**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 June 30, 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 August 1, 2009, was 33,730,000 shares.         

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TABLE OF CONTENTS        PAGE NO.                 PART I. FINANCIAL INFORMATION        Item 1. Financial Statements        Balance Sheets as of June 30, 2009 and December 31, 2008 F-1

Schedule of Investments as of June 30, 2009 F-2

Statements of Operations for the three-month periods ended        June 30, 2009 and 2008 F-3

Statements of Operations for the six-month periods ended        June 30, 2009 and 2008 F-4

Statements of Cash Flows for the six month periods ended        June 30, 2009 and 2008 F-5                 Notes to Financial Statements F-6                 Item 2. Management Discussion and Analysis of Financial Condition        and Results of Operations 2

Item 3. Quantitative and Qualitative Disclosures about Market Risk 7                 Item 4. Controls and Procedures 7                 PART II OTHER INFORMATION 8                 Item 1. Legal Proceedings 8                 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8                 Item 3. Defaults Upon Senior Securities 8                 Item 4. Submission of Matters to a Vote of Security Holders 8                 Item 5. Other Information 8                 Item 6. Exhibits and Reports on Form 8-K 9                 Signatures 9                                                                        

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PART I. FINANCIAL INFORMATION        Item 1. Financial Statements.**SPRING CREEK CAPITAL CORP**.

**BALANCE SHEETS**

June 30, 2009 December 31, 2008        (unaudited)        --------------- -----------------        Assets:        Cash $ 3,345 $ --        ------------ ------------        Total Current Assets 3,345 --        Other Assets        Investments in Portfolio Companies 200 --        ------------ ------------        Total Other Assets -- --        ------------ ------------        Total Assets $ 3,545 $ --        ============ ============        Liabilities and Stockholders’        Equity (Deficit)        Accounts payable and other $ 17,795 $ 500        Accrued interest 3,392 --

Short term loans 65,200 --

------------ ------------        Total Short term Liabilities 86,387 500                 Long term Liabilities: - -        ------------ -------------        Total Liabilities 86,387 500        ------------ -------------        Commitments and contingencies        Stockholders’ Equity (Deficit):        Common stock, par value $0.001        authorized 75,000,000 shares,        issued and outstanding 33,730,000 and        32,880,000 shares at June 30, 2009        and December 31, 2008 33,730 32,880        Additional paid-in capital 95,545 93,120        Accumulated deficit (212,117) (126,500)        ------------ ------------        Total Stockholders’ Deficit: (82,842) (500)        ------------ ------------        Total Liabilities and        Stockholders’ Equity: $ 3,545 $ --        ============ ============

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)        June 30, 2009                          Portfolio Industry Amount Cost Fair % of        Investments or Number Value Net assets        ------------------- --------- ----------- -------- --------- -----------BioCube, Inc. Biotech 1,000,000 $ 100 $ 100 0%

Common Stock

Stratis Healthcare Health 2,000,000 $ 100 $ 100 0%

Common Stock        -------- --------- -----------        Total $ 200 $ 200 0%        ======== ========= ===========                                                                                                                                                                                                                                                                                                                                                     The accompanying notes are an integral part of these financial statements.

F-1

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SPRING CREEK CAPITAL CORP.        STATEMENTS OF OPERATIONS

For the three months ended        June 30, 2009 June 30, 2008        (unaudited) (unaudited)        -------------- ---------------        Investment income:        Interest income $ - $ -        Dividend income - -        Other income - -        ---------- ----------        Total income - -        Operating expenses:        Investment advisory fees 1,500 -        ---------- ----------        Total investment        advisory fees - -

General and administrative:        Consulting expenses 20,000 -        Rent expense 1,100 -        Professional fees 1,875 300

Interest expense 2,593 -        Other expenses 4,755 200

---------- ----------        Total general and administrative 30,323 500        ---------- ----------

Total operating expenses 31,823 500        ---------- ----------

Net investment loss (31,823) (500)        ---------- ----------        Net realized income from        disposal of investments - -        Net unrealized appreciation        in investments - -        ---------- ----------        Net decrease in stockholders’        equity resulting from        operations $ (31,823) $ (500)        ========== ==========        Basic and diluted net decrease        in stockholder equity per        common share resulting from        operations $ (0.001) $ (0.000)        ========== ===========        Weighted number of common shares        outstanding-basic 33,730,000 30,000,000        =========== ===========        Weighted number of common shares        outstanding-diluted 33,730,000 30,000,000        =========== ===========         

