XOTC:SCGC Annual Report 10-K Filing - 8/31/2012

Effective Date 8/31/2012



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2012

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

For the transition period from _______ to _______

Commission File No. 000-52892

Sara Creek Gold Corp.
(Exact name of registrant as specified in its charter)

Nevada
98-0511130
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

7582 Las Vegas Boulevard South #247
Las Vegas, Nevada
 
89123
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (702) 664-1246

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes           ý No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
o Yes           ý No

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
ý Yes           o No
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
ý Yes            o No (Not required)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  ýYes   oNo

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $316,698 as of June 30, 2012
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  9,781,985 shares of common stock as of October 10, 2012
 


 
1

 

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs including, statements concerning registrant's operations, performance, financial condition and growth. For this purpose, any statement contained in this annual report on Form 10-K that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as ability of registrant to pursue its business plan and commence operations. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements. We are in the exploration stage of our business and have not generated any revenues from operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the implementation of our plan of operations, and possible cost overruns due to price and cost increases.

Throughout this Annual Report references to “we”, “our”, “us”, “Sara Creek”, “the Company”, and similar terms refer to Sara Creek Gold Corp.

 
 
 
 
 
 
2

 
 
SARA CREEK GOLD CORP.
FOR THE FISCAL YEAR ENDED
AUGUST 31, 2012

INDEX TO FORM 10-K

 
PART I
 
Page
     
Item 1
Business                                                                                                                                
4
Item 1A
Risk Factors                                                                                                                                
4
Item 1B
Unresolved Staff Comments                                                                                                                                
4
Item 2
Properties                                                                                                                                
4
Item 3
Legal Proceedings                                                                                                                                
4
Item 4
Mine Safety Disclosures                                                                                                                                
4
     
     
PART II
   
     
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities                                                                                                                                
5
Item 6
Selected Financial Data                                                                                                                                
6
Item 7
Management’s Discussion and Analysis of Financial Condition and
Results of Operations                                                                                                                                
6
Item 7A
Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                
9
Item 8
Financial Statements and Supplementary Data                                                                                                                                
F-1
Item 9
Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure                                                                                                                                
10
Item 9A
Controls and Procedures                                                                                                                                
10
Item 9B
Other Information                                                                                                                                
11
     
     
PART III
   
     
Item 10
Directors, Executive Officers and Corporate Governance                                                                                                                                
12
Item 11
Executive Compensation                                                                                                                                
12
Item 12
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters                                                                                                                                
13
Item 13
Certain Relationships and Related Transactions, and Director Independence                                                                                                                                
14
Item 14
Principal Accounting Fees and Services                                                                                                                                
14
     
     
PART IV
   
     
Item 15
Exhibits, Financial Statement Schedules                                                                                                                                
15
 
 
3

 
 
PART I

Item 1
Business

Organizational History

Sara Creek Gold Corp. (“the Company”) was incorporated under the laws of the State of Nevada on June 12, 2006, under the name of Uventus Technologies Corp.  On September 23, 2009, our company merged with its wholly owned subsidiary and changed its name to Sara Creek Gold Corp. to better reflect its business plan which is the acquisition, exploration, and development of gold and other mineral resource properties.

Overview

We currently are a shell company and have not completed our business plan and have not generated any revenues to date.

Employees

Our company’s Chief Executive Officer, Kristian Andresen, serves as part-time employee.  Mr. Andresen is responsible for overseeing all operations of the Company.  
 
Item 1A
Risk Factors

Not required for a smaller reporting company.

Item 1B
Unresolved Staff Comments

Not required for a smaller reporting company.

Item 2
Properties
 
Our principal executive and administrative offices are located at 7582 Las Vegas Boulevard #247, Las Vegas, Nevada 89123. We do not have a lease agreement for the space, pay no rent, and our usage of the space could be terminated at any time.

Item 3
Legal Proceedings

On November 10, 2011, a claim in the amount of $14,452 was filed against our company for past due legal services rendered. Management of our company believes that the claim is without merit and intends to contest the claim vigorously.
 
Item 4  Mine Safety Disclosures
 
Not applicable.

 
4

 
 
PART II


Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is listed to trade in the over-the-counter securities market through the Financial Industry Regulatory Authority ("FINRA") Automated Quotation Bulletin Board System, under the symbol “SCGC”. We have been eligible to participate in the OTC Bulletin Board since September 24, 2009 and previously traded under the symbol “UVTC” without any trading or volume.

The following table sets forth the quarterly high and low bid prices for our Common Stock during the last two fiscal years, as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

 
Bid Prices ($)
2011 Fiscal Year
High
Low
     
November 30, 2010
0.20
0.10
February 28, 2011
1.05
0.07
May 31, 2011
1.25
0.20
August 31, 2011
0.30
0.15
     
2012 Fiscal Year
   
     
November 30, 2011
0.15
0.08
February 22, 2012
0.10
0.10
May 31, 2012
0.10
0.10
August 31, 2012
0.10
0.10

On October 5, 2012, the closing price for the common stock on the OTCBB was $0.12 per share.
 
