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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB/A

|X| Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.

For the quarterly period ended March 31, 2007.

|_| Transition Report pursuant to 13 or 15(d) of the
Securities Exchange Act of 1934.

For the transition period __________to __________

Commission File Number: 333-135213

SPRING CREEK CAPITAL
CORP.(Exact name of small business Issuer as specified in its
charter)

|Nevada                          | 98-0496750                       
|------------------------------- | ---------------------------------
|------                          | ----------                       
|(State or other jurisdiction of | (IRS Employer Identification No.)
|incorporation or organization)  |                                  

12684  70 A. Avenue Surrey, British Columbia V3W
6G3(Address of principal executive offices)

Issuer's telephone number, including area code: (604)
318-8282

Check whether the issuer (1) 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 issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

|X| Yes |_| No

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

State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 10,000,000 Shares of
Common Stock, $0.003 par value, outstanding as of March 31, 2007.

Transitional Small Business Disclosure Format (Check one): Yes
|_| No |X|

1

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TABLE OF CONTENTS

PART 1.
      
      FINANCIAL INFORMATION
    3ITEM1.
      
      FINANCIAL STATEMENTS (UNAUDITED)
    5ITEM2.
      
      MANAGEMENT'S DISCUSSION AND ANALYSIS
        OR PLAN OF OPERATION
    **13**ITEM3.
      
      CONTROLS AND PROCEDURES
    15PART II.
      
      OTHER INFORMATION.
    16ITEM1.
      
      LEGAL PROCEEDINGS.
    16ITEM2.
      
      CHANGES IN SECURITIES AND USE OF PROCEEDS.
    16ITEM3.
      
      DEFAULTS UPON SENIOR
        SECURITIES.
    16ITEM4.
      
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY
        HOLDERS.
    16ITEM5.
      
      OTHER INFORMATION.
    16ITEM6.
      
      EXHIBITS AND REPORTS ON FORM 8-K.
    16SIGNATURES
      
      17


2

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|PART 1. FINANCIAL INFORMATION
|-----------------------------

SPRING CREEK CAPITAL CORP.(An Exploration Stage
Company)INTERIM FINANCIAL STATEMENTS

March 31, 2007(Unaudited)(Stated in
U.S. Dollars)

3

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MOORE & ASSOCIATES, CHARTEREDACCOUNTANTS
AND ADVISORSPCAOB REGISTERED

Report of Independent Registered Public Accounting
Firm

To the Board of DirectorsSpring Creek Capital Corp.

We have reviewed the accompanying balance sheet of Spring Creek
Capital Corp. as of March 31, 2007, and the related statements of operations,
retained earnings, and cash flows for the three months then ended, in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). All information included in these financial statements is the
representation of the management of Spring Creek Capital Corp.

A review consists principally of inquiries of company personnel
and analytical procedures applied to financial data. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the financial statements in order for them
to be in conformity with generally accepted accounting principles.

/s/ Moore & Associates, Chartered

Moore & Associates, CharteredLas Vegas,
NevadaAugust 2, 2007

2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146
(702) 253-7499 Fax: (702)253-7501

4

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|ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
|----------------------------------------