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

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SPRING CREEK CAPITAL CORP.        STATEMENTS OF OPERATIONS

For the six months ended        June 30, 2009 June 30, 2008        (unaudited) (unaudited)        -------------- ---------------        Investment income:        Interest income $ - $ -        Dividend income - -        Other income - -        ---------- ----------        Total income - -        Operating expenses:        Investment advisory fees 1,500 -        ---------- ----------

Total investment advisory        Expenses 1,500 -

General & administrative:        Consulting expenses 63,200 -        Rent expense 3,300 -        Professional fees 9,037 72,845        Interest expense 3,392 -        Other expenses 5,188 -        ---------- ----------

Total general and        administrative 84,117 72,845        ---------- ----------        Total operating expenses 85,617 72,845

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

Net investment loss (85,617) (72,845)        ---------- ----------        Net realized income from        disposal of investments - -        Net unrealized appreciation        in investments - -        ---------- ----------        Net decrease in stockholders’        equity resulting from        operations $ (85,617) $ (72,845)        ========== ==========        Basic and diluted net decrease        in stockholder equity per        common share resulting from        operations $ (0.003) $ (0.024)        ========== ===========        Weighted number of common shares        outstanding-basic 33,581,381 30,000,000        =========== ===========        Weighted number of common shares        outstanding-diluted 33,581,381 30,000,000        =========== ===========         

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

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SPRING CREEK CAPITAL CORP.        STATEMENT OF CASH FLOWS

For the six months ended        June 30, 2009 June 30, 2008        (unaudited) (unaudited)        ----------------- ----------------        Cash flows from operating activities:                 Net decrease in stockholders’ equity        from operations $ (85,617) $ (72,845)        Adjustments to reconcile net decrease        in stockholders equity from        operations to net cash provided        (used)in operating activities:                 Increase (decrease) in accounts payable 20,570 (23,155)        Increase in accrued interest payable 3,392 -        ------------ -----------        Net cash used in operating activities (61,655) (96,000)

Cash flows from financing activities:

Proceeds from sale of common stock - 96,600

Proceeds from short term loans 65,000 -        ------------ -----------        Net cash provided by financing activities 65,000 96,600        ------------ -----------

Net increase (decrease) in cash 3,345 -        Cash, beginning of period - -        ------------ -----------        Cash, end of period $ 3,345 $ -        ============ ===========                  

Supplemental Disclosures of Non-Cash        Financing Activities:         

Payment of accounts payable through

issue of 850,000 shares of common        stock $ 3,275 $ -

Acquisition of portfolio investments        through short term advance $ 200 $ -

============ ===========

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

F-4

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SPRING CREEK CAPITAL CORP.        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 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 was engaged in the exploration for copper on the Company’s        Quadra Copper Project. The Company changed its business plan in April, 2009

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. In        January 2009, the Company completed a 3 for 1 forward split of its common stock        and as a result there were 30,000,000 shares of common stock issued and        outstanding.         

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

previous financial statements have been modified retroactively for that purpose        as well as to reflect the forward split of stock.

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. The

Company expects to concentrate on making investments in companies having annual

revenues of less than $250 million and in transaction sizes of less than $25

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 certain 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, 2009)(the Audit Guide).

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

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SPRING CREEK CAPITAL CORP.        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 2009        (unaudited)

Note 2. Significant Accounting Policies                 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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, and those differences could be material.                 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) Securities 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

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SPRING CREEK CAPITAL CORP.        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 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 Carlton Wealth Management, LLC (the “Investment Advisor”) engaged by the Board of Directors, as well as management’s 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 June 30, 2009, the Company has approximately $212,000 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. At June 30, 2009 and December 31, 2008, the valuation        allowance, based on a blended tax rate of 37.63 percent, was $79,820 and $47,602, respectively, reflecting an increase of

SPRING CREEK CAPITAL CORP.        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 2009        (unaudited)                 Note 2. Significant Accounting Policies (continued)         

$32,218 during the six months ended June 30, 2009. The net operating loss carry-forwards may be limited under the change of control provisions of the Internal Revenue Code, Section 382.         

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 management’s 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 June 30, 2009, the Company did not have        any consolidated subsidiaries.

