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EX-32.1 - CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350 - HAWKER ENERGY, INC. | f10k2009ex32i_saracreek.htm |
EX-31.1 - CERTIFICATE PURSUANT TO RULE 13A-14(A) - HAWKER ENERGY, INC. | f10k2009ex31i_saracreek.htm |
EX-31.2 - CERTIFICATE PURSUANT TO RULE 13A-14(A) - HAWKER ENERGY, INC. | f10k2009ex31ii_saracreek.htm |
EX-32.2 - CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350 - HAWKER ENERGY, INC. | f10k2009ex32ii_saracreek.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended August 31,
2009.
or
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from to
to
Commission
File Number: 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.)
|
5348
Vegas Drive, #236
Las Vegas, NV
|
89108
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
702-952-9677 |
(Registrant’s
telephone number, including area
code)
|
Securities
registered under Section 12 (b) of the Exchange
Act: None
Securities
registered under Section 12 (g) of the Exchange Act: $0.001 par value
common stock.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
o Yes x No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
o Yes x No
i
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.
x Yes o No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
oYes o No*
*The
registrant has not yet been phased into the interactive data
requirements.
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) 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 (Do not
check if a smaller reporting
company)
Smaller reporting
company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
x Yes o No
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.
As at
February 28, 2009 – 980,000 (pre stock split) shares of common stock X $0.00 =
$0.00
APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
o Yes o No
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.
44,700,000
shares of common stock as of December 10, 2009.
ii
Table
of Contents
USE OF
NAMES
|
iv
|
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
|
iv
|
Part I
|
1
|
Item 1. Business
|
1
|
Item 1A. Risk Factors
|
4
|
Item 2. Properties
|
4
|
Item 3. Legal Proceeding
|
4
|
Item 4. Submission of Matters to a Vote of
Security Holders
|
4
|
Part II
|
5
|
Item 5. Market For 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
|
8
|
Item 8. Financial Statements and Supplementary
Data
|
8
|
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
|
9
|
Item 9A(T). Controls and
Procedures
|
10
|
Item 9B. Other Information
|
12
|
Part III
|
12
|
Item 10. Directors, Executive Officers, and
Corporate Governance
|
12
|
Item 11. Executive
Compensation
|
15
|
Item 12. Security Ownership Of Certain Beneficial
Owners And Management And Related Stockholder
Matters
|
17
|
Item 14. Principal Accountant Fees And
Services
|
18
|
Part IV
|
19
|
Item 15. Exhibits, Financial
Statements
|
19
|
SIGNATURES
|
20
|
Exhibit Index
|
21
|
iii
USE
OF NAMES
In this
annual report, the terms “Sara Creek”, “Company”, “we”, or “our”, unless the
context otherwise requires, mean Sara Creek Gold Corp. and its subsidiaries, if
any.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
annual report on Form 10-K and other reports that we file with the SEC contain
statements that are considered forward-looking
statements. Forward-looking statements give the Company’s current
expectations, plans, objectives, assumptions or forecasts of future
events. All statements other than statements of current or historical
fact contained in this annual report, including statements regarding the
Company’s future financial position, business strategy, budgets, projected costs
and plans and objectives of management for future operations, are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “anticipate,” “estimate,”
“plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,”
“we believe,” “we intend,” and similar expressions. These statements
are based on the Company’s current plans and are subject to risks and
uncertainties, and as such the Company’s actual future activities and results of
operations may be materially different from those set forth in the forward
looking statements. Any or all of the forward-looking statements in
this annual report may turn out to be inaccurate and as such, you should not
place undue reliance on these forward-looking statements. The Company
has based these forward-looking statements largely on its current expectations
and projections about future events and financial trends that it believes may
affect its financial condition, results of operations, business strategy and
financial needs. The forward-looking statements can be affected by
inaccurate assumptions or by known or unknown risks, uncertainties and
assumptions due to a number of factors, including:
●
|
dependence
on key personnel;
|
●
|
competitive
factors;
|
●
|
the
operation of our business; and
|
●
|
general
economic conditions in the United States and
Suriname.
|
These
forward-looking statements speak only as of the date on which they are made, and
except to the extent required by federal securities laws, we undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements contained in this annual report.
iv
PART
I
ITEM
1. BUSINESS
Overview of the
Company
We were
incorporated in the State of Nevada under the name “Uventus Technologies Corp.”
on June 12, 2006. On September 23, 2009, we changed our name from
“Uventus Technologies Corp.” to “Sara Creek Gold Corp.” to better reflect
the direction and business of our Company.