SPRING CREEK CAPITAL CORP.(An exploration stage
company)Balance Sheet

|                                                    |  | **As of**                        |   |  | As
      of       |  
|--------------------------------------------------- |  | -------------------------------- | - |  | ----------------- | -
|                                                    |  | **March 31, 2007** **Unaudited** |   |  | December 31, 2006 |  
|                                                    |  |                                  |   |  |                  
|ASSETS                                              |  |                                  |   |  |                   |  
|Current Assets                                      |  |                                  |   |  |                   |  
|Cash and Equivalents                                |  | 0                                |   |  | 0                 |  
|Total Current Assets                                |  | 0                                |   |  | 0                 |  
|                                                    |  |                                  |   |  |                   |  
|Fixed Asstes                                        |  |                                  |   |  |                   |  
|Total Fixed Assets                                  |  | 0                                |   |  | 0                 |  
|                                                    |  |                                  |   |  |                   |  
|                                                    |  |                                  |   |  |                   |  
|Total Assets                                        |  | 0                                |   |  | 0                 |  
|                                                    |  |                                  |   |  |                   |  
|LIABILITIES                                         |  |                                  |   |  |                   |  
|Current Liabilities                                 |  | 0                                |   |  | 0                 |  
|Accounts Payable                                    |  | 10,700                           |   |  | 0                 |  
|Total Current Liabilities                           |  | 10,700                           |   |  | 0                 |  
|                                                    |  |                                  |   |  |                   |  
|Long term Liabilities                               |  | 0                                |   |  | 0                 |  
|                                                    |  |                                  |   |  |                   |  
|Total Liabilities                                   |  | 10,700                           |   |  | 0                 |  
|                                                    |  |                                  |   |  |                   |  
|EQUITY                                              |  |                                  |   |  |                   |  
|75,000,00 Common Shares Authorized, 10,000,000      |  |                                  |   |  |                   |  
|Shares Issued at Founders, @ $0.003 Per
      Share |  | 10,000                           |   |  | 10,000            |  
|Additional Paid-in Capital                          |  | 20,000                           |   |  | 20,000            |  
|Retained Earnings (Loss)                            |  | (40,700                          | ) |  | (30,000           | )
|Total Stockholders Equity                           |  | (10,700                          | ) |  | 0                 |  
|                                                    |  |                                  |   |  |                   |  
|                                                    |  |                                  |   |  |                   |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY           |  | 0                                |   |  | 0                 |  

The accompanying notes are an integralpart of these
financial statements.

5

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SPRING CREEK CAPITAL CORP.(An exploration stage
company)Income Statement

|                                  |  | For the        |   |  | From inception     |  
|--------------------------------- |  | -------------- | - |  | ------------------ | -
|                                  |  | three month    |   |  | **(May 11, 2006)** |  
|                                  |  | period ended   |   |  | to March 31,       |  
|                                  |  | March 31, 2007 |   |  | 2007               |  
|Revenue                           |  | 0              |   |  | 0                  |  
|                                  |  |                |   |  |                    |  
|Expenses                          |  |                |   |  |                    |  
|Recognition of an Impairment Loss |  |                |   |  |                    |  
|(Mineral Claims)                  |  | 0              |   |  | 20,000             |  
|Accounting & Legal Fees           |  | 2,000          |   |  | 5,000              |  
|Professional Fees                 |  | 8,500          |   |  | 14,645             |  
|State Filings                     |  | 200            |   |  | 1,055              |  
|Total Expenses                    |  | 10,700         |   |  | 40,700             |  
|                                  |  |                |   |  |                    |  
|Net Income (Loss)                 |  | (10,700        | ) |  | (40,700            | )
|                                  |  |                |   |  |                    |  
|Basic & Diluted (Loss) per Share  |  | (0.001         | ) |  |                    |  
|                                  |  |                |   |  |                    |  
|                                  |  |                |   |  |                    |  
|Weighted Average Number of Shares |  | 10,000,000     |   |  |                    |  

6

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|SPRING CREEK CAPITAL CORP.                            
|------------------------------------------------------
|STATEMENT OF STOCKHOLDERS EQUITY                     
|(An exploration stage company)                        
|From Inception (
      May 11, 2006) to March 31, 2007

|                                        |  | Common Stock |  |  |        |  |  | Deficit |  |  | Total       |  
|--------------------------------------- |  | ------------ |  |  | ------ |  |  | ------- |  |  | ----------- | -
|                                        |  | Shares       |  |  | Amount |  |  | Paid in |  |  | Accumulated |  
|                                        |  |              |  |  |        |  |  | Capital |  |  | During      |  
|                                        |  |              |  |  |        |  |  |         |  |  | Development |  
|                                        |  |              |  |  |        |  |  |         |  |  | Stage       |  
|Shares issued to founders at $0.003 per |  |              |  |  |        |  |  |         |  |  |             |  
|share                                   |  | 10,000,000   |  |  | 10,000 |  |  | 20,000  |  |  |             |  
|                                        |  |              |  |  |        |  |  |         |  |  |             |  
|Net (Loss) for period                   |  |              |  |  |        |  |  |         |  |  | (30,000     | )
|Balance, December 31, 2006              |  | 10,000,000   |  |  | 10,000 |  |  | 20,000  |  |  | (30,000     | )
|                                        |  |              |  |  |        |  |  |         |  |  |             |  
|Net (Loss) for period                   |  |              |  |  |        |  |  |         |  |  | (10,700     | )
|Balance, March 31, 2007                 |  | 10,000,000   |  |  | 10,000 |  |  | 20,000  |  |  | (40,700     | )

The accompanying notes are an integralpart of these
financial statements.

