UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                              FORM 10-Q

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

          For the quarterly period ended March 31, 2009

OR

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

For the transition period from                      to

                      Commission File number 814-00783

                     SPRING CREEK CAPITAL CORP.
          (Exact Name of Registrant as Specified in Its Charter)

              NEVADA                                        98-0496750
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

1365 N. Courtenay Parkway, Suite A
Merritt Island, FL                                             32953
(Address of Principal Executive Offices)                     (Zip Code)

                               (321)-452-9091
              (Registrants Telephone Number, Including Area Code)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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  [  ]

     Indicate by check mark whether the Registrant is an accelerated filer
(as defined by Rule 12b-2 of the Act).                   Yes [  ]   No  [X ]

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

	The number of shares of the Registrants Common Stock, $0.001 par
value, outstanding as of May 1, 2009, was 33,730,000 shares.




                           TABLE OF CONTENTS
                                                                     PAGE NO.

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements

Balance Sheets as of March 31, 2009 and December 31, 2008                 F-1
Schedule of Investments as of March 31, 2009                              F-2

Statements of Operations for the three month period ended
    March 31, 2009 and 2008                                               F-3

Statements of Cash Flows for the three month period ended
    March 31, 2009 and 2008                                               F-4

Notes to Financial Statements                                             F-5

Item 2.  Management Discussion and Analysis of Financial Condition
         and Results of Operations                                          3

Item 3.  Quantitative and Qualitative Disclosures about Market Risk         8

Item 4.  Controls and Procedures                                            8

PART II.  OTHER INFORMATION                                                 9

Item 1.  Legal Proceedings                                                  9

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds        9

Item 3.  Defaults Upon Senior Securities                                    9

Item 4.  Submission of Matters to a Vote of Security Holders                9

Item 5.  Other Information                                                  9

Item 6.  Exhibits and Reports on Form 8-K                                   9


         Signatures                                                        10












PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements.
                          SPRING CREEK CAPITAL CORP.
                                BALANCE SHEETS
                                            March 31, 2009   December 31, 2008
                                             (unaudited)
                                            --------------- -----------------
Assets:
Cash and cash equivalents                 $        2,743        $         --
                                             ------------       ------------
     Total Current Assets                          2,743                  --
Other Assets
     Investments in Portfolio Companies               --                  --
                                              ------------       ------------
     Total Other Assets                               --                  --
                                              ------------       ------------
Total Assets                              $         2,743                 --
                                              ============       ============
Liabilities and Stockholders?
  Equity (Deficit)
    Accounts payable and other            $        12,962        $       500
    Accrued interest                                  800                 --
    Short term loans                               40,000                 --
                                               ------------      ------------
     Total Short term Liabilities                  53,762                500

    Long term Liabilities:                              -                  -
                                               ------------     -------------
Total Liabilities                                  53,762                500
                                               ------------     -------------
Commitments and contingencies

Stockholders? Equity (Deficit):
  Common stock, par value $0.001
    authorized 75,000,000 shares,
    issued 33,730,000 and 32,880,000 shares
    at March 31, 2009 and December 31, 2008        33,730             32,880
  Additional paid-in capital                       95,545             93,120
  Accumulated deficit                            (180,294)          (126,500)
                                                ------------     ------------
  Total Stockholders?(Deficit):                   (51,019)              (500)
                                                ------------     ------------
  Total Liabilities and
    Stockholders? Equity (Deficit):          $      2,743        $        --
                                                ============     ============
Net Asset value per common share             $     (0.002)       $   (0.0000)






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






                         SRING CREEK CAPITAL CORP.
                     SCHEDULE OF INVESTMENTS (unaudited)
                                March 31, 2009


     Portfolio        Industry     Amount      Cost     Fair       % of
    Investments                   or Number             Value    Net assets
-------------------  ---------  -----------  -------- ---------  -----------
        --               --         --       $   -    $    -          -

                                             -------- ---------  -----------
Total                                        $   -    $    -          -
                                             ======== =========  ===========


NOTE:  Spring Creek capital Corp. first elected to be treated as a business
development company under the Investment Company Act of 1940 in April, 2009
and has not yet made any portfolio investments.




