In
addition, effective September 23, 2009, we have effected a fifteen (15) for one
(1) forward stock split of our authorized, issued and outstanding common
stock. As a result, our authorized capital has increased from
50,000,000 shares of common stock with a par value of $0.001 to 750,000,000
shares of common stock with a par value of $0.001 and correspondingly our issued
and outstanding capital increases from 2,980,000 shares of common stock to
44,700,000 shares of common stock.
The name
change and forward stock split both become effective with FINRA's
Over-the-Counter Bulletin Board (the “OTCBB”) at the opening for trading on
September 24, 2009, under the new stock symbol "SCGC". Our CUSIP
number is 80310R 107
We are a
development stage company, and have not generated any revenue to
date.
Our
Business
As at
August 31, 2009, our last fiscal year end, we planned to develop an online
e-book publishing business. Our internet based company was to service
authors who wanted to publish in electronic format. Our company was
not going to charge a fee to authors to publish e-books, but rather was to focus
on sales and marketing efforts to earn revenue on each incremental sale of
e-books to customers.
On
September 23, 2009, we decided to change the direction of our business to focus
on the acquisition, exploration and development of gold and other mineral
resource properties.
On
September 30, 2009, the Company and Orion Resources, N.V. (“Orion”), a Suriname
corporation, entered into a share acquisition and investment agreement (the
“Investment Agreement”) whereby the Company agreed to acquire one (1) share in
the capital of Orion, which will represent 50% of Orion’s issued and outstanding
capital, for a purchase price of $2,000,000. At closing, Mr. Jean
Pomerleau, our President, CEO, CFO, Secretary, Treasurer and sole director is to
be appointed as a director of Orion. The Investment Agreement is
scheduled to close on November 15, 2009, or such other date as agreed to by the
Company and Orion.
The
foregoing description of the Investment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Investment
Agreement, which was attached as Exhibit 10.1 to the Company’s Form 8-K filed on
October 7, 2009, and which is incorporated herein by reference.
Since the
closing of the Investment Agreement was not going to occur on or before November
15, 2009, the Company and Orion entered into a Share Purchase Extension
Agreement dated November 15, 2009 (the “Extension Agreement”) whereby the
closing date of the Investment Agreement has been extended to December 31, 2009,
or such other date as agreed to by the Company and Orion.
The
foregoing description of the Extension Agreement does not purport to be complete
and is qualified in its entirety by reference to the Extension Agreement, which
was attached as Exhibit 10.3 to the Company’s amended Form 8-K filed on November
20, 2009, and which is incorporated herein by reference.
1
Orion is
a resource company with a 100% interest in and to a resource property consisting
of two contiguous exploration concessions consisting of 56,920 hectares (the
“Orion Project”), located in east central Suriname, in the districts of
Brokopondo and Sipalilwini.
Over the
past 18 months, Orion has completed an extensive amount of geophysical and
geochemical work combined with a significant amount of auguring on the Orion
Project.