Holders
 
As of August 31, 2012, we had 63 holders of our common stock. 
 
Dividend Policy
 
The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors.   We do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

Equity Compensation Plan Information
 
None.

Recent Sales of Unregistered Securities

Year Ended August 31, 2006

On June 12, 2006, the Company issued 1,000,000 shares of its $0.001 par value common stock to various directors at $0.001 per share for a subscription receivable of $10,000, which was received in 2007.

Year Ended August 31, 2008

On February 14, 2008, the Company issued 490,000 shares of its $0.001 par value common stock pursuant to a private placement at $0.10 per share for gross proceeds in the amount of $49,000.

 
5

 
 
Year Ended August 31, 2011

On February 8, 2011, the Company issued 1,676,977 shares of its $0.001 par value common stock in exchange for outstanding debt in the amount of $503,093 at $0.30 per share.

Year Ended August 31, 2012

On April 19, 2012, the Company issued 5,000,000 shares of its par value common stock in exchange for outstanding debt in the amount of $50,000 at $0.01 per share.

On May 22, 2012, the Company issued 600,000 shares of its par value common stock in exchange for outstanding debt in the amount of $30,000 at $0.05 per share.

On August 14, 2012, the Company issued 515,000 shares of its par value common stock in exchange for services rendered in the amount of $25,750 at $0.05 per share.

On August 31, 2012, the Company received gross proceeds in the amount of $15,000 for 300,000 shares of its par value common stock at $0.05 per share.  As of August 31, 2012, the shares had not been issued and are recorded as common stock payable.  The shares were issued on September 4, 2012.

On September 10, 2012 the Company issued 200,000 shares of its par value common stock in exchange for cash at $0.05 per share for gross proceeds in the amount of $10,000.

All of the above offerings and sales were deemed to be exempt under either Rule 506 of Regulation D or Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, friends or business associates of executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. The individuals and entities to whom we issued securities as indicated in this section are unaffiliated with us.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6
Selected Financial Data

Not required for smaller reporting companies.

Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements and the related notes included in this annual report.  This discussion contains forward-looking statements that involve risks and uncertainties.  Our actual results could differ significantly from those projected in the forward-looking statements as a result of many factors, including those discussed elsewhere in this report. 

Overview
 
We are an exploration stage company that was formed in Nevada on June 12, 2006.  As of August 31, 2011, we had commenced only limited operations, primarily focused on development of our business plan.

Plan of Operations

Our overall strategy is to target the exploration and acquisition of mining concessions that allow for economically viable development and production with minimal net environmental impact when employing industry best practices. In addition to direct acquisitions, we may compliment our growth through strategic joint ventures and partnerships where and when appropriate.

 
6

 
 
Our exploration target is to find mineral bodies containing gold. Our success depends upon finding mineralized material. This will require a determination by a geological consultant as to whether any mineral properties that we intended to acquire contains reserves. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of minerals to justify removal.

Results of Operations
 
The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

For the years ended August 31, 2012 and 2011 and for the period from June 12, 2006 (inception) to August 31, 2012:
 
The Company did not generate any revenue during the period from June 12, 2006 (inception) to August 31, 2012.  During this development stage, the Company was primarily focused on corporate organization, the initial public offering and the development of our business plan.

Our net loss for the year ended August 31, 2012 was $64,360 as compared to a net loss of $72,794 for the year ended August 31, 2011.  Our total expenses for the 2012 period consisted of $59,227 in general and administrative expenses and interest expense of $5,133 as compared to $68,868 in general and administrative expenses and interest expense of $3,926 for the comparable period  of 2011.  The largest components of general and administrative expense for the 2012 period were legal and professional fees $40,622, transfer agent fees $10,000 and office expense $6,296.
 
We incurred a net loss in the amount of $747,333 from our inception on June 12, 2006 until August 31, 2012. This loss consisted of general and administrative expenses in the amount of $738,274 and interest expense of $9,059.  General and administrative expense during this period included notes receivable of $432,894 which was written off as bad debt expense.  
 
Operating Activities

During the year ended August 31, 2012, we increased our cash position by $14,484.  During this period we used cash in the amount of $25,516 for operating activities which included a net loss of $64,360, accrued interest on notes payable of $5,133, common stock issued for services in the amount of $25,750 and an increase in accounts payable and accrued liabilities of $7,961.

During the year ended August 31, 2011, we used cash in the amount of $9,940 for operating activities. Cash used in operating activities included a net loss of $72,794, loss on settlement of debt of $58,739, accrued interest on notes payable of $3,926 and an increase in accounts payable and accrued liabilities of $189.