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



                          SPRING CREEK CAPITAL CORP.
                           STATEMENTS OF OPERATIONS

                                      For the three months ended
                                 March 31, 2009          March 31, 2008
                                  (unaudited)              (unaudited)
                                 --------------          ---------------
Investment income:
  Interest income                $         -             $         -
  Dividend income                          -                       -
  Other income                             -                       -
                                   ----------              ----------
Total income                               -                       -
Operating expenses:
   Investment advisory fees
      Base fee                             -                       -
      Incentive fee                        -                       -
      Capital gains fee                    -                       -
                                    ----------             ----------
   Total investment
      advisory fees                        -                       -
   General & administrative
      Consulting expenses             43,200                       -
      Rent expense                     2,200                       -
      Professional fees                7,162                     300
      Interest expense                   800                       -
      Other expenses                     432                     200
                                    ----------             ----------
Total operating costs                 53,794                     500
                                    ----------             ----------
Net investment loss                  (53,794)                   (500)
                                    ----------             ----------
Net realized income from
   disposal of investments                 -                       -
Net unrealized appreciation
   in investments                          -                       -
                                    ----------             ----------
Net decrease in stockholders?
   equity resulting from
   operations                      $  (53,794)             $    (500)
                                    ==========              ==========
Basic and diluted net decrease
   in stockholder equity per
   common share resulting from
   operations                      $   (0.002)             $  (0.000)
                                    ==========              ===========
Weighted number of common shares
   outstanding-basic               33,420,000              30,000,000
                                   ===========             ===========
Weighted number of common shares
    outstanding-diluted            33,420,000              30,000,000
                                   ===========             ===========


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




                        SPRING CREEK CAPITAL CORP.
                         STATEMENT OF CASH FLOWS
                        FOR THE THREE MONTHS ENDED
                          MARCH 31, 2009 and 2008
                              (unaudited)
                                             For the three months ended
                                          March 31, 2009     March 31, 2008
                                           (unaudited)        (unaudited)
                                         ----------------- ----------------
Cash flows from operating activities:

Net decrease in stockholders? equity
    from operations                      $     (53,794)     $       (500)
Adjustments to reconcile net decrease
    in stockholders equity from
    operations to net cash provided
    (used)in operating activities:

    Increase in accounts payable                15,737                500
    Accrued interest                               800                  -
                                           ------------         -----------
Net cash used in operating activities          (37,257)                 -

Cash flows from financing activities:
    Proceeds from short term borrowing          40,000                  -
                                           ------------          -----------
Net cash provided by financing activities       40,000                  -
                                           ------------          -----------

Net increase (decrease) in cash                  2,743                  -
Cash, beginning of period                            -                  -
                                            ------------          -----------
Cash, end of period                       $      2,743        $         -
                                            ============          ===========


Supplemental Disclosures:

Payment of accounts payable through
  issue of 850,000 shares of common stock $      3,275        $         -
                                            ============          ===========













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




                         SPRING CREEK CAPITAL CORP.
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2009
                                (unaudited)

Note 1. Organization and Interim Financial Statements

Spring Creek Capital Corp. (the Company), a Nevada corporation, was incorporated
on May 11, 2006 and filed an election to be treated as a business development
company (BDC) under the Investment Company Act of 1940, (the 1940 Act) on April
23, 2009.  The accompanying financial statements have been presented as if the
BDC election had been in effect as of the dates of all financial statements
presented, and the financial statements have been modified retroactively for
that purpose.  As of March 31, 2009, the Company had not yet made its first
portfolio investment as a BDC.

As a BDC, the company is subject to the filing requirements of the Securities
Exchange Act of 1934 and has elected to be subject to Sections 55 to 65 of
the 1940 Act, which apply only to BDCs.  The Company is not a registered
investment company under the 1940 Act, however, and is not required to file
the semi-annual and annual reports required to be filed by registered
investment companies under Section 30 of the 1940 Act.

The Company does not intend to focus on any primary investment market, and
expects to invest, under normal circumstances, at least 80.0 percent of its
net assets in qualified portfolio companies in emerging growth markets. At
March 31, 2009, the Company had not yet elected to be treated as a business
development corporation and had not yet invested in any portfolio
companies. The Company expects to concentrate on making investments in
companies having annual revenues of less than $250.0 million and in
transaction sizes of less than $25.0 million. In most cases, these
companies will be privately held or will have thinly traded public equity.