7

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SPRING CREEK CAPITAL CORP.(An exploration stage
company)Statement of Cash Flows

|                                            |  |                     |   |  | From inception     |  
|------------------------------------------- |  | ------------------- | - |  | ------------------ | -
|                                            |  | For the thre months |   |  | **(May 11, 2006)** |  
|                                            |  | ended March 31,     |   |  | to March 31,       |  
|                                            |  | 2007                |   |  | 2007               |  
|Cash Flow From Operating Activities         |  |                     |   |  |                    |  
|Net Income (Loss)                           |  | (10,700             | ) |  | (40,700            | )
|Accounts Payable                            |  | 10,700              |   |  | 10,700             |  
|Net Cash from Operating Activities          |  | 0                   |   |  | (30,000            | )
|                                            |  |                     |   |  |                    |  
|Net CashAfter Operating Activities.         |  | 0                   |   |  | (30,000            | )
|                                            |  |                     |   |  |                    |  
|Cash Flow From Investing Activities         |  | 0                   |   |  | 0                  |  
|Net Cash from Financing Activities          |  | 0                   |   |  | 0                  |  
|                                            |  |                     |   |  |                    |  
|Net Cash after Operating                    |  |                     |   |  |                    |  
|and Financial Activities                    |  | 0                   |   |  | (30,000            | )
|                                            |  |                     |   |  |                    |  
|Cash Flow from Financing Activities         |  |                     |   |  |                    |  
|10,000,000 Common Shares Issued at Founders |  |                     |   |  |                    |  
|@ $0.003 Per Share                          |  | 0                   |   |  | 10,000             |  
|Additional Paid-in Capital                  |  | 0                   |   |  | 20,000             |  
|Net Cash from Investing Activities          |  | 0                   |   |  | 30,000             |  
|                                            |  |                     |   |  |                    |  
|Net Cash After Operating, Financial         |  |                     |   |  |                    |  
|and Investing Activities.                   |  | 0                   |   |  | 0                  |  
|                                            |  |                     |   |  |                    |  
|Cash at Beginning of Period                 |  | 0                   |   |  | 0                  |  
|Cash at end of Period                       |  | 0                   |   |  | 0                  |  

The accompanying notes are an integralpart of these
financial statements.

8

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|SPRING CREEK CAPITAL CORP.        
|----------------------------------
|(An Exploration Stage Company)    
|Notes to the Financials Statements
|March 31, 2007                    
|(Un-audited)                      

|NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
|-------------------------------------------------

The Company was incorporated under the
laws of the State of Nevada on May 11, 2006.

The Company is engaged in the
exploration of copper. Efforts to date have focused on the Quadra Copper
Project.

|NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|---------------------------------------------------

| | a. | Accounting Method
| | -- | -----------------

The Companys financial statements are
prepared using the accrual method of accounting. The Company has elected a
December 31 year-end.

| | b. | Revenue Recognition
| | -- | -------------------

The Company recognizes revenue when
persuasive evidence of an arrangement exists, goods delivered, the contract
price is fixed or determinable, and collectibility is reasonably assured.

| | c. | Income Taxes
| | -- | ------------

The Company prepares its tax returns on
the accrual basis. The Company accounts for income taxes under the Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes
(Statement 109). Under Statement 109, 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 bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.

| | d. | Use of Estimates
| | -- | ----------------

The preparation of the 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 reporting period. Actual results could differ from those
estimates.

| | e. | Assets
| | -- | ------

The Company holds no assets as of March
31, 2007.

9

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| |                      |  | **As of**          | 
| | -------------------- |  | ------------------ | 
| |                      |  | **March 31, 2007** | 
| |                      |  |                    | 
| | ASSETS               |  |                    | 
| | Current Assets       |  |                    | 
| | Cash and Equivalents |  | -                  | 
| | Total Current Assets |  | -                  | 
| |                      |  |                    | 
| | Fixed Asstes         |  |                    | 
| | Total Fixed Assets   |  | 0                  | 
| |                      |  |                    | 
| |                      |  |                    | 
| | Total Assets         |  | 0                  | 

Mineral Property

In 2006 the Company purchased mining
claims located in the Quadra Copper Property on Quadra Island in the Nanaimo
Mining Division about 10 km north of Campbell River, Vancouver Island. It
comprises two mineral claims containing 33 cell claim units totalling 683.743
hectares.