During the period from June 12, 2006 (inception) to May 31, 2012, we used $222,223 of cash for operating activities.  This includes an accumulative net loss of $747,333, net loss on settlement of debt $432,894, accrued interest on notes payable of $9,059, common stock issued for services $25,750 and an increase in accounts payable and accrued liabilities of $50,407.

Investing Activities

There were no investing activities for the year ended August 31, 2012.  In contrast, during the year ended August 31, 2011, investing activities included a decrease in notes receivable of $58,739 which was written off as bad debt expense during the period.

For the period from June 12, 2006 (inception) to May 31, 2012, cash used in investing activities totaled $432,894 and included cash advances to third parties in the form of notes receivable which were written off as bad debt expense during the years ended August 31, 2010 and 2011.

Financing Activities

During the year ended August 31, 2012 and 2011, we received proceeds from notes payable in the amounts of $25,000 and $70,000 and cash from the issuance of common stock of $15,000 and $0, for total cash provided by financing activities of $40,000 and $70,000, respectively.  Non-cash financing activities included $80,000 and $503,093 in notes payable to that were converted to common stock and $9,059 and $0 in accrued interest waived by stockholders as of August 31, 2012 and 2011, respectively.

 
7

 
 
From June 12, 2006 (inception) to May 31, 2012, we received proceeds from notes payable in the amount of $618,414, repaid $21,355 to the note holders, and received proceeds from issuance of common stock of $74,000 for total cash provided by financing activities of $671,059.  $583,093 of the proceeds from notes payable was converted to common stock and stockholders waived $9,059 in accrued interest as of August 31, 2012.

Liquidity and Financial Condition

As of August 31, 2012 we had cash of $15,942, current liabilities of $71,373 and a working capital deficit of $55,431.  During the year ended August 31, 2012, we had a loss of $64,360 and used net cash of $25,516 for operating activities.

To date, we have relied on investor capital to fund our operations having raised $74,000 from the issuance of common stock since inception and $618,414 from investors through debt, $21,355 of which was repaid and $583,093 of which was converted to common stock leaving a balance due of $13,966 as of August 31, 2012.

We are in the exploration stage of our business and have not generated any revenues from operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the implementation of our plan of operations, and possible cost overruns due to price and cost increases.

We presently do not have any available credit, financing or other external sources of liquidity.  In order to obtain future capital, we may need to sell additional shares of common stock or borrow funds from private lenders.  We have no assurance that future financings will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations.  Equity financing could result in additional dilution to existing shareholders and any downturn in the U.S. stock and debt markets is likely to make it more difficult to obtain financing through the issuance of equity or debt securities.  As a result, there can be no assurance that we will be successful in obtaining additional funding.

Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.  For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
 
Business Plan and Funding Needs

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the exploration stage of our business and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the implementation of our plan of operations, and possible cost overruns due to price and cost increases in services.

We have no assurance that future financings will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.
 
For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
 
Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of August 31, 2012, we had total current assets of $15,942 and a working capital deficit in the amount of $55,431. We incurred a net loss of $64,360 during the year ended August 31, 2012 and an accumulated net loss of $747,333 since inception.  We have not earned any revenues since inception and its cash resources are insufficient to meet its planned business objectives.

These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

Management’s plan in this regard, is to raise capital through a combination of equity and debt financing sufficient to finance the continuing operations for the next twelve months.  However, there can be no assurance that we will be successful in raising such financing.  As an alternative, we may be amenable to a sale, merger, or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

 
8

 
 
Critical Accounting Policies
 
Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.
    
We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.
 
The accounting policies identified as critical are as follows:
 
Exploration Stage Company
 
Our financial statements are presented as a company in the exploration stage of business.  Activities during the exploration stage primarily include implementation of the business plan and obtaining debt and/or equity related financing.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Cash

Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.

Net Loss per Common Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Recently Issued Accounting Pronouncements
 
There are no recent accounting pronouncements that are expected to have an effect on our financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 7A
Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.
 
 
9

 
 
Item 8
Financial Statements and Supplementary Data
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

To the Board of Directors and
Stockholders of Sara Creek Gold Corp.

We have audited the accompanying balance sheets of Sara Creek Gold Corp. (an Exploration Stage Company) as of August 31, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended August 31, 2012 and for the period from June 12, 2006 (Inception) through August 31, 2012. Sara Creek Gold Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the 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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sara Creek Gold Corp. as of August 31, 2012 and 2011, and the results of its operations and cash flows for each of the years in the two-year period ended August 31, 2012 and for the period from June 12, 2006 (Inception) through August 31, 2012, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming Sara Creek Gold Corp. will continue as a going concern. As more fully discussed in Note 3 to the financial statements, the Company has a working capital deficit and reported a net loss since inception and will need to secure new financing or additional capital in order to continue operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan as to these matters is also described in Note 3. These financial statements do not include adjustments that might result from the outcome of this uncertainty.
 