The accompanying financial statements are un-audited and have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form
10-Q, including Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in audited financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America have been omitted pursuant to such rules and regulations.  These
financial statements should be read in conjunction with the audited financial
statements that were included in the Form 10-K filed by the Company for the
year ended December 31, 2008.  As a BDC, and therefore as a non-registered
investment company, the Company is subject to the normal financial reporting
rules of Regulation S-X, as adopted by the SEC, in accordance with Regulation
S-X 5.01 as well as applicable provisions of Section 6 of Regulation S-X.  The
accompanying financial reports have been prepared in accordance with the
requirements of Regulation S-X, as explained and interpreted in the Audit and
Accounting Guide for Investment Companies of the American Institute of
Certified Public Accountants (May 1, 2008)(the Audit Guide).

Operating results for the interim periods presented are not necessarily
indicative of the results to be expected for a full year.



                         SPRING CREEK CAPITAL CORP.
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2009
                                (unaudited)

Note 2. Significant Accounting Policies

The preparation of financial statements in conformity with Generally Accepted
Accounting Principles (GAAP) requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses during the reported period. Changes in the economic environment,
financial markets and any other parameters used in determining these estimates
could cause actual results to differ.

The following are significant accounting policies which will be consistently
applied by the Company and are based on Chapter 7 of the Audit Guide, as
modified by Appendix A:

Investments:

(a) Security transactions are recorded on a trade-date basis.

(b) Valuation:

(1) Investments for which market quotations are readily available are valued at
such market quotations.

(2) Short-term investments which mature in 60 days or less, such as U.S.
Treasury bills, are valued at amortized cost, which approximates market value.
The amortized cost method involves valuing a security at its cost on the date
of purchase and thereafter assuming a constant amortization to maturity of the
difference between the principal amount due at maturity and cost. Short-term
securities which mature in more than 60 days are valued at current market
quotations by an independent pricing service or at the mean between the bid and
ask prices obtained from at least two brokers or dealers (if available, or
otherwise by a principal market maker or a primary market dealer). Investments
in money market mutual funds are valued at their net asset value as of the
close of business on the day of valuation.

(3) It is expected that most of the investments in the Company?s portfolio
will not have readily available market values. Debt and equity securities
whose market prices are not readily available are valued at fair value, with
the assistance of an independent valuation service, using a valuation policy
and a consistently applied valuation process which is under the
direction of our board of directors.

The factors that may be taken into account in fairly valuing investments
include, as relevant, the portfolio company  ability to make payments, its
estimated earnings and projected discounted cash flows, the nature and
realizable value of any collateral, the financial environment in which the
portfolio company operates, comparisons to securities of similar publicly
traded companies and other relevant factors. Due to the inherent uncertainty
of determining the fair value of investments that do not have a readily
available market value, the fair value of these investments may differ



                         SPRING CREEK CAPITAL CORP.
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2009
                                (unaudited)

Note 2. Significant Accounting Policies (continued)

significantly from the values that would have been used had a ready market
existed for such investments, and any such differences could be material.

As part of the fair valuation process, the Audit Committee of the Company
will review the preliminary evaluations prepared by the Investment Advisor
engaged by the Board of Directors, as well as managements valuation
recommendations and the recommendations of the Investment Committee.
Management and the Investment Advisor will respond to the preliminary
evaluation to reflect comments provided by the Audit Committee.  The Audit
Committee will review the final valuation report and managements valuation
recommendations and make a recommendation to the Board of Directors based
on its analysis of the methodologies employed and the various valuation
factors as well as factors that the Investment Advisor and management may
not have included in their evaluation processes.  The Board of Directors
then will evaluate the Audit Committee recommendations and undertake a
similar analysis to determine the fair value of each investment in
the portfolio in good faith.

(c) Realized gains or losses on the sale of investments are calculated using
the specific identification method.

(d) Interest income, adjusted for amortization of premium and accretion of
discount, is recorded on an accrual basis.

(e) Dividend income is recorded on the ex-dividend date.

(f) Loan origination, facility, commitment, consent and other advance fees
received by us on loan agreements or other investments are accreted into
income over the term of the loan.