Investment Advisory Agreement         

During the quarter ended June 30, 2009, the Company entered into an Investment Advisory Agreement with Carlton Wealth Management, LLC, a registered investment adviser, and has agreed to compensate the Investment Advisor on the following basis:

     **(a) **Base Management Fee. For services rendered during the period from the date of execution of this Agreement (the “Effective Date”);        provided that this Agreement is thereafter approved by the shareholders of the Corporation, the Base Management Fee shall be $1,500 per month.

     **(b) **The Bonus Fee shall be an amount equal to three percent (3%) of the total investment value of each portfolio company investment made by the        Corporation during the term of this Agreement, payable at the closing of such investment.

Total advisory fees of $1,500 were paid for the quarter ended June 30, 2009.

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SPRING CREEK CAPITAL CORP.        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 2009        (unaudited)                 Note 2. Significant Accounting Policies (continued)

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 have        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 had        no securities, minimal cash and no employees as of April 23, 2009, when the BDC election was filed, and at June 30, 2009 had only a $200 investment in common stock of two private companies. Management will obtain any required fidelity bond as and when required by the rules applicable to the Company as a BDC.

Value of Financial Instruments                 The carrying amounts reported in the balance sheet as of June 30, 2009 for cash and cash equivalents, due from affiliate, accrued interest receivable, accounts payable, due to affiliate, short term loans, and accrued interest payable approximate fair value because of the immediate or short-term maturity of these financial instruments. It was not practical to estimate the fair value of the convertible debt due to the nature of these items. These estimates would be based on the carrying        amounts, maturities, effective interest rates and volatility of the Company's stock. The Company does not believe it is practical due to the significant volatility of the Company's stock.                 Fair value estimates are made at a specific point in time, based on the terms of the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be

determined with precision.  Changes in assumptions could significantly affect these estimates.

SPRING CREEK CAPITAL CORP.        NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009        (unaudited)                 Note 2. Significant Accounting Policies (continued)

The Company adopted SFAS 157 on January 1, 2008. This statement establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as        follows:         

|  | a)      | Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives. |
|--|----------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | b)      | Level 2 - inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and                    fair-value hedges. |
|--|----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | c)      | Level 3 - unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using                    present value pricing models |
|--|----------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Recent Accounting Pronouncements         

In May 2009, the FASB issued FAS 165, “Subsequent Events”. This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires and entity to        disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of FAS 165 did not have a material impact on the Company’s financial condition or results of operation.

 

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of        financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 166 to have an impact on the Company’s results of operations, financial condition or        cash flows.

 

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003),*Consolidation of Variable        Interest Entities*, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those

SPRING CREEK CAPITAL CORP.        NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009        (unaudited)                 Note 2. Significant Accounting Policies (continued)

in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after        November 15, 2009. The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

 

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental        entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial        statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.

Note 3. Portfolio Investments                 As required by the 1940 Act, we 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        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.

In June 2009, the Company entered into a financing agreement with BioCube,        Inc., a Nevada corporation engaged in the biotechnology development market, to invest up to $600,000 over an 18 month period in tranches of $25,000, in the        form of promissory notes at ten percent interest, each with a term of 18 months        from the date of issue. The Company also received a contribution of 1 million        shares of the common stock of BioCube, Inc. representing 20 percent of the        outstanding stock of BioCube, Inc., which has been recorded at a nominal value        of $100 as a portfolio investment of the Company.

Also in June 2009, the Company entered into a financing agreement with Stratis Healthcare, Inc., a Nevada corporation engaged in the healthcare logistics and        distribution market, to invest up to $450,000 over an 18 month period in

tranches of $25,000, in the form of promissory notes at ten percent interest,

each with a term of 18 months from the date of issue. The Company also received

a contribution of 2 million shares of the common stock of Stratis Healthcare, Inc. representing 20 percent of the outstanding stock of Stratis Healthcare, Inc., which has been recorded at a nominal value of $100 as a portfolio investment of the Company.

SPRING CREEK CAPITAL CORP.        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 2009        (unaudited)         

Note 4. Stockholders’ Equity.         

During the quarter ended June 30, 2009, the Company did not issue any equity        securities. During the quarter ended March 31, 2009, the Company issued 850,000 shares of its common stock in payment of outstanding payables of $3,275.

Note 5. Notes Payable.         

During the quarter ended June 30, 2009, the Company received $25,000 in exchange for short-term notes bearing interest at 16 percent.