 
 
 
 
/s/ L.L. Bradford & Company, LLC
October 10, 2012
 
Las Vegas, Nevada
 
   
   
   
 
 
F-1

 
 
SARA CREEK GOLD CORP.
 
(AN EXPLORATION STAGE COMPANY)
 
BALANCE SHEETS
 
             
             
             
   
August 31, 2012
   
August 31, 2011
 
 ASSETS
           
             
Current assets
           
Cash
  $ 15,942     $ 1,458  
Total current assets
    15,942       1,458  
                 
Total assets
  $ 15,942     $ 1,458  
                 
                 
 LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current liabilities
               
Accounts payable
  $ 57,407     $ 49,446  
Notes payable
    13,966       72,892  
Total current liabilities
    71,373       122,338  
                 
Total liabilities
    71,373       122,338  
                 
Commitments and contingencies
               
                 
Stockholders' deficit
               
Common stock; $0.001 par value; 750,000,000
               
shares authorized, 9,281,985 and 3,166,977
               
shares issued and outstanding, respectively
    9,282       3,167  
Common stock payable
    300       -  
Additional paid in capital
    682,320       558,926  
Accumulated deficit
    (747,333 )     (682,973 )
Total stockholders' deficit
    (55,431 )     (120,880 )
                 
Total liabilities and stockholders' deficit
  $ 15,942     $ 1,458  

 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 

SARA CREEK GOLD CORP.
 
(AN EXPLORATION STAGE COMPANY)
 
STATEMENTS OF OPERATIONS
 
               
               
       
From June 12, 2006
 
   
For the Year Ended
 
(Inception) to
 
   
August 31, 2012
 
August 31, 2011
 
August 31, 2012
 
               
Operating expenses
             
General and administrative
  $ 59,227   $ 68,868   $ 738,274  
Total operating expenses
    59,227     68,868     738,274  
                     
Loss from operations
    (59,227 )   (68,868 )   (738,274 )
                     
Other expense
                   
Interest expense
    (5,133 )   (3,926 )   (9,059 )
Total other expense
    (5,133 )   (3,926 )   (9,059 )
                     
Loss from operations before income taxes
    (64,360 )   (72,794 )   (747,333 )
Provision for income taxes
    -     -     -  
Net loss
  $ (64,360 ) $ (72,794 ) $ (747,333 )
                     
Net loss per common share - basic and diluted
  $ (0.01 ) $ (0.03 ) $ (0.36 )
                     
Weighted average common shares outstanding -
                   
basic and diluted
    5,187,077     2,427,269     2,104,152  
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
SARA CREEK GOLD CORP.
 
(AN EXPLORATION STAGE COMPANY)
 
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 
                                   
                                   
                                   
     
 
           
Stock
         
Total
 
 
Common Stock
 
Common Stock Payable
   
Subscription
 
Additional
 
Accumulated
 
Stockholders'
 
 
Shares
 
Amount
 
Shares
 
Amount
   
Receivable
 
Paid-in Capital
 
Deficit
 
Equity (Deficit)
 
Balance, June 12, 2006 (Inception)
  -   $ -     -   $ -     -   $ -   $ -   $ -  
                                                 
Issuance of stock at $0.001 per share
  1,000,000     1,000     -     -     (10,000 )   9,000     -     -  
                                                 
Net loss
  -     -     -     -     -     -     (1,230 )   (1,230 )
                                                 
Balance, August 31, 2006
  1,000,000     1,000     -     -     (10,000 )   9,000     (1,230 )   (1,230 )
                                                 
Receipt of stock subscription receivable
  -     -     -     -     10,000     -     -     10,000  
                                                 
Net loss
  -     -     -     -     -     -     (5,855 )   (5,855 )
                                                 
Balance, August 31, 2007
  1,000,000     1,000     -     -     -     9,000     (7,085 )   2,915  
                                                 
Issuance of stock pursuant to a private
                                               
    placement at $0.10 per share
  490,000     490     -     -     -     48,510     -     49,000  
                                                 
Net loss
  -     -     -     -     -     -     (58,567 )   (58,567 )
                                                 
Balance, August 31, 2008
  1,490,000     1,490     -     -     -     57,510     (65,652 )   (6,652 )
                                                 
Net loss
  -     -     -     -     -     -     (30,806 )   (30,806 )
                                                 
Balance, August 31, 2009
  1,490,000     1,490     -     -     -     57,510     (96,458 )   (37,458 )
                                                 
Net loss
  -     -     -     -     -     -     (513,721 )   (513,721 )
                                                 
Balance, August 31, 2010
  1,490,000     1,490     -     -     -     57,510     (610,179 )   (551,179 )
                                                 
Issuance of common stock in exchange
                                               
    for debt at $0.30 per share
  1,676,977     1,677     -     -     -     501,416     -     503,093  
                                                 