Federal and State Income Taxes:

The Company has not elected to be treated as, and is not, a regulated
investment company and does not presently intend to comply with the
requirements of the Internal Revenue Code of 1986 (the Code), applicable
to regulated investment companies. A regulated investment company is
required to distribute at least 90% of its investment company taxable
income to shareholders, which the Company does not expect to do for the
foreseeable future. Therefore, the Company must make appropriate provision
for income taxes in accordance with SFAS 109, Accounting for Income Taxes,
using the liability method, which requires the recognition of deferred assets
and liabilities for the expected future tax consequences of temporary
differences between carry amounts and tax basis of assets and
liabilities.  At March 31, 2009, the Company has approximately $180,000
of net operating loss carry-forwards available to affect future taxable
income and has established a valuation allowance equal to the tax benefit of
the net operating loss carry-forwards as realization of the asset is not
assured.  The net operating loss carry-forwards may be limited under the
change of control provisions of the Internal revenue Code, Section 382.



                        SPRING CREEK CAPITAL CORP.
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2009
                                (unaudited)

Note 2. Significant Accounting Policies (continued)

The Company applies the provisions of FASB, Interpretation No. 48, or FIN 48,
?Accounting for Uncertainty in Income Taxes ? an Interpretation of FASB
Statement 109.? FIN 48 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The amount recognized is measured as
the largest amount of benefit that has a greater than 50% likelihood of being
realized upon ultimate settlement.

When applicable, the Company will include interest and penalties related to
Uncertain tax positions in income tax expense.

Dividends and Distributions:

Dividends and distributions to common stockholders will be recorded on the
ex-dividend date. The amount, if any, to be paid as a dividend will be
approved by the board of directors each quarter and will be generally based
upon managements estimate of our earnings for the quarter and our investment
needs. Net realized capital gains, if any, will be reviewed at least
annually as part of any distribution determination.

Consolidation:

As an investment company, the Company will only consolidate subsidiaries which
are also investment companies. At March 31, 2009, the Company did not have
any consolidated subsidiaries.

Investment Advisory Agreement

The Company has not yet entered into an Investment Advisory Agreement but
anticipates doing so during the quarter ended June 30, 2009.  No investment
advisory fees have been earned or accrued for the quarter.

Managerial Assistance

As a business development company, we will offer, and provide upon request,
managerial assistance to certain of our portfolio companies. This assistance
could involve, among other things, monitoring the operations of our portfolio
companies, participating in board and management meetings, consulting with
and advising officers of portfolio companies and providing other
organizational and financial guidance. The Company expects to receive fee
income for providing these services from each portfolio company.

Custodial Agreements

Rule 17f-1(c) issued under the Investment Company Act of 1940 provides that if a
registered investment company shall place or maintain any of its investment
securities in the custody of a member of a national securities exchange, then it
may do so only pursuant to a written contract approved by its Board of Directors

                         SPRING CREEK CAPITAL CORP.
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2009
                                (unaudited)

Note 2. Significant Accounting Policies (continued)

and containing certain required provisions.  The Company, as a BDC, is not a
registered investment company and in any event has no securities placed or
maintained with such a member.  Therefore, the Company does not have and has not
filed, such an agreement with the SEC.

Fidelity Bond

Rule 17g-1 issued under the Investment Company Act of 1940 provides that a
registered investment company must provide and maintain a fidelity bond against
larceny or embezzlement by each officer or employee of the company who may hav
access to securities or funds of the company, directly or indirectly. The
Company, as a BDC, is not a registered investment company and in any event has
no securities and minimal cash as of April 23, 2009, when the BDC election was
filed.  Management will obtain any required fidelity bond as and when required
by the rules applicable to the Company as a BDC.

Recent Accounting Pronouncements

Fair Value

  In September 2006, the Financial Accounting Standards Board (the ?FASB?)
issued Statement of Financial Accounting Standards (?SFAS?) No.
157, ?Fair Value Measurement? (?SFAS 157?). This statement defines fair
value, establishes a framework for measuring fair value in GAAP, and
expands disclosure about fair value measurements. This statement is
effective for financial statements for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet
issued financial statements for that fiscal year, including financial
statements for an interim period within that fiscal year. The Company
adopted SFAS 157 on January 1, 2008. Adoption of this statement did not
have a material impact on the financial statements of the Company.
In May 2008, the FASB issued FAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". FAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles". The adoption of this statement is not expected to have a material
effect on the Company's financial statements.