On
October 5, 2009, the Company and Kapelka Exploration Inc. (“Kapelka”), an
Alberta corporation, entered into a share purchase option agreement (the “Option
Agreement”) whereby Kapelka granted the Company the exclusive right and option
to purchase the one share of Orion currently registered to Kapelka (the
“Share”), which as of the date of the Option Agreement represented 100% of
Orion’s issued and outstanding capital. Pursuant to the terms of the
Option Agreement, the Company can exercise its option to acquire the Share on or
before September 30, 2011 by:
(i)
|
paying
a total of US$6,500,000 for expenditures associated with the exploration
and development of the Orion Project (the “Capital Expenditures”), which
Capital Expenditures may be made by the Company in such increments as it
in its sole discretion determines (so long as the aggregate amount of such
Capital Expenditure is made by or before September 30, 2011, and that a
minimum amount of $250,000 per month is paid towards the Capital
Expenditures commencing on or before November 15, 2009);
and
|
(ii)
|
issuing
to Kapelka’s shareholders in aggregate 12,000,000 fully paid and
non-assessable restricted shares of common stock of the Company (the
“Payment Shares”) in the most tax efficient manner and in accordance with
all applicable securities laws.
|
The
foregoing description of the Option Agreement does not purport to be complete
and is qualified in its entirety by reference to the Option Agreement, which was
attached as Exhibit 10.2 to the Company’s Form 8-K filed on October 7, 2009, and
which is incorporated herein by reference.
On
November 15, 2009, the Company and Kapelka entered into a Share Purchase Option
Amending Agreement (the “Amendment Agreement”) whereby the parties agreed to
amend the Option Agreement such that the expenditures on exploration by the
Company are to start on January 6, 2010 instead of November 15,
2009.
The
foregoing description of the Amendment Agreement does not purport to be complete
and is qualified in its entirety by reference to the Amendment Agreement, which
was attached as Exhibit 10.4 to the Company’s amended Form 8-K filed on November
20, 2009, and which is incorporated herein by reference.
Principal
Products
At this
time we do not have any product for sale as we do not own any interests in any
mineral properties and are in the beginning stages of our exploration for such
properties.
2
Competition
In
identifying and acquiring mineral resource properties, we compete with many
companies possessing greater financial resources and technical facilities.
Competition could adversely affect our ability to acquire suitable prospects for
exploration in the future.
Given the
continual increase in the value of gold, the business of acquiring, developing
and/or exploring gold properties is more competitive than ever before. Our
competitors include companies with larger staffs, greater resources and
equipment and, as such, those companies may be in a better position to compete
for mineral properties. In order to compete with such companies, we need to
raise additional capital.
Licenses
Any
development and exploration activities in Suriname require permits from various
government authorities, and are subject to federal, state and local laws and
regulations governing prospecting, development, production, exports, taxes,
labor standards, occupational health and safety, mine safety and other
matters. Such laws and regulations are subject to change and may
become more stringent and therefore compliance can become more
costly.
If the
Company acquires the Orion Project, we cannot guarantee that we will be able to
maintain or obtain all necessary licenses and permits that may be required to
explore and develop any mineral properties acquired, commence construction, or
commence operation of mining facilities.
Environmental
Laws
Environmental
legislation will affect nearly all aspects of our intended
operations. Compliance with environmental legislation can require
significant expenditures and failure to comply with environmental legislation
may result in the imposition of fines and penalties, clean up costs arising out
of contaminated properties, damages and the loss of important
permits.
Environmental
laws and regulations are evolving in all jurisdictions. We are not
able to determine the specific impact that future changes in environmental laws
and regulations may have on our intended operations and activities, and its
resulting financial position; however, we anticipate that capital expenditures
and operating expenses may increase in the future as a result of the
implementation of new and increasingly stringent environmental
regulation. Further changes in environmental laws, new information on
existing environmental conditions or other events, including legal proceedings
based upon such conditions or an inability to obtain necessary permits could
require increased financial reserves or compliance expenditures or otherwise
have a material adverse effect on us.
Employees
At
present, we have no full-time employees. Mr. Jean Pomerleau, our
President, CEO, CFO, Secretary, Treasurer and sole director, will devote 100% of
his time or 40 hours per week to our operations. We have engaged the
services of two consulting geologist, Dr. Dennis Lapoint and Mr. Luc De
Rooy. We will be using their services on an as needed
basis.