Note 6. Financial Highlights

CHANGES IN NET ASSET VALUE         

The following is a schedule of financial highlights for the six months ended

June 30, 2009 and for the twelve months ended December 31, 2008:

For the For the        six months twelve months        ended ended        June 30, 2009 December 31, 2008        ---------------- -----------------        Net asset value at        beginning of period (1) $ 0.000 $ (0.001)        Proceeds from common stock 0.000 0.003        Net investment loss (0.002) (0.002)        Net unrealized appreciation - -        ------------- --------------        Net asset value, end of period (2) $ (0.002) $ (0.000)                 (1) Financial highlights as of June 30, 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.

Note 7. Short Term Loans                 During the six months ended June 30, 2009, the Company entered into four short term loan arrangements with Leaddog Capital, LP totaling $65,000. These loans had a maturity date of August 1, 2009 and have been extended throughDecember 31, 2009. These loans bear interest at 16% per annum and as of June 30, 2009, the Company has accrued interest payable of $3,392.                 As disclosed in Note 3, the Company acquired two portfolio investments for a nominal value of $200 financed through a short term advance, which has no stated maturity date or interest rate.

SPRING CREEK CAPITAL CORP.        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 2009        (unaudited)         

Note 8. 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        $212,000and 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.

F-2

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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., (hereinafterreferred to as the"Company"or “we”)wasincorporated on May 11, 2006 by filing Articles of Incorporation

withtheNevada Secretary of State.We wereformed to engage in theexplorationof mineral properties for copper and other metals.

Weissued 10,000,000 shares of common stockin 2006 for cash of $30,000. In 2008,weissued 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,weundertook a 1 for 3 forward split ofourcommon 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,weissued 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,weissued 50,000 shares in payment of an outstanding payable of $75.No shares were issued during the quarter ended June 30,2009 so therewere 33,730,000 shares issued and outstandingat June 30, 2009.

We arenow engagedin business as aBusinessDevelopmentCompany under the Investment Company Act of 1940.As a Business Development Company, or BDC, under the 1940 Act,ourbusiness modelis tolocate, invest in and provide management assistance to small public and private companies to enable those companies to undertake their own business plans andmodels.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 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.

We intend to invest in companies in emerging markets and industries, most of        which will have relatively short operating histories. 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.

Investment Advisory Agreement         

The Company entered into an Investment Advisory Agreement with Carlton Wealth        Management, LLC, a registered investment adviser under the Investment Advisers        Act of 1940. Under that Agreement, we will pay Carlton Wealth Management $1,500        per month for investment advice and assistance with our portfolio investments,        plus a bonus equal to three percent of the portfolio acquisition value of all        future portfolio investments made by the Company. The Agreement has been adopted        and approved by our Board of Directors as in the best interests of the Company,        but is subject to ratification by our shareholders, which we anticipate will be        submitted at our Annual Meeting, to be held in September, 2009.

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. We expect to receive fee income for providing these services from each portfolio company.

In our investment agreements with BioCube, Inc. and Stratis Healthcare, Inc.,        each company has agreed to a management consulting agreement under which they        will each pay us $5,000 per month, $2,500 in cash and $2,500 in common stock of each company, on a monthly basis beginning July, 2009.

Custodial Agreements                 Rule 17f-1(c) issued under the Investment Company Act of 1940 provides that if a        registered investment company places or maintains 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. As a BDC, we are not a registered investment company and in any event have no securities placed or maintained with such a member. Therefore, we do not have, and therefore have 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 have        access to securities or funds of the company, directly or indirectly. As a BDC, we are not a registered investment company and in any event had no securities and minimal cash as of April 23, 2009, when the BDC election was filed, or as of June 30, 2009. We will obtain any required fidelity bond as and when required by the rules applicable to us 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. We have not yet adopted or implemented these procedures but are

in the process of doing so, and expect to have the compliance policies and

procedures implemented by the end of the third quarter. Also, we currently have no principal underwriter or administrator. Rule 38a-1 also requires that we appoint a Chief Compliance Officer to oversee the compliance with the written policies and procedures and report periodically to our its Board of Directors. We expect to name a Chief Compliance        Officer no later than September 30, 2009.