Note 3. Portfolio Investments

As required by the 1940 Act, we will classify our investments by level of
control. As defined in the 1940 Act, control investments are those where there
is the ability or power to exercise a controlling influence over the management
or policies of a company. Control is generally viewed to exist when a
company or individual owns 25% or more of the voting securities of an investee
                         SPRING CREEK CAPITAL CORP.
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2009
                                (unaudited)

Note 3. Portfolio Investments (continued)

company. Affiliated investments and affiliated companies are defined by a
lesser degree of influence and are deemed to exist through ownership of an
amount greater than 5% but less than 25% of the voting securities of the
investee company. The Company currently has no controlled or affiliated
investments.

Note 4.    Stockholders? Equity.

During the quarter ended March 31, 2009, the Company issued 850,000 shares of
its common stock in payment of outstanding accounts payable of $3,275.

Note 5.    Note Payable.

During the quarter ended March 31, 2009, the Company received $40,000 in
exchange for a short-term note bearing interest at 9 percent.

Note 6.    Financial Highlights

                       CHANGES IN NET ASSET VALUE


The following is a schedule of financial highlights for the three months ended
March 31, 2009 and for the twelve months ended December 31, 2008:

                                        For the          For the
                                     three months     twelve months
                                        ended            ended
                                    March 31, 2009  December 31, 2008
                                    ---------------- -----------------
Net asset value at
    beginning of period (1)        $     0.000       $     0.000
Proceeds from common stock                  -              0.003
Net investment income                   (0.002)           (0.003)
Net unrealized appreciation                 -                 -
                                     -------------    --------------
Net asset value, end of period (2) $    (0.002)      $     0.000

(1)  Financial highlights as of March 31, 2009 and December 31, 2008 are
based on 33,730,000 and 32,880,000 fully diluted common shares outstanding,
respectively, giving retroactive effect to the 3 for 1 forward split.  The
changes in net asset value for the year ended December 31, 2008 have been
restated to reflect the election of BDC status as of April 23, 2009.

(2)  Total return based on net asset value is based upon the change in net
asset value per share between the opening and ending net asset values per
share in each period. The total return is not annualized.



                        SPRING CREEK CAPITAL CORP.
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2009
                                (unaudited)


Note 7  Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company?s financial position
and operating results raise substantial doubt about the Company?s ability
to continue as a going concern, as reflected by the accumulated deficit of
$180,294 and recurring net losses. The ability of the Company to continue as a
going concern is dependent upon acquiring suitable portfolio investments and
obtaining additional capital and financing. Management?s plan in this regard
is to acquire portfolio investment operating entities and secure financing
and operating capital. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.



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

This quarterly report on Form 10-Q contains forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if they never
materialize or prove incorrect, could cause the results of the Company to
differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of revenue, expenses, earnings or losses from operations or
investments, or other financial items; any statements of the plans, strategies
and objectives of management for future operations; any statements of
expectation or belief; and any statements of assumptions underlying any of
the foregoing. The risks, uncertainties and assumptions referred to above
include risks that are described from time to time in our Securities and
Exchange Commission, or the SEC, reports filed before this report.

The forward-looking statements included in this quarterly report
represent our estimates as of the date of this quarterly report. We
specifically disclaim any obligation to update these forward-looking
statements in the future. Some of the statements in this quarterly report
constitute forward-looking statements, which relate to future events or our
future performance or financial condition. Such forward-looking statements
contained in this quarterly report involve risks and uncertainties.

We use words such as anticipates, believes, expects, future, intends and
similar expressions to identify forward-looking statements. Our actual results
could differ materially from those projected in the forward-looking statements
for any reason. We caution you that forward-looking statements of this type
are subject to uncertainties and risks, many of which cannot be predicted or
quantified.

The following analysis of our financial condition and results of operations
should be read in conjunction with our financial statements and the related
notes thereto contained elsewhere in this Form 10-Q, as well as the risk
factors included in our Form 10-K filed for the year ended December 31, 2008.

Overview

Spring Creek Capital Inc., (hereinafter referred to as the "Company")
was incorporated on May 11, 2006 by filing  Articles  of  Incorporation
with the Nevada  Secretary of State.  The Company was formed to engage in
the exploration of mineral properties for copper and other metals.

The Company issued 10,000,000 shares of common stock in 2006 for cash of
$30,000. In 2008, the Company issued 960,000 additional common shares for a
cash payment of $96,000, resulting in a total of 10,960,000 common shares
outstanding as of December 31, 2008.

In January, 2009, the Company undertook a 1 for 3 forward split of its common
stock by issuing 2 additional common shares for each common share outstanding.
The resulting 32,880,000 common shares outstanding have been reflected in
the financial statements contained in this report on a retroactive basis.