Material
Agreements
See
“Our Business” above
for a description of the Investment Agreement with Orion and the Option
Agreement with Kapelka.
3
Available
Information
The
Company’s website is www.saracreekgold.com, where information about the Company
may be reviewed and obtained. The Company’s filings with the
Securities and Exchange Commission (“SEC”) may be accessed at the internet
address of the SEC, which is http://www.sec.gov. Also,
the public may read and copy any materials that the Company files with at the
SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
ITEM
1A. RISK FACTORS
As a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide the information required by this Item.
ITEM
2. PROPERTIES
As at
August 31, 2009, we did not own any property and maintained our corporate
offices at 135-998 Aram Building 2nd
Floor, 931-21,, Daechi 4 dong, Gangnam-Gu, Seoul, Korea. We did not
pay monthly rent for use of this space, which had been provided to us by one of
our officers and directors.
As of the
date of filing this Form 10-K, we maintain our corporate offices at 5348 Vegas
Drive, #236, Las Vegas, Nevada, 89108. This space is sufficient until
we commence larger operations.
The
Company has entered into the Investment Agreement with Orion and the Option
Agreement with Kapelka to acquire a 100% interest in Orion. Orion is
a resource company with a 100% interest in and to the Orion Project; a resource
property consisting of two exploration concessions consisting of 56,920
hectares, located in east central Suriname, in the districts of Brokopondo and
Sipalilwini. See “Item 1. Business - Our Business” above for a
description of the Investment Agreement and the Option Agreement.
ITEM
3. LEGAL PROCEEDING
We are
not a party to any pending legal proceeding. We are not aware of any
pending legal proceeding to which any of our officers, directors, or any
beneficial holders of 5% or more of our voting securities are adverse to us or
have a material interest adverse to us.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There
were no matters submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
4
PART
II
ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Market
Information
Our
common stock is traded on the OTCBB under the symbol “SCGC”. Our
common stock commenced trading under this symbol on September 24, 2009, and
previously traded under the symbol “UVTC” without any trading or
volume.
The
following historical quotations obtained from online sources reflects the high
and low bids for our common stock based on inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions:
Quarter
Ended
|
High
($)
|
Low
($)
|
August
31, 2009
|
N/A
|
N/A
|
May
31, 2009
|
N/A
|
N/A
|
February
28, 2009
|
N/A
|
N/A
|
November
30, 2008
|
N/A
|
N/A
|
August
31, 2008
|
N/A
|
N/A
|
May
31, 2008
|
N/A
|
N/A
|
February
29, 2008
|
N/A
|
N/A
|
November
30, 2007
|
N/A
|
N/A
|
August
31, 2007
|
N/A
|
N/A
|
As of
August 31, 2009, our common stock had not yet traded, and therefore, the price
indicated was $0.00.
Holders
As of
December 10, 2009, there are 44,700,000 shares of our common stock issued and
outstanding held by 44 shareholders of record.
Dividend
Policy
We have
never paid any cash dividends and have no plans to do so in the foreseeable
future. Our future dividend policy will be determined by our Board of
Directors and will depend upon a number of factors, including our financial
condition and performance, our cash needs and expansion plans, income tax
consequences and the restrictions that applicable laws and other arrangements
then impose.
Securities
Authorized for Issuance Under Equity Compensation Plans
As of the
fiscal year ended August 31, 2009, the Company did not have any equity
compensation plans and therefore did not grant any stock options or authorize
securities for issuance under an equity compensation plan.
Recent
Sales of Unregistered Securities
Not
Applicable.
5
Purchase
of Equity Securities by the Company and Affiliated Purchasers
Not
Applicable.
ITEM
6. SELECTED FINANCIAL DATA
As a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide the information required by this Item.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You
should read the following plan of operation together with our financial
statements and related notes appearing elsewhere in this annual
report. This plan of operation contains forward-looking statements
that involve risks, uncertainties, and assumptions. The actual
results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors.