Net loss
  -     -     -     -     -     -     (72,794 )   (72,794 )
                                                 
Balance, August 31, 2011
  3,166,977     3,167     -     -     -     558,926     (682,973 )   (120,880 )
                                                 
Adjustment for rounding differences
  8     -     -     -     -     -     -     -  
                                                 
Issuance of common stock in exchange
                                               
    for debt at $0.01 per share
  5,000,000     5,000     -     -     -     45,000     -     50,000  
                                                 
Issuance of common stock in exchange
                                               
    for debt at $0.05 per share
  600,000     600     -     -     -     29,400     -     30,000  
                                                 
Accrued interest waived by stockholders
  -     -     -     -     -     9,059     -     9,059  
                                                 
Issuance of common stock in exchange
                                               
    for services rendered at $0.05 per share
  515,000     515     -     -     -     25,235     -     25,750  
                                                 
Issuance of common stock in exchange
                                               
    for cash at $0.05 per share
  -     -     300,000     300     -     14,700     -     15,000  
                                                 
Net loss
  -     -     -     -     -     -     (64,360 )   (64,360 )
                                                 
Balance, August 31, 2012
  9,281,985   $ 9,282     300,000   $ 300     -   $ 682,320   $ (747,333 ) $ (55,431 )
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
SARA CREEK GOLD CORP.
 
(AN EXPLORATION STAGE COMPANY)
 
STATEMENTS OF CASH FLOWS
 
               
               
       
From June 12, 2006
 
   
For the Year Ended
 
(Inception) to
 
   
August 31, 2012
 
August 31, 2011
 
August 31, 2012
 
               
Cash flows from operating activities:
             
Net loss
  $ (64,360 ) $ (72,794 ) $ (747,333 )
Adjustments to reconcile net loss to net
                   
cash used by operating activities:
                   
Loss on settlement of debt
    -     58,739     432,894  
Accrued interest on notes payable
    5,133     3,926     9,059  
Issuance of common stock for services
    25,750           25,750  
Changes in operating assets and liabilities:
                   
Accounts payable and accrued liabilities
    7,961     189     57,407  
Net cash used by operating activities
    (25,516 )   (9,940 )   (222,223 )
                     
Cash flows from investing activities:
                   
Notes receivable, net
    -     (58,739 )   (432,894 )
Net cash used by investing activities
    -     (58,739 )   (432,894 )
                     
Cash flows from financing activities:
                   
Proceeds from notes payable
    25,000     70,000     618,414  
Repayment of notes payable
    -     -     (21,355 )
Issuance of common stock for cash
    15,000     -     74,000  
Net cash provided by financing activities
    40,000     70,000     671,059  
                     
Net change in cash
    14,484     1,321     15,942  
                     
Cash, beginning of period
    1,458     137     -  
                     
Cash, end of period
  $ 15,942   $ 1,458   $ 15,942  
                     
Supplemental disclosure of cash flow information:
                   
Interest paid
  $ -   $ -   $ -  
Taxes paid
  $ -   $ -   $ -  
                     
Supplemental disclosure of non-cash financing activity
                   
       Stock issued in exchange for debt   $ 80,000   $ 503,093   $ 583,093  
                     
  Accrued interest waived by stockholders   $ 9,059   $ -   $ 9,059  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5

 
SARA CREEK GOLD CORP.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2012 AND 2011
 
 
1.           DESCRIPTION OF BUSINESS

Sara Creek Gold Corp. (“the Company”) was incorporated under the laws of the State of Nevada on June 12, 2006, under the name of Uventus Technologies Corp.  On September 23, 2009, the Company merged with its wholly owned subsidiary and changed its name to Sara Creek Gold Corp. to better reflect its business plan which is the acquisition, exploration, and development of gold and other mineral resource properties.

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Year-End - The Company has selected August 31 as its year end.

Exploration Stage Company - The Company’s financial statements are presented as a company in the exploration stage of business.  Activities during the exploration stage primarily include implementation of the business plan and obtaining debt and/or equity related financing.

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Cash - Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.

The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation.  As of August 31, 2012 and 2011 no amounts were in excess of the federally insured program, respectively.

Revenue Recognition Policy - The Company will recognize revenue once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the product or service has been rendered; the fee is fixed and determinable based on the completion of stated terms and conditions; and collection of the amount due is reasonably assured.  The Company did not realize any revenues from June 12, 2006 (inception) through August 31, 2012.

 
F-6

 
SARA CREEK GOLD CORP.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2012 AND 2011
 
 
Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
 
The Company maintains a valuation allowance with respect to deferred tax assets.  The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry forward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments - The Company discloses, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.  As of August 31, 2012 and 2011 the carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature of such financial instruments, respectively.

Dividends - The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on our earnings, capital requirements and financial condition, as well as other relevant factors.  