In January, 2009, the Company issued an additional 800,000 shares in payment of
outstanding payables in the total amount of $3,200, increasing the number of
shares outstanding to 33,680,000.  In February, 2009, the Company issued 50,000
shares in payment of an outstanding payable of $75. As of March 31, 2009, there
were 33,730,000 shares issued and outstanding

The Company now plans to engage in business as a business development company
under the Investment Company Act of 1940, although it had not yet made the
formal election to do so as of March 31, 2009.  That election was made on April
23, 2009.

As a Business Development Company, or BDC, under the 1940 Act, the business
model of the Company will be locate, invest in and provide management assistance
to small public and private companies to enable those companies to undertake
their own business plans and models.

We will not be limited, as a BDC, to seeking portfolio investments in
a particular market segment, and intend to seek investment in companies
operating in a wide category of markets and business segments, including
alternative energy markets as well as medical devices and related markets.

In connection with our BDC election, the Company also will adopt Corporate
Governance resolutions and intends to operate as a closed-end management
investment company as a business development company (a BDC).

We have elected to be treated as a business development company under the 1940
Act. Accordingly, we are required to comply with certain regulatory
requirements. For instance, we generally have to invest at least 70% of our
total assets in qualifying assets, including securities of private or thinly
traded public U.S. companies, cash, cash equivalents, U.S. government
securities and high-quality debt investments that mature in one year or less.
We will typically invest under normal circumstances, at least 80% of net
assets in qualified portfolio companies.

We intend to invest in companies in emerging markets and industries, most of
which will have relatively short operating histories. We do not currently
intend to invest in companies which may be considered as start-up companies,
due to the increased risk involved. The companies in which we invest are
and will be subject to all of the business risk and uncertainties associated
with any growing business enterprise, including the risk that these companies
may not reach their investment objective and the value of our investment in
them may decline substantially or fall to zero. As of March 31, 2008, we
had not yet made any portfolio or other investments.

Investment Advisory Agreement

The Company has not yet entered into an Investment Advisory Agreement but
anticipates doing so during the quarter ended June 30, 2009.  No investment
advisory fees have been earned or accrued for the quarter.

Managerial Assistance

As a business development company, we will offer, and provide upon request,
managerial assistance to certain of our portfolio companies. This assistance
could involve, among other things, monitoring the operations of our portfolio
companies, participating in board and management meetings, consulting with
and advising officers of portfolio companies and providing other
organizational and financial guidance. The Company expects to receive fee
income for providing these services from each portfolio company.

Custodial Agreements

Rule 17f-1(c) issued under the Investment Company Act of 1940 provides that if a
registered investment company shall place or maintain any of its investment
securities in the custody of a member of a national securities exchange, then it
may do so only pursuant to a written contract approved by its Board of Directors
and containing certain required provisions.  The Company, as a BDC, is not a
registered investment company and in any event has no securities placed or
maintained with such a member.  Therefore, the Company does not have and has not
filed, such an agreement with the SEC.

Fidelity Bond

Rule 17g-1 issued under the Investment Company Act of 1940 provides that a
registered investment company must provide and maintain a fidelity bond against
larceny or embezzlement by each officer or employee of the company who may hav
access to securities or funds of the company, directly or indirectly. The
Company, as a BDC, is not a registered investment company and in any event has
no securities and minimal cash as of April 23, 2009, when the BDC election was
filed.  Management will obtain any required fidelity bond as and when required
by the rules applicable to the Company as a BDC.

Compliance Procedures

Rule 38a-1 issued under the 40 Act requires a business development company to
adopt and implement written policies and procedures reasonably designed to
prevent violations of the federal securities laws by the company, including
policies and procedures that provide for the oversight of compliance by each
investment adviser, principal underwriter, administrator, and transfer agent of
the fund. The Company has not yet adopted or implemented these procedures but is
in the process of doing so, and expects to have the compliance policies and
procedures implemented by the end of the second quarter. Also, the Company
currently has no investment adviser, principal underwriter or administrator.
Rule 38a-1 also requires that the Company appoint a Chief Compliance Officer to
Oversee the compliance with the written policies and procedures and report
periodically to the Company and its Board of Directors.  The Company expects to
name a Chief Compliance Officer no later than June 30, 2009.