Overview
We are a
development stage company that was formed in Nevada on June 12,
2006. As at August 31, 2009, we planned to develop an online e-book
publishing business. Our internet based company was to service authors who want
to publish in electronic format. Our Company was not going to charge a fee to
authors to publish e-books, but rather was to focus on sales and marketing
efforts to earn revenue on each incremental sale of e-books to
customers. As at August 31, 2009 we had commenced only limited
operations, primarily focused on designing and launching an "information only"
website to start to build brand awareness of our planned e-publishing
business.
Subsequent
to our fiscal year ended August 31, 2009, on September 23, 2009, we decided to
change the direction of our business to focus on mineral resource exploration
and we changed our name to “Sara Creek Gold Corp.” to better reflect our new
business. See “Item
1. Our Business ” for a description of our new business and developments
after our fiscal year ended August 31, 2009.
We have
never declared bankruptcy, have never been in receivership, and have never been
involved in any legal action or proceedings. As at August 31, 2009,
we had not made any significant purchase or sale of assets, or been involved in
any mergers, acquisitions or consolidations. However see “Item 1. Our Business ” for a
description of the Investment Agreement and the Option Agreement pursuant to
which the Company may acquire 100% of Orion.
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.
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.
6
We
continue to identify strategic acquisitions of additional concession rights
within Suriname to ensure progress towards achieving future growth
objectives.
Objectives
We have
the following objectives:
1.
|
to
raise sufficient private placement equity financing in order to complete
our obligations under the Investment Agreement and the Option
Agreement;
|
2.
|
to
successfully develop the Orion Project in
Suriname;
|
3.
|
to
build a significant proven gold reserve base through acquisitions, joint
ventures and/or partnerships; and
|
4.
|
to
become a dominant holder of mining concessions in Suriname containing gold
reserves.
|
Limited
Operating History; Need for Additional Capital
There is
limited historical financial information about us upon which to base an
evaluation of our performance. We are in the development 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.
To become
profitable and competitive, we may have to capture market share by marketing the
new advertising platform to potential clients in order to create
revenue. If we are unable to raise additional equity capital to
develop our business and earn revenues, we will have to suspend or cease
operations and our investors may lose their investment.
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.
Liquidity
and Capital Resources
Our
independent registered auditors have issued a going concern
opinion. This means that there is substantial doubt that we can
continue as an on-going business for the next 12 months unless we obtain
additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until we locate mineral
deposits and begin removing and selling minerals. There is no
assurance we will ever reach this point. Accordingly, we must raise
cash from sources other than the sale of minerals found on any properties we
acquire. Our only other source for cash at this time is investments
by others in the Company. We must raise cash to implement our project
and stay in business.
7
As at
August 31, 2009, the Company had current assets of $228, including cash
resources of $228, and current liabilities of $37,686 providing the company with
a working capital deficiency of $37,458 compared with a working capital
deficiency of $6,625 for the year ended August 31, 2008.
We may
not have enough money to complete our plan of operations. If it turns
out that we have not raised enough money to complete our anticipated business
development, we will try to raise additional funds from private placements or
loans. At the present time, we are in the process of attempting to
raise additional money through a private placement and there is no assurance
that we will raise additional money in the future or that future financings will
be available to us on acceptable terms. If we require additional
money and are unable to raise it, we will have to suspend or cease
operations.
Results
of Operation
We have
not generated any revenues to date from our operations.
The
Company realized a net loss of $30,806 for the year ended August 31, 2009, as
compared to $58,567 for the year ended August 31, 2008, and has realized a net
loss of $96,458 from inception to August 31, 2009. All of the
foregoing net losses have been a result of the Company’s operating
expenses.
The
Company incurred $30,806 in operating expenses for the year ended
August 31, 2009, as compared to $58,567 for the year ended August 31,
2008. The principal reasons for the decrease in the Company’s
operating expenses for the year ended August 31, 2009, were as follows:
professional fees of $20,620 (compared with $42,012 for the year ended August
31, 2008); filing fees of $1,590 (compared with $3,621 for the year ended August
31, 2008); and office and miscellaneous expenses of $8,596 (compared with
$12,934 for the year ended August 31, 2008). The foregoing decreases
in operating expenses were mostly related to the Company’s change of business as
a result of the Investment Agreement and Option
Agreement.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide the information required by this Item.
