            $
            15,000
            
            
            $
            -
            
            
            $
            921,268Consulting
      fees
            
            
            -
            
            
            
            15,000
            
            
            
            861,572Management
      fees – related party
            
            
            38,000
            
            
            
            45,600
            
            
            
            1,119,683Management
      fees - stock based compensation
            
            
            -
            
            
            
            -
            
            
            
            2,430,595Impairment
      of oil and gas properties (Note 3)
            
            
            -
            
            
            
            -
            
            
            
            1,611,753Office and
general
            
            
            51,856
            
            
            
            19,889
            
            
            
            713,012Professional fees
            
            
            44,806
            
            
            
            27,904
            
            
            
            891,395NET
      OPERATING LOSS
            
            
            (149,662
            )
            
            
            (108,393
            )
            
            
            (8,549,278
            )OTHER
      INCOME (EXPENSES)Gain
      on expired oil and gas lease option
            
            
            -
            
            
            
            -
            
            
            
            100,000Financing
      costs
            
            
            -
            
            
            
            -
            
            
            
            (424,660
            )Interest
      expense
            
            
            (700
            )
            
            
            (6,592
            )
            
            
            (121,727
            )TOTAL
      OTHER INCOME (EXPENSES)
            
            
            (700
            )
            
            
            (6,592
            )
            
            
            (446,387
            )NET
      LOSS
            
            $
            (150,362
            )
            
            $
            (114,985
            )
            
            $
            (8,995,665
            )











BASIC
      LOSS PER COMMON SHARE
            
            $
            (0.00
            )
            
            $
            (0.00
            )WEIGHTED
      AVERAGE NUMBER OF COMMON
              SHARES
      OUTSTANDING-BASIC
            
            
            34,032,392
            
            
            
            30,432,392





















































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





6





MORGAN
CREEK ENERGY CORP.


(An
Exploration Stage Company)





STATEMENTS
OF CASH FLOWS














Three Months
      Ended
              March 31,
            
            Inception
      (October 19, 2004) to March 31,2010
            
            2009
            
            2010




CASH
      FLOWS FROM OPERATING ACTIVITIESNet loss for the
      period
            
            $
            (150,362
            )
            
            $
            (114,985
            )
            
            $
            (8,995,665
            )Adjustments to reconcile net
      loss to net cash used in operating activities:-
      Stock based compensation
            
            
            -
            
            
            
            -
            
            
            
            2,430,595-
      Impairment of oil and gas properties
            
            
            -
            
            
            
            -
            
            
            
            1,611,753-
      Financing costs
            
            
            -
            
            
            
            -
            
            
            
            424,660CHANGES
      IN OPERATING ASSETS AND LIABILITIES-
      Interest accrued
            
            
            (42,467
            )
            
            
            6,592
            
            
            
            --
      Prepaid and other current assets
            
            
            13,705
            
            
            
            -
            
            
            
            (65,535
            )-
      Due to related parties accrued
            
            
            -
            
            
            
            10,074
            
            
            
            267,428- Accounts payable
      and accrued liabilities
            
            
            (438,264
            )
            
            
            34,020
            
            
            
            321,868NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (617,388
            )
            
            
            (64,299
            )
            
            
            (4,004,896
            )CASH
      FLOWS FROM INVESTING ACTIVITIESProperty
      and equipment
            
            
            (46,609
            )
            
            
            -
            
            
            
            (46,609
            )Oil and gas property
      expenditures and deposits, net
            
            
            343,082
            
            
            
            -
            
            
            
            (3,428,396
            )NET
      CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
            
            
            296,473
            
            
            
            -
            
            
            
            (3,475,005
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      on sale and subscriptions of common stock
            
            
            290,000
            
            
            
            -
            
            
            
            5,021,595Drilling
      Advances
            
            
            -
            
            
            
            -
            
            
            
            759,000Payments
      to related parties
            
            
            (156,000
            )
            
            
            -
            
            
            
            (1,650,000
            )Advances
      from related parties
            
            
            -
            
            
            
            50,000
            
            
            
            3,355,500NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            134,000
            
            
            
            50,000
            
            
            