Earnings (Loss) per Share - Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The computation of basic and diluted loss per share for the periods presented is equivalent since the Company had continuing losses. The Company had no common stock equivalents as of August 31, 2012 and 2011, respectively.

Risks and Uncertainties - The Company’s operations and future are dependent in a large part on its ability to locate economically developable deposits of precious metals.  The Company’s inability to locate and extract precious metals may have a material adverse effect on its financial condition, results of operations and cash flows.

New Accounting Pronouncements - There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

 
F-7

 
SARA CREEK GOLD CORP.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2012 AND 2011
 
 
3.           GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of August 31, 2012, the Company had total current assets of $15,942 and a working capital deficit in the amount of $55,431. The Company incurred a net loss of $64,360 during the year ended August 31, 2012 and an accumulated net loss of $747,333 since inception.  The Company has not earned any revenues since inception and its cash resources are insufficient to meet its planned business objectives.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

Management’s plan in this regard, is to raise capital through a combination of equity and debt financing sufficient to finance the continuing operations for the next twelve months.  However, there can be no assurance that the Company will be successful in raising such financing.  As an alternative, the Company may be amenable to a sale, merger, or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

4.           NOTES RECEIVABLE AND BAD DEBT EXPENSE

On January 20, 2010, the Company entered into a loan agreement with Kapelka Exploration, Inc. (“Kapelka”).  Under the terms of the loan agreement the Company agreed to provide Kapelka with cash advances of up to $500,000 for general operating purposes. Any funds advanced under the loan were non-interest bearing and were to be repaid to the Company no later than December 31, 2015.  On January 20, 2011 the Company’s Board of Directors resolved to forgive accumulated advances of $418,876 indebted to the Company and recorded the loss to bad debt expense.

On February 3, 2010 the Company entered into a memorandum of understanding with Ophir Exploration Inc. (“Ophir”) and advanced $30,000 at an interest rate of 5% per annum.  On January 28, 2011 the Company’s Board of Directors resolved to forgive the $30,000 indebted to the Company, together with accrued interest in the amount of $1,442, and recorded the loss to bad debt expense.

Bad debt expense for the year ended August 31, 2012 and 2011 totaled $0 and $58,739, respectively.

 
F-8

 
SARA CREEK GOLD CORP.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2012 AND 2011
 
 
5.           NOTES PAYABLE

As of August 31, 2012 and 2011 there was a balance due to a stockholder in the amount of $13,966.  This balance is unsecured, non-interest bearing and has no specific terms of repayment.

As of August 31, 2010, the Company received advances from an unrelated party totaling $488,093.   During the six months ended February 28, 2011, the Company received an additional $15,000 for an accumulative balance of $503,093.  These advances were non-interest bearing, unsecured, and due on demand.  On February 8, 2011, the outstanding debt of $503,093 was exchanged for 1,676,977 shares of common stock at $0.30 per share.  Therefore, as of August 31, 2012 and 2011, the balance together with accrued interest totaled $0.  There was no gain or loss recorded on the conversion of the debt.

On November 18, 2010 the Company entered into an unsecured promissory note in the amount of $50,000. The note bears interest of 10% per annum and was due on December 31, 2011.  On April 19, 2012, the outstanding principle of $50,000 was exchanged for 5,000,000 shares of common stock at $0.01 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $7,096 which is presented as a contribution on the statement of stockholders’ deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0 and $53,918, respectively.

On August 25, 2011 the Company entered into an unsecured promissory note in the amount of $5,000. The note bears interest of 10% per annum and is due on August 24, 2012.  On May 22, 2012, the outstanding principle of $5,000 was exchanged for 100,000 shares of common stock at $0.05 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $371 which is presented as a contribution on the statement of stockholders’ deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0 and $5,008, respectively.

On September 20, 2011 the Company entered into two unsecured promissory notes for a total amount of $10,000. The notes bear interest of 10% per annum and are due on September 19, 2012.  On May 22, 2012, the outstanding principle of $10,000 was exchanged for 200,000 shares of common stock at $0.05 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $671 which is presented as a contribution on the statement of stockholders’ deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0.

On October 11, 2011 the Company entered into an unsecured promissory note in the amount of $15,000. The note bears interest of 10% per annum and is due on October 10, 2012.  On May 22, 2012, the outstanding principle of $15,000 was exchanged for 300,000 shares of common stock at $0.05 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $921 which is presented as a contribution on the statement of stockholders’ deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0.

 
F-9

 
SARA CREEK GOLD CORP.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2012 AND 2011
  
 
6.           INCOME TAX

The Company had net operating loss carry forwards for income tax reporting purposes of $747,333 and $682,937 as of August 31, 2012 and 2011, respectively.  These carry forwards may be used to offset against future taxable income and begin to expire in the year 2026.  Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business.  Therefore, the amount available to offset future taxable income may be limited.