8
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
Report
of Registered Independent Auditors
|
F-2
|
Financial
Statements-
|
|
Balance
Sheets as of August 31, 2009, and 2008
|
F-3
|
Statements of
Operations for the Years Ended August 31, 2009, and 2008, and Cumulative
from Inception
|
F-4
|
Statement of
Stockholders’ (Deficit) for the Period from Inception Through
August 31, 2009
|
F-5
|
Statements of
Cash Flows for the Years Ended August 31, 2009, and 2008, and Cumulative
from Inception
|
F-6
|
Notes
to Financial Statements August 31, 2009, and 2008
|
F-7
|
F-1
REPORT
OF REGISTERED INDEPENDENT AUDITORS
To the
Board of Directors and Stockholders
of Sara
Creek Gold Corp.:
We have
audited the accompanying balance sheets of Sara Creek Gold Corp. (formerly
Uventus Technologies Corp., and a Nevada corporation in the exploration stage)
as of August 31, 2009, and 2008, and the related statements of operations,
stockholders’ (deficit), and cash flows for each of the two years in the period
August 31, 2009, and cumulative from inception (June 12, 2006) through August
31, 2009. These financial statements are the responsibility of the Company’s
management. 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 of America). Those standards require
that we plan and perform the audits 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 audits 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 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 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, 2009, and 2008, and the results of its operations and its cash flows for
each of the two years in the period ended August 31, 2009, and cumulative from
inception (June 12, 2006) through August 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the exploration stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of August 31, 2009, and 2008, the
cash resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Respectfully
submitted,
/s/ Davis
Accounting Group P.C.
Cedar
City, Utah,
December
14, 2009.
F-2
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
|
||||||||
(AN
EXPLORATION STAGE COMPANY)
|
||||||||
BALANCE
SHEETS (NOTE 2)
|
||||||||
AS
OF AUGUST 31, 2009, AND 2008
|
||||||||
ASSETS
|
||||||||
2009
|
2008
|
|||||||
Current
Assets:
|
||||||||
Cash
|
$ | 228 | $ | 1,468 | ||||
Prepaid
expenses
|
- | 7,500 | ||||||
Total
current assets
|
228 | 8,968 | ||||||
Total
Assets
|
$ | 228 | $ | 8,968 | ||||
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable - Trade
|
$ | 15,600 | $ | 15,500 | ||||
Accrued
liabilities
|
8,120 | - | ||||||
Due
to stockholder
|
13,966 | 120 | ||||||
Total
current liabilities
|
37,686 | 15,620 | ||||||
Total
liabilities
|
37,686 | 15,620 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders'
(Deficit):
|
||||||||
Common
stock, par value $0.001 per share; 750,000,000 shares
|
||||||||
authorized;
44,700,000 shares issued and outstanding
|
||||||||
in
2009 and 2008, respectively
|
44,700 | 44,700 | ||||||
Additional
paid-in capital
|
14,300 | 14,300 | ||||||
(Deficit)
accumulated during the exploration stage
|
(96,458 | ) | (65,652 | ) | ||||
Total
stockholders' (deficit)
|
(37,458 | ) | (6,652 | ) | ||||
Total
Liabilities and Stockholders' (Deficit)
|
$ | 228 | $ | 8,968 | ||||
The
accompanying notes to financial statements are
an
integral part of these balance sheets.