Corporate Governance

As a result of the election to be treated as a BDC, the Company is responsible
for the implementation of certain corporate governance requirements that were
not applicable to the Company before the election, including maintaining a
majority of its Board of Directors as independent directors. In that regard,
the Company has named two independent directors, Richard P. Rifenburgh and
Glenn T. Hall, and has undertaken the following:

COMMITTEES AND BOARD MEETINGS

The Company has adopted charters for its Audit Committee, Investment
Committee, Compensation Committee and Governance and Nominating Committee,
which it will submit for approval by its shareholders at the Annual Meeting of
Shareholders, to be held in June, 2009.  Following approval of the charters,
members of the Board of Directors were appointed to each of the Committees, as
follows:


AUDIT COMMITTEE

The Audit Committee is made up entirely of independent, non-affiliated
Directors Richard P. Rifenburgh and Glenn T. Hall. The Company has
identified Richard P. Rifenburgh, an independent director, as its Audit
Committee Financial Expert by virtue of his background and experience.  Mr.
Rifenburgh serves as Chair of the Audit Committee of the Company.

COMPENSATION COMMITTEE

The Compensation Committee is made up entirely of independent, non-
interested Directors Richard P. Rifenburgh and Glenn T. Hall.  Mr.
Rifenburgh serves as Chairman of the Compensation Committee.

GOVERNANCE AND NOMINATING COMMITTEE

The Governance and Nominating Committee is made up of Mr. Rifenburgh, who serves
as the Chair, and Mr. Hall.

INVESTMENT COMMITTEE

The Investment Committee is made up of Mr. Rifenburgh, who serves as Chair, Mr.
Hall and Mr. Kelly.

CODE OF ETHICS

	The Company has adopted a Code of Ethics that applies to all of its
directors, officers and employees performing financial functions for the
Company, including its chief executive officer, chief financial officer,
controller and any person performing similar functions.

Critical Accounting Policies

In determining the fair value of our investments, the Audit Committee will
consider valuations from our investment adviser, if any, from our Investment
Committee and from management

Results of Operations

For the quarter ended March 31, 2009, we incurred consulting expenses of
$43,200, rent expense of $2,200, accounting fees of $7,162, interest of $800
and other expenses of $432 compared to other expenses totaling $500 for the
quarter ended March 31, 2008. Our total expenses were $53,794 for the quarter
ended March 31, 2009 and $500 for the quarter ended March 31, 2008. We had no
income reported for either quarter.

Financial Highlights

Financial highlights of the Company for the period ending March 31, 2009
are included in Footnote 6 to our Financial Statements.

Investment Activity

We have not yet engaged in any portfolio investments and have not yet raised
significant capital to be employed in our proposed investment activities.


Long-Term Portfolio Investments

There were no portfolio investments made during the three months ended
March 31, 2009.  On April 29, 2009, the Company announced its first intended
portfolio investment by signing a letter of intent to acquire an interest in
BioCube, Inc., which is in the process of developing and market launch of a
proprietary infectious disease decontamination system.

Investment Income

We expect to generate revenue in the form of interest income on any debt
securities that we own, dividend income on any common or preferred stock that
we own, and capital gains or losses on any debt or equity securities that we
acquire in portfolio companies and subsequently sell. We also expect to receive
fee income from providing management services to our portfolio companies. Our
investments, if in the form of debt securities, will typically have a term of
one to ten years and bear interest at a fixed or floating rate. To the extent
achievable, we will seek to collateralize our investments by obtaining
security interests in our portfolio companies assets. Our business model,
however, is to invest primarily in equity securities of our portfolio companies
and to maintain a minimal level of debt investment. We do not plan to engage in
any form of leveraged investment for the foreseeable future, and will not
engage in any co-investment transactions with any affiliated persons.

We expect to acquire minority or majority equity interests in our portfolio
companies, which may pay cash or in-kind dividends on a recurring or otherwise
negotiated basis. In addition, we may generate revenue in other forms including
commitment, origination, structuring or due diligence fees, and possibly
consultation fees. Any such fees generated in connection with our investments
will be recognized as earned. We earned no investment income during the quarter
ended March 31, 2009.

Operating Expenses

Our primary operating expenses consist of consulting, and other operating and
overhead-related expenses. Operating expenses totaled $53,794, including $43,200
in consulting expenses, for the quarter ended March 31, 2009 as compared to $500
in total expenses for the quarter ended March 31, 2008.