            7,486,095INCREASE
      (DECREASE)  IN CASH
            
            
            (186,915
            )
            
            
            (14,299
            )
            
            
            6,194CASH,
      BEGINNING OF PERIOD
            
            
            193,109
            
            
            
            14,883
            
            
            
            -CASH,
      END OF PERIOD
            
            $
            6,194
            
            
            $
            584
            
            
            $
            6,194SUPPLEMENTAL
      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
            
            $
            -
            
            
            $
            -
            
            
            $
            950,000Transfer
      of bond against settlement of debt
            
            $
            -
            
            
            $
            -
            
            
            $
            25,000Non-cash
      sale of oil and gas property
            
            $
            -
            
            
            $
            -
            
            
            $
            65,000Common
      stock issued for settlement of debts (Note 4)
            
            $
            -
            
            
            $
            -
            
            
            $
            3,061,997








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






7






MORGAN CREEK
ENERGY CORP.


(An Exploration
Stage Company)




NOTES TO
FINANCIAL STATEMENTS


MARCH 31,
2010


(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 5,600 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 March 31, 2010, the Company has an
accumulated deficit of $8,995,665.  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, 2009 included in the Company’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission.  The unaudited
financial statements should be read in conjunction with those financial
statements included in the Form 10-K. In the opinion of management, all
adjustments considered necessary for a fair presentation, consisting solely of
normal recurring adjustments, have been made. Operating results for the three
months ended March 31, 2010 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2010.





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization


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





Basis
of presentation


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





Oil
and gas properties


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


8
 
 MORGAN CREEK
ENERGY CORP.
 (An Exploration
Stage Company)
  NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 (unaudited)
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Oil
and gas properties (continued)


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





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





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





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





Asset
retirement obligations


The
Company has adopted the provisions of FASB ASC 410-20 “Asset Retirement and
Environmental Obligations," which 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 March 31, 2010 and December 31, 2009 that exceeded
federally insured limits.





Financial
instruments


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





Earnings
(loss) per common share


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









9




MORGAN CREEK
ENERGY CORP.
 (An Exploration
Stage Company)
  NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 (unaudited)
 
 
  NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Income
taxes


The
Company follows the liability method of accounting for income
taxes.  Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax balances.  Deferred tax assets and liabilities
are measured using enacted or substantially enacted tax rates expected to apply
to the taxable income in the years in which those differences are expected to be
recovered or settled.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.  As at March
31, 2010, 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 June
1, 2006, the Company adopted FASB ASC 718-10, “Compensation- Stock
Compensation”, under this method, compensation cost recognized for the year
ended May 31, 2007 includes: a) compensation cost for all share-based payments
granted prior to, but not yet vested as of May 31, 2006, 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 May 31,
2006, based on the grant-date fair value estimated in accordance with the
provisions of FASB ASC 718-10.  In addition, deferred stock
compensation related to non-vested options is required to be eliminated against
additional paid-in capital upon adoption of FASB ASC 718-10. 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 FASB ASC 718-10
and the conclusions reached by the FASB ASC 505-50.  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 FASB ASC 505-50.





Recent
accounting pronouncement





In
January 2010, the FASB issued Accounting Standards Update (ASU) 2010-01, “Equity
(Topic 505-10): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task
Force)”.  This amendment to Topic 505 clarifies the stock portion of a
distribution to shareholders that allows them to elect to receive cash or stock
with a limit on the amount of cash that will be distributed is not a stock
dividend for purposes of applying Topics 505 and 260. This standard is effective
for interim and annual periods ending on or after December 15, 2009, and will be
applied on a retrospective basis.  The adoption of ASU 2010-01 during
the period did not have a material impact on the Company’s financial position,
cash flows or results of operations.





InJanuary 2010, the
Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) 2010-02, “Consolidation (Topic 810): Accounting and Reporting for
Decreases in Ownership of a Subsidiary”.  This amendment
to Topic 810 clarifies, but does not change, the scope of current US
GAAP.  It clarifies the decrease in ownership provisions of Subtopic
810-10 and removes the potential conflict between guidance in that Subtopic and
asset derecognition and gain or loss recognition guidance that may exist in
other US GAAP.  An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10).  For those entities that have already adopted FAS
160, the amendments are effective at the beginning of the first interim or
annual reporting period ending on or after December 15, 2009.