The anticipated costs of this
development are presented in three results-contingent stages.

Phase 1
  Reconnaissance geological mapping, prospecting and rock sampling for an estimated
  cost of $25,000.

Phase 2
  Detailed geological mapping and rock sampling, grid construction, soil and silt
  geochemical survey, IP survey, establish drill and trenching targets for an
  estimated cost of $75,000.

Phase 3
  1000 metres of diamond drilling including geological supervision, assays, report
  and other ancillary costs for $100,000, totalling $250,000.

f. Income

Income represents all of the companys
revenue less all its expenses in the period incurred. The Company has no
revenues up to March 31, 2007, and has paid expenses for $47,000 from inception
to March 31, 2007, $1,055 representing state filings, $5,000 in accounting fees,
$12,645 in professional fees and $20,000 in recognition of an impairment loss
for the mineral claims.

10

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

In accordance with FASB/ FAS 142 option
12, paragraph 11 Intangible Assets Subject to Amortization, a recognized
intangible asset shall be amortized over its useful life to the reporting entity
unless that life is determined to be indefinite. If an intangible asset has been
has a finite useful life, but the precise length of that life is not known, that
intangible asset shall be amortized over the best estimate of its useful life.
The method of amortization shall reflect the pattern in which the economic
benefits of the intangible asset are consumed or otherwise used up. If that
pattern cannot be reliable determined, a straight-line amortization method shall
be used. An intangible asset shall not be written down or off in the period of
acquisition unless it becomes impaired during that period.

| |                                   |  |                     |   |  |                    |   |  | From inception     |  
| | --------------------------------- |  | ------------------- | - |  | ------------------ | - |  | ------------------ | -
| |                                   |  | For the three month |   |  | For the year ended |   |  | **(May 11, 2006)** |  
| |                                   |  | period ended        |   |  | December 31,       |   |  | to March 31,       |  
| |                                   |  | March 31, 2007      |   |  | 2006               |   |  | 2007               |  
| | Revenue                           |  | 0                   |   |  | 0                  |   |  | 0                  |  
| |                                   |  |                     |   |  |                    |   |  |                    |  
| | Expenses                          |  |                     |   |  |                    |   |  |                    |  
| | Recognition of an Impairment Loss |  |                     |   |  |                    |   |  |                    |  
| | (Mineral Claims)                  |  | 0                   |   |  | 20,000             |   |  | 20,000             |  
| | Accounting & Legal Fees           |  | 2,000               |   |  | 3,000              |   |  | 3,000              |  
| | Professional Fees                 |  | 8,500               |   |  | 6,145              |   |  | 6,145              |  
| | State Filings                     |  | 200                 |   |  | 855                |   |  | 855                |  
| | Total Expenses                    |  | 10,700              |   |  | 30,000             |   |  | 30,000             |  
| |                                   |  |                     |   |  |                    |   |  |                    |  
| | Net Income (Loss)                 |  | (10,700             | ) |  | (30,000            | ) |  | (30,000            | )

| | g. | Basic Income (Loss) Per Share
| | -- | -----------------------------

In accordance with SFAS No.
128-Earnings Per Share, the basic loss per common share is computed by
dividing net loss available to common stockholders by the weighted average
number of common shares outstanding. Diluted loss per common share is computed
similar to basic loss per common share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. At March 31, 2007, the Company has no stock
equivalents that were anti-dilutive and excluded in the earnings per share
computation.

| |                                   |  | For the            |   |  | From inception     |  
| | --------------------------------- |  | ------------------ | - |  | ------------------ | -
| |                                   |  | three month period |   |  | **(May 11, 2006)** |  
| |                                   |  | ended March 31,    |   |  | to March 31,       |  
| |                                   |  | 2007               |   |  | 2007               |  
| |                                   |  |                    |   |  |                    |  
| | Net Income (Loss)                 |  | (10,700            | ) |  | (40,700            | )
| |                                   |  |                    |   |  |                    |  
| | Basic & Diluted (Loss) per Share  |  | (0.001             | ) |  | (0.004             | )
| |                                   |  |                    |   |  |                    |  
| |                                   |  |                    |   |  |                    |  
| | Weighted Average Number of Shares |  | 10,000,000         |   |  | 10,000,000         |  

11

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| | i. | Cash and Cash Equivalents
| | -- | -------------------------

For purposes of the statement of cash
flows, the company considers all highly liquid investments purchased with
maturity of three months or less to be cash equivalents.