The consulting expenses were paid or due to FSR, Inc., which provides the
services of Mr. Hickel as Chairman and CEO on a consulting basis ($22,000) and
to CF Consulting, LLC, pursuant to a Consulting Agreement under which it
provides CFO and Chief Compliance Officer services ($20,000).  The rent expense
of $2,200 for the quarter ended March 31, 2009 represents rent paid or
due to CF Consulting, LLC for sub-leasing office space, telephone, office
equipment and related office services at the rate of $550 per month.

Net Investment Income, Net Unrealized Appreciation and Net Increase in
Stockholders Equity Resulting from Operations

Our net investment income totaled $0 for the quarter ended March 31, 2009
compared to $0 for the quarter ended March 31, 2008 and $0 for the year
ended December 31, 2008. Net unrealized appreciation totaled $0 for the quarter
ended March 31, 2009 compared to $0 for the quarter ended March 31, 2008
and $0 for the year ended December 31, 2008,all of which period were before the
Company elected BDC status.

Financial Condition, Liquidity and Capital Resources

Our current liquidity and capital resources were generated primarily from two
short term loans of $20,000 each made to the Company by Leaddog Capital, LP

We generated no cash flows from operations. In the future, we may fund a
securities or secondary offering of equity. We may also securitize a portion of
our investments in mezzanine or senior secured loans or other assets. Our
primary use of funds will be investments in portfolio companies.

Risk Factors

In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, Item 1A. Risk Factors in
our Annual Report on Form 10-K for the year ended December 31, 2008, which
could materially affect our business, financial condition or future results.
The risks described in our Annual Report on Form 10-K are not the only
risks facing our Company. Additional risks and uncertainties not currently
known to us or that we currently deem to be immaterial also may materially
adversely affect our business, financial condition and/or operating results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are subject to financial market risks, including changes in interest rates,
equity price risk and some of the loans in our portfolio may have floating
rates in the future. We may hedge against interest rate fluctuations by using
standard hedging instruments such as futures, options and forward contracts
subject to the requirements of the 1940 Act. While hedging activities may
insulate us against adverse changes in interest rates, they may also limit our
ability to participate in the benefits of higher interest rates with respect
to our portfolio of investments. During the three months ended March 31, 2009
and the twelve months ended December 31, 2008, we did not engage in any hedging
activities.

Item 4. Controls and Procedures.

As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934).
Based on that evaluation, as of March 31, 2009, the Chief Executive Officer
and the Chief Financial Officer have concluded that our current disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company that is required to be disclosed by the
Company in the reports it files or submits under the Securities Exchange Act of
1934.

Internal Control Over Financial Reporting

Our management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, is responsible for establishing
and maintaining adequate internal control over financial reporting, as such
responsibility is defined in Rule 13a-15(f) of the Securities Exchange Act of
1934, and for performing an assessment of the effectiveness of internal control
of financial reporting. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of
such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.

There have been no changes in our internal controls over financial reporting
that occurred during the three months ended March 31, 2009 that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a defendant in any legal action arising out of its
activities. We are not aware of any other material pending legal proceeding,
and no such material proceedings are known to be contemplated, to which we are
a party or of which any of our property is subject.

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

There were no sales or issues of any equity securities by the Company in the
quarter ended March 31, 2008.  During the quarter ended March 31, 2008, a total
of $3,275 in outstanding accounts payable were converted into common shares of
the Company at a conversion price of $0.004 per shares since the shares are
restricted and there is no significant trading market for the shares.

As a result, there were 33,730,000 common shares issued as of March 31, 2009.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

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

None

Item 5. Other Information.

None

Item 6. Exhibits

Exhibit              Description of Exhibit

10.1		Audit Committee Charter

10.2		Governance Committee Charter

10.3		Corporate Governance and Nominating Committee Charter

10.4		Consulting Agreement with FSR, LLC

10.5		Consulting Agreement with CF Consulting, LLC

10.6		Code of Ethics

31.1  	Certification of Chief Executive Officer
             pursuant to Rule 13a-14(a)/15d-14(a)

31.2		Certification of Chief Executive Officer
             pursuant to Rule 13a-14(a)/15d-14(a)


32  	       Certification of Chief Executive and Financial Officer
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
             18 U.S.C. 1350


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

_/s/__Kelly T. Hickel____                May 14, 2009
Kelly T. Hickel
Chief Executive Officer