The
amendments should be applied retrospectively to the first period that an entity
adopted FAS 160.  The adoption of ASU 2010-


02 during
the period did not have a material impact on the Company’s financial position,
cash flows or results of operations.














10





MORGAN CREEK
ENERGY CORP.
 (An Exploration
Stage Company)
  NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 (unaudited)
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent
accounting pronouncement (continued)





In
January 2010, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) 2010-6, “Improving Disclosures about Fair Value
Measurements.” This update requires additional disclosure within the roll
forward of activity for assets and liabilities measured at fair value on a
recurring basis, including transfers of assets and liabilities between Level 1
and Level 2 of the fair value hierarchy and the separate presentation of
purchases, sales, issuances and settlements of assets and liabilities within
Level 3 of the fair value hierarchy. In addition, the update requires enhanced
disclosures of the valuation techniques and inputs used in the fair value
measurements within Levels 2 and 3. The new disclosure requirements are
effective for interim and annual periods beginning after December 15, 2009,
except for the disclosure of purchases, sales, issuances and settlements of
Level 3 measurements. Those disclosures are effective for fiscal years beginning
after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures,
the adoption of ASU 2010-6 during the period did not have a material impact on
the Company’s financial position, cash flows or results of
operations.





NOTE
3 – OIL AND GAS PROPERTIES





(a)
Quachita Prospect


The
Company has leased various properties totalling approximately 1,971 net acres
within the Quachita Trend within the state of Texas for a three year term, all
expiring during the year ended 2009, in consideration for
$338,353.  The Company has a 100% Working Interest and a 77% N.R.I. in
the leases.  During 2009 the balances of the leases within the
Quachita trend were allowed to lapse without renewal by the
Company.  Accordingly, during the year ended December 31, 2009 the
Company wrote off the original cost of these leases totalling $338,353. As
allowed for under the lease which included the Boggs #1 well, the Company has
paid a nominal fee to maintain its rights and access to the Boggs #1
well.





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, $1,352,751 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
$1,335,780 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 oil and gas lease option.






11




MORGAN CREEK
ENERGY CORP.
 (An Exploration
Stage Company)
  NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 (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 in
approximately 5,600 net acres. 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. On November 30, 2009 an amendment to the original
agreement was made whereby the Company increased its option to acquire from 60%
to 70% interest of Bonanza’s 85% interest. The Company paid $50,000 during
August 2009 and on October 23, 2009 paid an additional $65,000.  The
balance of $35,000 was due by December 31, 2009. On January 12, 2010 the
cumulative non-refundable payment was amended from $150,000 to $125,000. On
January 15, 2010 the Company made the final payment of $10,000.





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. On November 30, 2009 the Agreement between
Bonanza and the Company was amended whereby the Company agreed to incur the full
cost of drilling one well to completion on the prospect and will have exercised
its option to earn its interest in the well and the balance of the
Prospect.  In the event that the first well is a dry hole, the Company
will have the exclusive right and option to participate in any and all further
drilling programs on the Prospect and to incur the full cost of drilling a
second well to acquire a 75% interest of Bonanza’s 85% interest (59.50% working
interest) in both that well and the balance of the Prospect.





On
January 15, 2010 the Company entered into a Participation Agreement to finance
drilling and completion costs with two partners who will pay 67% of the costs of
the first well in the Prospect.  Morgan will pay 33% of the drilling
and completion costs.  To December 31, 2009, the Company had accrued
the entire estimated cost of the first well of $475,065 of which $316,690 was
paid to the Company during the period by the new participants.  Also
during the period, the Company received a reduction in the well cost from the
operator totalling $189,413 which resulted in amounts payable by the new
participants being reduced to $190,530.  Of the excess paid during the
period by the new participants, $63,022 remains payable as of March 31, 2010 and
has been included in accounts payable and accrued liabilities.





On
February 1, 2010 the Company was informed by its operator that it had drilled
the Nowlin #1-19 well to a depth of 8,836 feet.  After review of the
drilling logs, the Company has determined that oil is not producible in the
targeted Morrow A and B sand formations.  The Company is currently
reviewing the geological and geophysical data with the partners to determine if
there are any further targets within the leased acreage on the
Prospect.