Cash and equivalents $0.00

| | j. | Liabilities
| | -- | -----------

The company holds accounts payable of $10,700 as of March 31,
2007.

k. Share Capital

a) Authorized: 75,000,000 common shares
with a par value of $0.001

b) Issued:

As of March 31, 2007 the number of
issued outstanding common shares was 10,000,000.

The Company has no stock option plan,
warrants or other dilutive securities.

|NOTE 3 - GOING CONCERN
|----------------------

The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern,
which contemplates the realization of assets and the liquidation of liabilities
in the normal course of business. However, the Company has accumulated a loss
and is new. This raises substantial doubt about the Companys ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from this uncertainty.

As shown in the accompanying financial
statements, the Company has incurred a net (loss) of ($10,700) for the
three-month period ending March 31, 2007 and has not generated any revenues. The
future of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of acquisitions. Management
has plans to seek additional capital through a private placement and public
offering of its common stock. The financial 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.

12

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|ITEM 2. MANAGEMENT'S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION
|-----------------------------------------------------------------------

Forward Looking Statements.

The information in this discussion contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These forward-looking statements involve risks and
uncertainties, including statements regarding Spring Creek Capital Corp. 's (the
"Company") capital needs, business strategy and expectations. Any statements
contained herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expect", "plan",
"intend", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. Actual
events or results may differ materially. In evaluating these statements, you
should consider various factors, including the risks outlined below, and, from
time to time, in other reports the Company files with the SEC. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement. The Company disclaims any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.

As used in this quarterly report, the terms "we," "us," "our,"
and "our company" mean Spring Creek Capital Corp. unless otherwise indicated.
All dollar amounts in this quarterly report are in U.S. dollars unless otherwise
stated.

Overview.

Spring Creek Capital Corp. (Spring Creek or the Company)
was organized under the laws of the State of Nevada on May 11, 2006, to explore
mining claims and property in North America.

Our property, known as Quadra Copper, is located on Quadra
Island in the Nanaimo Mining Division approximately 10 km north of Campbell
River on Vancouver Island. The Quadra Copper property comprises 683.743 hectares
of mineral title contained in 33 cell units on two mineral claims.

We are an exploration stage company and we have not realized
any revenues to date. We do not have sufficient capital to enable us to commence
and complete our exploration program. We will require financing in order to
conduct the exploration program described in the section entitled, "Business of
the Issuer."

We are not a "blank check company," as we do not intend to
participate in a reverse acquisition or merger transaction. A "blank check
company" is defined by securities laws as a development stage company that has
no specific business plan or purpose or has indicated that its business plan is
to engage in a merger or acquisition with an unidentified company or companies,
or other entity or person.

Results of Operations for the period ended March 31, 2007.

The accompanying financial statements show that the Company has
incurred a net loss of $10,700 for the quarter ended March 31, 2007 and has not
yet generated any revenues that can offset operating expenses. We anticipate
that we will not earn revenues until such time as we have entered into
commercial production, if any, of our mineral properties. We are presently in
the exploration stage of our business and we can provide no assurance that we
will discover commercially exploitable levels of mineral resources on our
properties, or if such resources are discovered, that we will enter into
commercial production of our mineral properties.

13

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Liquidity and Financial Condition.

Net cash used in operating activities was $0 for the period
ended March 31, 2007. At March 31, 2007, we had an accumulated deficit of
$40,700.

Based on our current operating plan, we do not expect to
generate revenue that is sufficient to cover our expenses for at least the next
year. In addition, we do not have sufficient cash and cash equivalents to
execute our operations for the next year. We will need to obtain additional
financing to operate our business for the next twelve months. We will raise the
capital necessary to fund our business through a private placement and public
offering of our common stock. Additional financing, whether through public or
private equity or debt financing, arrangements with shareholders or other
sources to fund operations, may not be available, or if available, may be on
terms unacceptable to us. Our ability to maintain sufficient liquidity is
dependent on our ability to raise additional capital. If we issue additional
equity securities to raise funds, the ownership percentage of our existing
shareholders would be reduced. New investors may demand rights, preferences or
privileges senior to those of existing holders of our common stock. Debt
incurred by us would be senior to equity in the ability of debt holders to make
claims on our assets. The terms of any debt issued could impose restrictions on
our operations. If adequate funds are not available to satisfy either short or
long-term capital requirements, our operations and liquidity could be materially
adversely affected and we could be forced to cease operations.

