MCE
MORGAN CREEK ENERGY
September 9, 2008
Joanna Lam
United States Securities and Exchange Commission
Division of Corporation Finance
Fax: (202) 772-9368 or 9369
RE: Comments on Form 10-KSB
Morgan Creek Energy Corp.
Form 10-KSB for Fiscal Year Ended December 31, 2007
Filed April 10, 2008
Form 10-Q for the Quarter Ended June 30, 2008
Filed August 19, 2008
Response letter dated August 6, 2008
Response letter dated August 12, 2008
File No. 000-52139
Dear Ms. Lam:
Pursuant to our telephone conversation of September 2, 2008, pertaining to the
SEC letter dated August 29, I submit the following documentation for your
review:
ITEM 1. GENERAL
Our response letter dated August 12, 2008 has been filed on EDGAR
ITEM 2. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE 34
Please refer to the proposed, amended letter from De Joya Griffith &
Company, LLC to the company's Board of Directors and Stockholders dated
March 25, 2008.
Please contact me at your convenience if you have further questions concerning
this documentation.
Yours truly,
/s/ BRUCE D. HORTON
_____________________________
Bruce D. Horton
Chief Financial Officer
Morgan Creek Energy Corp.
5050 Quorum Drive, Suite 700, Dallas, Texas 75254 USA
Telephone 214-722-6490 Fax 214-722-6499
Email: info@morgancreekenergy.com
DEJOYA GRIFFITH & COMPANY, LLC
_________________________________________
CERFIEID PUBLIC ACCOUNTANTS & CONSULTANTS
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Stockholders of
Morgan Creek Energy Corp.
Henderson, Nevada
We have audited the accompanying balance sheet of Morgan Creek Energy Corp. (An
Exploration Stage Company) as of December 31, 2007 and the related statements of
operations, stockholders' deficit, and cash flows for the period from inception
(October 19, 2004) to December 31, 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements based on our audit. We did not audit the
financial statements of Morgan Creek Energy Corp. for the year ended December
31, 2006 and from inception (October 19, 2004) to December 31, 2006. Those
statements were audited by other auditors whose report has been furnished to us
and our opinion, in so far as it relates to the amounts included in the year
ended December 31, 2006 and from inception (October 19, 2004) to December 31,
2006, is based solely on the report of other auditors.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors the
financial statements referred to above present fairly, in all material respects,
the financial position of Morgan Creek Energy Corp. (An Exploration Stage
Company) as of December 31, 2007, and the results of their operations and cash
flows for the year then ended and from inception (October 19, 2004) to December
31, 2007 in conformity with accounting principles generally accepted in the
United States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
De Joya Griffith & Company, LLC
Henderson, NV
March 25, 2008
________________________________________________________________________________
2580 Anthem Village Drive, Henderson, NV 89052
Telephone (702) 588-5960 * Facsimile (702) 588-5979