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 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.








12




MORGAN CREEK
ENERGY CORP.
 (An Exploration
Stage Company)
  NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 (unaudited)


NOTE
4 – STOCKHOLDERS’ EQUITY (DEFICIT) (continued)





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%.





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 finder’s fee of 3.5% ($20,913) was paid on $597,500 of
the private placement proceeds received.





During
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-half non-transferable share purchase warrant exercisable at $0.50
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 totalling $1,515,214.  The difference between the estimated
fair value of the common shares issued at issuance and the amount of debt
settled totalling $378,803 was recorded as a finance cost during the period
(refer to Note 6).





On March
24, 2008, the Company issued 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 totalling $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
2009, the Company received $1,475,000 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. A finder’s fee of 7% ($7,000) was paid on $100,000 of
the planned private placement proceeds received.







13




MORGAN CREEK
ENERGY CORP.
 (An Exploration
Stage Company)
  NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 (unaudited)


NOTE
4 – STOCKHOLDERS’ EQUITY (DEFICIT) (continued)





During
the period, the Company received an additional $290,000 towards a planned
private placement of Units  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 per sharefor twelve months.





(d)           Share
Purchase Warrants


Details
of the Company’s share purchase warrants issued and outstanding as of March 31,
2010 are as follows:





Exercise
      price
            Number
      of warrants to purchase shares
            Expiry
      Date$0.25
            3,600,000
            July
      20, 2010





The
Company’s share purchase warrants activity for the period ended March 31, 2010
is summarized as follows:





Number
      of Warrants
            Weighted
      average exercise
              Price
      per share
            Weighted
      average remaining
              In
      contractual life (in years)Balance,
      December 31, 2008
            2,448,000
            $           0.75
            0.71Issued
            3,600,000
            0.25Expired
            (2,448,000)
            0.75Exercised
            -
            -Balance,
      December 31, 2009
            3,600,000
            0.25
            0.55Issued
            -
            -Expired
            -
            -Exercised
            -
            -Balance,
      March 31, 2010
            3,600,000
            $           0.25
            0.30





All
warrants are exercisable as at March 31, 2010.





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%.











14




MORGAN CREEK
ENERGY CORP.
 (An Exploration
Stage Company)
  NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 (unaudited)





NOTE
5 – STOCK OPTION PLAN (continued)





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.





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%.





As
approved by the Board of Directors on December 8, 2009, the Company granted
200,000 stock options to a director of the Company at $0.58 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 $129,800
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 3.40%; dividend yield of 0% and expected
volatility of 196%.





The
Company’s stock option activity for the period ended March 31, 2010 is
summarized as follows:





Number
      of Options
            Weighted
      average exercise
              Price
      per share
            Weighted
      average remaining
              In
      contractual life (in years)Balance,
      December 31, 2008
            3,733,336
            $          0.88
            7.22Granted
            3,400,000
            0.27
            -Expired
      - cancelled
            (3,566,670)
            0.84
            -Exercised
            -
            -
            -Balance,
      December 31, 2009
            3,566,666
            0.33
            9.21Granted
            -
            -
            -Expired
      - cancelled
            -
            -
            -Exercised
            -
            -
            -Balance,
      March 31, 2010
            3,566,666
            $          0.33
            8.96





All
options are exercisable as at March 31, 2010.











15




MORGAN CREEK
ENERGY CORP.
 (An Exploration
Stage Company)
  NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 (unaudited)


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
totalling $1,894,017 (Refer to Note 4).  During 2009, 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 December 31,
2009, $156,000 plus accrued interest of $42,467 was owed which bears interest at
8% per annum and has no specific repayment terms.  As of March 31,
2010, the accrued interest and principal had been paid in full.





Subsequent
to the period on April 1, 2010 a shareholder made an advance to the Company of
$50,000.  The advance bears interest of 8% per annum and has no
specific repayment terms.