Off-Balance Sheet Arrangements.

We have no significant 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 is
material to stockholders.

Inflation.

In the opinion of management, inflation has not had a material
effect on our operations.

Consultants.

The Company currently has no stock option plan.

Research and Development Expenditures

We have not incurred any research or development expenditures
since our incorporation.

Patents and Trademarks.

We do not own, either legally or beneficially, any patent or
trademark.

Registration Statement.

In June of 2006, we filed a 10-SB with the Security and
Exchange Commission as defined in Rule 12b-2 (ss. 240.12b -2) of the Securities
Exchange Act of 1934 (the "Exchange Act"). The purpose of this registration was
to register a class of securities under Section 12 (g) of the Exchange Act. In
July of 2006, The Company filed an amendment to the registration statement on
the form SB-1.

Holders of Our Common Stock.

As of March 31st, 2007, we had 24 stockholder(s) holding
10,000,000 shares of our common stock.

Dividends.

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

14

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|1. | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                             
|2. | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving the
      distribution.

We have not declared any dividends and we do not plan to
declare any dividends in the foreseeable future.

Description of Property.

We currently do not own any property. Our principal offices are
located at 12684  70 A. Avenue Surrey, British Columbia, V3W 2J4.

|ITEM 3. CONTROLS AND PROCEDURES.
|--------------------------------

Managements Evaluation of Disclosure Controls and
Procedures.

a) In accordance with Exchange Act Rules 13a-15 and 15d-15, we
carried out an evaluation, under the supervision and with the participation of
management, including our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures as of
the end of the period covered by this report. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of March 31, 2007 to
provide reasonable assurance that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commissions rules and forms. There was no change in our internal
controls or in other factors that could affect these controls during our last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

(b) Changes In Internal Controls.

There was no change in our internal controls or in other
factors that could affect these controls during our last fiscal quarter that has
materially affected, or is reasonably likely to materially affect our internal
control over financial reporting.

15

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|PART II. OTHER INFORMATION.
|---------------------------
|                           
|                           
|ITEM 1. LEGAL PROCEEDINGS. 

We are not a party to any material legal proceedings and to our
knowledge, no such proceedings are threatened or contemplated.

|ITEM 2.   CHANGES IN SECURITIES AND USE
      OF PROCEEDS.
|----------------------------------------------------------

Not applicable.

|ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.
|------------------------------------------

None.

|ITEM 4. SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERS.
|------------------------------------------------------------------

No matters were submitted to our security holders for a vote
during the period ending March 31st, 2007.

|ITEM 5. OTHER INFORMATION.
|--------------------------

None.

|ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
|-----------------------------------------

|Exhibit Number | Description of Exhibit                                                                                                                                                                                                                                                                                                    
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                           
|               |                                                                                                                                                                                                                                                                                                                           
|3.1            | Articles of Incorporation(1)                                                                                                                                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                                                                           
|3.2            | Amended Bylaws(1)                                                                                                                                                                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                                                                           
|31.1           | Certification
      by Chief Executive Officer and Chief Financial Officer required by Rule
      13a-14(a) or Rule 15d- 14(a) of the Exchange Act, promulgated pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith                                                                           
|               |                                                                                                                                                                                                                                                                                                                           
|32.1           | Certification
      by Chief Executive Officer and Chief Financial Officer, required by Rule
      13a-14(b) or Rule 15d- 14(b) of the Exchange Act and Section 1350 of Chapter
      63 of Title 18 of the United States Code, promulgated pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002 filed herewith

(1) Filed with the SEC as an exhibit to our Form 10-SB
Registration Statement originally filed on June 22, 2006.

Reports on Form 8-K.

No 8K forms have been filed to date.

16

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Signatures

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

Date: October 17, 2007

SPRING CREEK CAPITAL CORP.

By: /s/ JAGJIT JAY SIDHU

|Jagjit Jay Sidhu                                              
|--------------------------------------------------------------
|Chief Executive Officer,                                      
|Chief Financial Officer,                                      
|President, Secretary, Treasurer, and Director                 
|(Principal Executive Officer and Principal Accounting Officer)

17

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