No tax benefit has been reported in the financial statements for the realization of loss carry forwards, as the Company believes there is high probability that the carry forwards will not be utilized in the foreseeable future.  Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

Significant components of the Company’s deferred tax liabilities and assets as of August 31, 2012 and 2011 are as follows:

   
August 31,
2012
   
August 31,
2011
 
Deferred tax asset:
           
Net operating loss
  $ 747,333     $ 682,973  
Income tax rate
    35 %     35 %
      261,567       239,041  
Less valuation allowance
    (261,567 )     (239,041 )
Deferred tax asset
  $ -     $ -  

Through August 31, 2012, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses.  

7.           STOCKHOLDERS’ EQUITY (DEFICIT)

On September 23, 2009, the Company affected a 15 for 1 forward stock split of its authorized, issued, and outstanding common stock.

On February 8, 2011, the Company affected a 30 for 1 reverse stock split of its authorized, issued, and outstanding common stock.

The accompanying financial statements have been adjusted to reflect the forward and reverse stock splits, retroactively.

 
F-10

 
SARA CREEK GOLD CORP.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2012 AND 2011
 
 
On June 12, 2006, the Company issued 1,000,000 shares of its par value common stock to various directors at $0.001 per share for a subscription receivable of $10,000, which was received in 2007.

On February 14, 2008, the Company issued 490,000 shares of its par value common stock pursuant to a private placement at $0.10 per share for gross proceeds in the amount of $49,000.

On February 8, 2011, the Company issued 1,676,977 shares of its par value common stock in exchange for outstanding debt in the amount of $503,093 at $0.30 per share.

On April 19, 2012, the Company issued 5,000,000 shares of its par value common stock in exchange for outstanding debt in the amount of $50,000 at $0.01 per share.

On May 22, 2012, the Company issued 600,000 shares of its par value common stock in exchange for outstanding debt in the amount of $30,000 at $0.05 per share.

Upon conversion of $80,000 in debt, the note holders elected to waive accrued interest totaling $9,059 which is presented as a contribution on the statement of stockholders’ deficit.  See also Note 6 regarding notes payable.

On August 14, 2012, the Company issued 515,000 shares of its par value common stock in exchange for services rendered in the amount of $25,750 at $0.05 per share.

On August 31, 2012, the Company received gross proceeds in the amount of $15,000 for 300,000 shares of its par value common stock at $0.05 per share.  As of August 31, 2012, the shares had not been issued and are recorded as common stock payable.  The shares were issued on September 4, 2012.

8.           LEGAL PROCEEDINGS

On November 10, 2011, a claim in the amount of $14,452 was filed against the Company for past due legal services rendered. Management of the Company believes that the claim is without merit and intends to contest the claim vigorously.

9.           SUBSEQUENT EVENTS

On September 4, 2012 the Company issued 300,000 shares of common stock which was recorded to common stock payable as of August 31, 2012.

On September 10, 2012 the Company issued 200,000 shares of its par value common stock in exchange for cash at $0.05 per share for gross proceeds in the amount of $10,000.
 
 
F-11

 
 
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A
Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” and that this deficiency could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the current period that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of August 31, 2012.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

As of August 31, 2012, our President assessed the effectiveness of our internal control over financial reporting. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on that evaluation, our management concluded that, as of August 31, 2012, our internal control over financial reporting was not effective due to material weaknesses in the system of internal control, as more fully described below.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) lack of a formal whistleblower policy. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of August 31, 2012.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management's report in this annual report.

 
10

 
 
Changes in Internal Control over Financial Reporting

During the fourth quarter of the year ended August 31, 2012, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B
Other Information

None.
 
 
 
 
 
 
 
11

 

PART III

Item 10
Directors, Executive Officers and Corporate Governance
 
Below is the name and certain information regarding our executive officer and director.
 
 
Name
Age
Position
     
Kristian Andresen
40
President, CEO, Secretary, Treasurer and Director
 
The biography of our officer and director is listed below and contains information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director in light of our business and structure.
 
Kristian Andresen, President, CEO, Secretary, Treasurer and Director

As our CEO, Kristian Andresen is responsible for the day-to-day management of our company, administrative functions and corporate filings, and for the continued strategic evolution of its business.  He brings to the Board his several years of experience in organizing and managing corporations, as well as advertising and marketing.  He currently devotes up to ten hours per week to our company.

Kristian Andresen is an experienced producer and entrepreneur. Mr. Andresen currently owns and operates Transmission Films, which has been in business since June 2007. Prior to his current venture, Mr. Andresen worked as an Executive Producer and Managing Partner at Circle Productions Limited, where he was responsible for managing all aspects of company business and overseeing marketing.  Mr. Andresen’s current work for Transmission Films does not present a conflict of interest with his role for our company.