Management
Fees


During
the three month period ended March 31, 2010, the Company incurred $38,000 (March
31, 2009 -$45,600) for management fees to officers and directors. As of March
31, 2010, total amount owing in accrued and unpaid management fees and expenses
was $62,327 (December 31, 2009 - $42,467).








NOTE
7 – SUBSEQUENT EVENTS





On April
1, 2010 a shareholder made an advance to the Company of $50,000.  The
advance bears interest of 8% per annum and has no specific repayment
terms.








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 December 31, 2009 filing on Form 10-K and March 31, 2010 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














FORWARD
LOOKING STATEMENTS





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





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





GENERAL





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





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





CURRENT
BUSINESS OPERATIONS





We are an
exploration stage company that was organized to enter into the oil and gas
industry.  We intend to locate, explore, acquire and develop oil and
gas properties in the United States and within North America. Our primary
activity and focus is our 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. We have also acquired approximately an additional 5,763
net acres in New Mexico. We have 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”).  As of the date of this Quarterly
Report, we have 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.






17





OIL
GAS PROPERTIES





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





Net Acres(*)New
      Mexico
            13,339Total:
            13,339







(*)
            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.









Quachta
      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. During 2009, the balances of the
leases within the Quachita trend were allowed to lapse without renewal by us.
Accordingly, during the year ended December 31, 2009, we wrote off the original
cost of these leases totaling $338,353. As allowed for under the lease which
included the Boggs #1 well, we have paid a nominal fee to maintain our rights
and access to the Boggs #1 well.





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 of
related party advances totaling $962,980 through the issuance of 3,057,076
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 $45,857 was recorded as a finance cost.









18





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 had 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 was extended to September 15, 2009. We exercised our
option with Westrock and acquired the approximate 5,746 net acres in New
Mexico.




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”).




In
accordance with the terms and provisions of the Option Agreement: (i) Formcap
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 would 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 were to be
received by us no later than September 8, 2009; and (iii) the Initial Payment
would be applied towards the total consideration to be paid by FormCap to us,
which would 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 would 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 would 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 would assign to FormCap the additional 25% working interest (20.375%
net revenue interest). Costs associated with the drilling of all subsequent
wells were to be shared on an equal basis between us and FormCap.






19




We
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 we
paid a finders’ fee of $20,000.  On September 24, 2009, we announced
that FormCap could not meet the requirements of the Option Agreement and thus
forfeited its rights to the project. We retained the $100,000 non-refundable
deposit and recorded it as a gain on expired option.




Oklahoma
Prospect




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, as amended (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 (the “Bonanza Resources Interest”) in and to
certain leases located in Beaver County, State of Oklahoma, known as the North
Fork 3-D Prospect (the “Prospect”). In accordance with the terms and provisions
of the Option Agreement: (i) we agreed to make a non-refundable payment to
Bonanza Resources of $150,000 within sixty (60) days from the date of the Option
Agreement; and (ii) Bonanza Resources 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
Prospect. In further accordance with the terms and provisions of the Option
Agreement, 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”). In accordance with the
terms and provisions of the Original Agreement, Bonanza Resources acquired the
Bonanza Resources Interest and subsequently represented to us that the acreage
of the Bonanza Resources Interest consisted of 8,555 acres. Therefore, the
Option Agreement reflected the acreage of the Bonanza Resources Interest to
consist of 8,555 acres, which has been subsequently disclosed by us in numerous
filings with the Securities and Exchange Commission.




Furthermore,
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 Resources shall retain the $150,000 as liquidated
damages for our failure to incur the Exploration Expenditures.




During
the course of our due diligence, we discovered that the size of the Bonanza
Resources Interest is not the original represented 8,555 acres but approximately
5,600 acres, which we alleged was materially less than represented by Bonanza
Resources and contracted for under the Option Agreement. Bonanza Resources has
stated to us that the actual lesser amount of acreage forming the Bonanza
Resources Interest was due to certain leases not being renewed by the operator
of the Prospect, thus expiring prior to the date of the Option Agreement,
without first advising Bonanza Resources either orally or in writing of the
operator’s intention to allow those leases to expire. Bonanza Resources further
stated to us that it discovered the facts regarding the acreage approximately
November 26, 2009. We in good faith relied on the representations of Bonanza
Resources when we entered into the Option Agreement and now know that such
representations were not correct.