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

COMMITTEES AND BOARD MEETINGS         

We have adopted charters for our Audit Committee, Investment Committee, Compensation Committee and Governance and Nominating Committee, which we will submit for approval by our shareholders at the Annual Meeting of Shareholders, to be held in September, 2009. Following adoption of the charters, members of our 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. We have identified Richard P. Rifenburgh, an independent director, as our Audit Committee Financial Expert by virtue of his background and experience. Mr. Rifenburgh serves as Chair of the Audit Committee.

COMPENSATION COMMITTEE                 The Compensation Committee is made up entirely of independent, non-affiliated 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 T. Hickel.                 CODE OF ETHICS         

We have adopted a Code of Ethics that applies to all of our directors, officers and employees performing financial functions for us, including our 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 management.                 Results of Operations                 For the quarter ended June 30, 2009, we incurred consulting expenses of

$20,000, investment advisory fees of $1,500, rent expense of $1,100, accounting fees of $1,875, interest of $2,593 and other expenses of $4,755 compared to other expenses totaling $500 for the quarter ended June 30, 2008. Our total expenses were $31,823 for the quarter ended June 30, 2009 and $500 for the quarter ended June 30, 2008. We had no        income reported for either quarter.         

For the six months ended June 30, 2009, we incurred consulting expenses of $63,200, investment advisory fees of $1,500, rent expense of $3,300, professional fees of $9,037, interest of $3,392 and other expenses of $5,188 compared to professional fees totaling $72,845 for the six months ended June 30, 2008. Our total expenses were $85,617 for the        six months ended June 30, 2009 and $72,845 for the six months ended June 30, 2008. We had no income reported for either six month period.

Financial Highlights                 Financial highlights of the Company for the period ending June 30, 2009        are included in Footnote 6 to our Financial Statements.                 Investment Activity                 We have engaged in two portfolio investments but have not yet raised

significant capital to be employed in our proposed investment activities. We received 1,000,000 shares of BioCube, Inc. representing 20 percent of the outstanding shares of BioCube, Inc. in June 2009 as part of our investment agreement with BioCube, which we recorded at a nominal value of $100 as a portfolio investment. We also received 2,000,000        shares of Stratis Healthcare, Inc., representing 20 percent of the outstanding shares of BioCube, Inc. in June 2009 as part of our investment agreement with Stratis Healthcare, which we also recorded at a nominal value of $100 as a portfolio investment.

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 June 30, 2009.                 Operating Expenses                 Our primary operating expenses consist of consulting, and other operating and

overhead-related expenses. Operating expenses totaled $31,823, including $21,500        in consulting expenses, for the quarter ended June 30, 2009 as compared to $500        in total expenses for the quarter ended June 30, 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 ($10,000) and

to CF Consulting, LLC, pursuant to a Consulting Agreement under which it provides corporate counsel and financial services ($10,000). The remaining $1,500 was paid to Carlton Wealth Management under the Investment Advisory

Agreement. The rent expense of $1,100 for the quarter ended June 30, 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 June 30, 2009        compared to $0 for the quarter ended June 30, 2008 and $0 for the year        ended December 31, 2008. Net unrealized appreciation totaled $0 for the quarter        ended June 30, 2009 compared to $0 for the quarter ended June 30, 2008        and $0 for the year ended December 31, 2008,all of which period were before the        Company elected BDC status.         

Our net investment income totaled $0 for the six months ended June 30, 2009        compared to $0 for the six months ended June 30, 2008 and $0 for the year        ended December 31, 2008. Net unrealized appreciation totaled $0 for the six months ended June 30, 2009 compared to $0 for the six months ended June 30, 2008        and $0 for the year ended December 31, 2008.

Financial Condition, Liquidity and Capital Resources        Our current liquidity and capital resources were generated primarily from two short term loans totaling $25,000 made to the Company by Leaddog Capital, LP

during the quarter ended June 30, 2009. For the six months ended June 30, 2009, we entered into four short term loans totaling $65,000 with 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 and six months ended June 30,

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, we 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 June 30, 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 that we are required to disclose in the reports we file or submit 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 and six months ended June 30, 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 June 30, 2009. As a result, there were 33,730,000 common shares issued as of June 30, 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          Term Sheet with BioCube, Inc.                 10.2          Term Sheet with Stratis Healthcare, Inc.                 10.3          Investment Advisory Agreement with Carlton Risk Capital, LLC

31      Certification of Chief Executive and Financial 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____ August 14, 2009

Kelly T. Hickel        Chief Executive Officer                                    

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