Board of Director Committees

Currently our Board of Directors does not have an audit, compensation or nomination committee due to financial constraints.  Our Board as a whole fulfills these functions.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until the next annual meeting or until removed by the board.
 
Item 11
Executive Compensation
 
The following table sets forth the compensation payable to the officers and directors of our company for the fiscal years ended August 31, 2012 and 2011:
 
Name &
Principal
Position
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)
 
Option
Awards
($)
 
Non- Equity
Incentive
Plan
Compensation
($)
 
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings  ($)
All Other
Compensation
($)
Total
($)
Kristian Andresen (1)
2012
2011
   
-
-
 
-
-
   
-
-
 
-
-
   
-
-
 
-
-
-
-
 
-
-
Jean Pomerleau (2)
2012
2011
   
 
-
510
 
-
-
   
-
-
 
-
-
   
-
-
 
-
-
-
-
 
 
-
510

 
(1)
Mr. Kristian Andresen was appointed President, CEO, CFO, Secretary, Treasurer and Director of our company on July 18, 2011.

 
(2)
Mr. Jean Pomerleau was appointed President, CEO, CFO, Secretary, Treasurer and Director of our company on August 17, 2009 and resigned on July 19, 2011.

 
12

 
 
Equity Compensation Plans
 
None.
 
Employment Agreements
 
None.
 
Director Compensation
 
None.

Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table sets forth certain information regarding beneficial ownership of our common stock as of August 31, 2011.

 
·
By each person who is known by us to beneficially own more than 5% of our common stock;

 
·
By each of our officers and directors; and

 
·
By all of our officers and directors as a group.
 

Title of
class
 
Name and address
of beneficial owner
Amount of
beneficial
ownership
 
Percent
of class*
       
Common
   Kristian Andresen
   440 N. Venice Blvd
   Venice, CA 90291
600,000
6.46%
Common
   Lander Services, Inc.
   Calle Elvira Mendez No. 10 Penthouse
   Panama
838,489
9.03%
Common
   Lindiford Assets Corp.
   Calle Elvira Mendez No. 10 Penthouse
   Panama
838,489
9.03%
Common
   Lindsay Capital Corporation
   319 West Bay Road
   Georgetown, Grand Cayman KY1 1204
800,000
8.62%
Common
   Matchpoint International Limited
   319 West Bay Road
   Georgetown, Grand Cayman KY1 1204
500,000
5.39%
Common
   Scott Olson
   274 Broadway
   Costa Mesa, CA 92627
535,000
5.76%
Common
   Riverhead Trading
   Suite1A #5
   Calle Eusebio
   A Moraels El Carugreio, Panama City
590,000
6.36%
Common
   Derrick Townsend
   1501-1228 Marinaside Cres
   Vancouver, BC V6Z 2W4
500,000
5.39%
Common
   John Wood
   6533 Octave Avenue
   Las Vegas, NV 89139
600,000
6.46%
 
Common
 
   All Officers, Directors and 5% Shareholders
 
5,801,978
 
62.50%

 
13

 
 
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In   addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.

The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

Item 13
Certain Relationships and Related Transactions, and Director Independence
 
Other than listed below, during the period since June 12, 2006 (inception), there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 5% of the outstanding common or preferred stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.

On August 28, 2009, Mr. Richard Pak, a former Director, President, CEO, CFO, Secretary and Treasurer of our company, agreed to sell 100% of his 1,000,000 shares of our issued and outstanding common stock to Mr. Jean Pomerleau, our President, CEO, CFO, Secretary, Treasurer and a director of our Company, for an aggregate price of $20,000 to be paid on or before September 10, 2009, pursuant to a stock purchase agreement. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Change in Control” above for a description of the stock purchase agreement.

Item 14
Principal Accounting Fees and Services

The fees billed for professional services rendered by our principal accountant are as follows:

Fiscal
 
Audit-Related
   
Year
Audit Fees
Fees
Tax Fees
All Other Fees
2012
$20,500
-
-
-
2011 $6,000 - - -

Pre-Approval Policies and Procedures

The board of directors must pre-approve any use of our independent accountants for any non-audit services.  All services of our auditors are approved by our whole board and are subject to review by our whole board.

 
14

 

PART IV

Item 15
  Exhibits, Financial Statement Schedules


Number
Exhibit
3.1
Articles of Incorporation (1)
3.2
Bylaws (1)
31.1
Rule 13a-14(a) Certification of Principal Executive Officer
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document

       
(1)
Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-2, filed October 22, 2007.

*  Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
 
 
 
 

 
 
15

 
 
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.


 
Sara Creek Gold Corp.
   
Date:  October 10, 2012
/s/ Kristian Andresen
 
Kristian Andresen
President, Chief Executive Officer (Principal Executive
Officer) and Interim Chief Financial Officer (Interim Principal
Financial Officer)
 
 
 
 
 
 
16

XOTC:SCGC Annual Report 10-K Filling

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