20




Therefore,
as of November 30, 2009, we entered into an amendment of the Option Agreement
with Bonanza Resources (the “Amendment”). In accordance with the terms and
provisions of the Amendment, Bonanza Resources granted to us an option to
acquire a 75% interest in the Bonanza Resources Interest (a 59.50% working
interest) by incurring the full costs of drilling one well to completion on the
Prospect, which will deem us as having earned an interest in that well and in
the balance of the Prospect. In the event we incur the full cost of drilling the
first well which results in a dry hole, we will then have the exclusive right
and option to participate in any and all further drilling programs on the
Prospect and to incur the full costs of drilling a second well to completion on
the Prospect. This will deem us as having earned its option to acquire the 75%
interest of the Bonanza Resources Interest in both that well and the balance of
the Prospect.




Therefore,
in light of the fact that the Bonanza Resources Interest is actually comprised
of a number of acres materially less than originally represented by Bonanza
Resources, we hereby: (i) advise the public that we believed the accurate number
of acres forming the Bonanza Resources Interest is approximately 5,600 acres and
that our website has been amended accordingly; and (ii) advise the public of the
Amendment.




During
fiscal year ended December 31, 2009, we paid to Bonanza $115,000. The balance of
$35,000 was due by December 31, 2009. Subsequently on January 12, 2010, the
non-refundable payment was amended from $150,000 to $125,000. On January 15,
2010, we made the final payment of $10,000.




On
January 15, 2010, we entered into a participation agreement to finance drilling
and completion costs with two partners who will pay 67% of the costs of the
first well in the Prospect. We will pay 33% of the drilling and completion
costs.




Our
management decided to prioritize the exploration drilling program on the North
Fork 3D prospect in Beaver County. We completed a multi-component interpretive
3-D survey on approximately 8,500 acres to image the Morrow A and B sands.
Management believed that the 3-D interpretive survey identified approximately
forty drill ready target locations. On February 1, 2010, we were informed by our
operator that it had drilled the Nowlin #1-19 well to a depth of 8,836 feet.
After review of the drilling logs, we have determined that oil is not producible
in the targeted Morrow A and B sand formations. We are currently reviewing the
geological and geophysical data with our partners to determine if there are any
further targets within the leased acreage on the Prospect.







21





RESULTS
OF OPERATION




Three
      Month Period Ended March 31, 2010 and 2009
            
            
            For
      the Period from Inception (October 19, 2004) to March 31,
      2010STATEMENT
      OF OPERATIONS DATAGeneral
      and Administrative ExpensesInvestor
      relations expenses
            
            $
            15,000
            
            
            $
            -0-
            
            
            $
            921,268Consulting
      expenses
            
            
            -0-
            
            
            
            15,000
            
            
            
            861,572Management
      fees – related party
            
            
            38,000
            
            
            
            45,600
            
            
            
            1,119,683Management
      fees – stock based compensation
            
            
            -0-
            
            
            
            -0-
            
            
            
            2,430,595Impairment
      of oil and gas  properties
            
            
            -0-
            
            
            
            -0-
            
            
            
            1,611,753Office
      and general
            
            
            51,856
            
            
            
            19,889
            
            
            
            713,012Professional
      Fees
            
            
            44,806
            
            
            
            27,904
            
            
            
            891,395Net
      Operating Loss
            
            $
            (149,662
            )
            
            $
            (108,393
            )
            
            $
            (8,549,278
            )Other
      ExpenseGain
      on expired    oil and gas lease option
            
            
            -0-
            
            
            
            -0-
            
            
            
            100,000Financing
      Costs
            
            
            -0-
            
            
            
            -0-
            
            
            
            (424,660
            )Interest
      expense
            
            
            (700
            )
            
            
            (6,592
            )
            
            
            (121,727
            )Net
      Loss
            
            $
            (150,362
            )
            
            $
            (114,985
            )
            
            $
            (8,995,665
            )






22





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





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





Three
Month Period Ended March 31, 2010 Compared to Three Month Period Ended March 31,
2009





Our net
loss for the three month period ended March 31, 2010 was ($150,362) compared to
a net loss of ($114,985) during the three month period ended March 31, 2009 (an
increase of $35,377). During the three month periods ended March 31, 2010 and
2009, we did not generate any revenue.





During
the three month period ended March 31, 2010, we incurred general and
administrative expenses of approximately $149,662 compared to $108,393 incurred
during the three month period ended March 31, 2009 (an increase of $41,269).
These general and administrative expenses incurred during the three month period
ended March 31, 2010 consisted of: (i) investor relations of $15,000 (2009:
$-0-); (ii) consulting fees of $-0- (2009: $15,000); (iii) office and general of
$51,856 (2009: $19,889); (iv) professional fees of $44,806 (2009: $27,904); and
(v) management fees – related party of $38,000 (2009: $45,600).





During
the three month periods ended March 31, 2010 and 2009, we did not record any
impairment of oil and gas properties. Thus, general and administrative expenses
incurred during the three month period ended March 31, 2010 compared to the
three month period ended March 31, 2009 increased primarily due to the increase
in office and general and professional fees relating to increased scope of
operations. General and administrative expenses were increased further due to
the increase in investor relations of $15,000. Reductions in expenses were
realized in management fees – related party. General and administrative expenses
generally include corporate overhead, financial and administrative contracted
services, marketing, and consulting costs.





Of the
$149,662 incurred as general and administrative expenses during the three month
period ended March 31, 2010, we incurred management fees of $38,000. As of March
31, 2010, the total amount due and owing in accrued and unpaid management fees
and expenses was $62,327.






23





Interest
expense incurred during the three month period ended March 31, 2010 was $700
(2009: $6,592). Our net loss during the three month period ended March 31, 2010
was ($150,362) or ($0.00) per share compared to a net loss of ($114,985) or
($0.00) per share during the three month period ended March 31, 2009. The
weighted average number of shares outstanding was 34,032,392 for the three month
period ended March 31, 2010 compared to 30,432,392 for the three month period
ended March 31, 2009.





LIQUIDITY
AND CAPITAL RESOURCES





As
at March 31, 2010





As at
March 31, 2010, our current assets were $46,729 and our current liabilities were
$356,545, which resulted in a working capital deficiency of ($309,816). As at
March 31, 2010, current assets were comprised of: (i) $6,194 in cash; and (ii)
$40,535 in prepaid and other assets. As at the three month period ended March
31, 2010, current liabilities were comprised of $356,545 in accounts payable and
accrued liabilities.





As at
March 31, 2010, our total assets were $2,225,068 comprised of: (i) $46,729 in
current assets; (ii) $46,609 in property and equipment and (iii) $2,131,730 in
unproven oil and gas properties. The decrease of total assets for the three
month period ended March 31, 2010 from December 31, 2009 was primarily due to
the decrease in valuation of unproven oil and gas properties and a decrease in
cash.





As at
March 31, 2010, our total liabilities were $356,545 comprised entirely of
current liabilities. The decrease in liabilities  for the three month
period ended March 31, 2010 from fiscal year ended December 31, 2009 was
primarily due to a decrease in amounts due to related parties and in accounts
payable and accrued liabilities. 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.





Stockholders’
equity increased from $1,728,885 as of December 31, 2009 to stockholders’ equity
of $1,868,523 as of March 31, 2010.





Cash
Flows from Operating Activities





We have
not generated positive cash flows from operating activities. For the three month
period ended March 31, 2010, net cash flows used in operating activities was
($617,388), consisting primarily of a net loss of ($150,362). Net cash flows
used in operating activities was changed by ($42,467) in accrued interest,
$13,705 in prepaid and other current assets and ($438,264) in accounts payable
and accrued liabilities.





Cash
Flows from Investing Activities





For the
three month period ended March 31, 2010, net cash flows used in investing
activities was ($46,609) for property and equipment and  $343,082 for
oil and gas property net expenditures and deposits.






24





Cash
Flows from Financing Activities





We have
financed our operations primarily from either advancements or the issuance of
equity and debt instruments. For the three month period ended March 31, 2010,
net cash flows provided from financing activities was $134,000 compared to
$50,000 for the three month period ended March 31, 2009. Cash flows from
financing activities for the three month period ended March 31, 2010 consisted
of $290,000 in proceeds from sale and subscriptions of common stock offset by
($156,000) in payments to 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, 2009, we received $1,475,000 for a private
placement of Units to be offered at $0.50 per Unit with each Unit consisting of
one share of our restricted common stock and one-half Warrant to acquire an
additional common share, exercisable at $1.00 for twelve months. A finders fee
of 7% ($7,000) was paid on $100,000 of the planned private placement proceeds
received.





Subsequent
to December 31, 2009 and through February 9, 2010, we received a further
$290,000 towards a planned private placement of Units to be offered at $0.50 per
Unit with each Unit consisting of one share of restricted common stock and
one-half warrant to acquire an additional common share exercisable at $1.00 per
share for twelve months (collectively, the “Planned Private
Placements”).










25







MATERIAL
COMMITMENTS





During
fiscal year ended December 31, 2007, an aggregate of $1,365,500 was due and
owing to one of our shareholders relating to advances. Subsequently, during
fiscal year ended December 31, 2008, additional advances were made by this same
shareholder to us of $885,000 for an aggregate amount of $2,250,500 due and
owing. During fiscal year ended December 31, 2008, we repaid $500,000 to this
shareholder. Further, the shareholder assigned the amount of $1,894,017 to
various assignees and settled the $1,894,017 pursuant to the issuance of
5,050,712 shares of our restricted common stock at $0.375 per share. During the
period, this shareholder made further advances of $100,000 and was repaid
$24,000. And, on July 20, 2009, we issued an aggregate of 1,600,000 Units at
$0.125 per Unit on settlement of shareholder advances of $200,000. As a result,
as of December 31, 2009, $156,000 was due and owing, which bears interest at 8%
per annum and has no specific repayment terms. As of December 31, 2009, total
accrued interest was $42,467.





As of
March 31, 2010, the accrued interest and principal has been paid in
full.





Subsequent
to the period on April 1, 2010, a shareholder made an advance to us of $50,000.
This advance bears interest at 8% per annum and has no specific repayment
terms.





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, 2009 and December 31,
2008 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.











26




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.






Interest
Rate




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




ITEM
IV. CONTROLS AND PROCEDURES




EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES




We have
performed an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), of the effectiveness of our disclosure controls and procedures,
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on
that evaluation, our management, including our CEO and CFO, concluded that our
disclosure controls and procedures were effective as of March 31, 2010 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
Quarterly Report on Internal Control Over Financial Rporting





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 the Company’s
management, including the chief executive officer and principal financial
officer, we evaluated the effectiveness of our internal control over financial
reporting as of March 31, 2010. 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.









27




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.





Changes
in internal controls





There
were no changes in internal controls for the three month period ended March 31,
2010.





Our
management has 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 as follows. (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. Peter Carpenter, Mr. Angelo Viard and Mr. D. Bruce Horton. All
of the members of the audit committee are “independent” within the meaning of
Rule 10A-3 under the Exchange Act. The current audit committee was organized on
December 18, 2008 and operates under a written charter adopted by our Board of
Directors.





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





Based on
the reviews and discussions referred to above, the audit committee has
recommended to the Board of Directors that the financial statements referred to
above be included in our Quarterly Report on Form 10-Q for the three month
period ended March 31, 2010 filed with the Securities and Exchange
Commission.














28








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.





As of the
date of this Quarterly Report, all actions against the directors and officers of
Company were dismissed.  The Company still is included in the action
and the judge was reluctant to dismiss Morgan without further discovery evidence
being presented.  The Company is confident that they will be dismissed
from the action after discoveries.





ITEM
1A. RISK FACTORS





No report
required.





ITEM
2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS





No report
required.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





No report
required.





ITEM
4. Removed and Reserved





ITEM
5. OTHER INFORMATION





No report
required.






29






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 of1934 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:
May 17, 2010 By:
/s/  Peter Wilson


-----------------------------------------------


Peter Wilson
President and


Chief
Executive Officer








Dated:
May 17, 2010 By: /s/
William D. Thomas


-----------------------------------------------


William D. Thomas


Chief Financial
Officer


30