F-3
SARA
CREEK GOLD CORP.
|
||||||||||||
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
|
||||||||||||
(AN
EXPLORATION STAGE COMPANY)
|
||||||||||||
STATEMENTS
OF OPERATIONS (NOTE 2)
|
||||||||||||
FOR
THE YEARS ENDED AUGUST 31, 2009, AND 2008,
|
||||||||||||
AND
CUMULATIVE FROM INCEPTION (JUNE 12, 2006) THROUGH AUGUST 31,
2009
|
||||||||||||
Cumulative
|
||||||||||||
From
|
||||||||||||
2009
|
2008
|
Inception
|
||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
Expenses:
|
||||||||||||
General
and administrative-
|
||||||||||||
Professional
fees
|
20,620 | 42,012 | 67,632 | |||||||||
Office
and miscellaneous
|
8,596 | 12,934 | 23,490 | |||||||||
Filing
fees
|
1,590 | 3,621 | 5,336 | |||||||||
Total
general and administrative expenses
|
30,806 | 58,567 | 96,458 | |||||||||
(Loss)
from Operations
|
(30,806 | ) | (58,567 | ) | (96,458 | ) | ||||||
Other
Income (Expense)
|
- | - | - | |||||||||
Provision
for Income Taxes
|
- | - | - | |||||||||
Net
(Loss)
|
$ | (30,806 | ) | $ | (58,567 | ) | $ | (96,458 | ) | |||
(Loss)
Per Common Share:
|
||||||||||||
(Loss)
per common share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted
Average Number of Common Shares
|
||||||||||||
Outstanding
- Basic and Diluted
|
44,700,000 | 40,277,869 | ||||||||||
The
accompanying notes to financial statements are
an
integral part of these statements.
F-4
SARA
CREEK GOLD CORP.
|
||||||||||||||||||||||||||||
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
|
||||||||||||||||||||||||||||
(AN
EXPLORATION STAGE COMPANY)
|
||||||||||||||||||||||||||||
STATEMENT
OF STOCKHOLDERS' (DEFICIT) (NOTE 2)
|
||||||||||||||||||||||||||||
FOR
THE PERIOD FROM INCEPTION (JUNE 12, 2006) THROUGH AUGUST 31,
2009
|
||||||||||||||||||||||||||||
(Deficit)
|
||||||||||||||||||||||||||||
Common
|
Accumulated
|
|||||||||||||||||||||||||||
Discount
on
|
Additional
|
Stock
|
During
the
|
|||||||||||||||||||||||||
Common
stock
|
Common
|
Paid-in
|
Subscriptions
|
Development
|
||||||||||||||||||||||||
Description
|
Shares
|
Amount
|
Stock
|
Capital
|
Receivable
|
Stage
|
Totals
|
|||||||||||||||||||||
Balance
- June 12, 2006
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
Common
stock subscribed by Directors
|
30,000,000 | 30,000 | (20,000 | ) | - | (10,000 | ) | - | - | |||||||||||||||||||
Net
(loss) for the period
|
- | - | - | - | - | (1,230 | ) | (1,230 | ) | |||||||||||||||||||
Balance
- August 31, 2006
|
30,000,000 | $ | 30,000 | $ | (20,000 | ) | $ | - | $ | (10,000 | ) | $ | (1,230 | ) | $ | (1,230 | ) | |||||||||||
Payment
on common stock subscribed by Directors
|
- | - | - | - | 10,000 | - | 10,000 | |||||||||||||||||||||
Net
(loss) for the period
|
- | - | - | - | - | (5,855 | ) | (5,855 | ) | |||||||||||||||||||
Balance
- August 31, 2007
|
30,000,000 | 30,000 | (20,000 | ) | - | - | (7,085 | ) | 2,915 | |||||||||||||||||||
Common
stock issued for cash
|
14,700,000 | 14,700 | 20,000 | 14,300 | - | - | 49,000 | |||||||||||||||||||||
Net
(loss) for the period
|
- | - | - | - | - | (58,567 | ) | (58,567 | ) | |||||||||||||||||||
Balance
- August 31, 2008
|
44,700,000 | 44,700 | - | 14,300 | - | (65,652 | ) | (6,652 | ) | |||||||||||||||||||
Net
(loss) for the period
|
- | - | - | - | - | (30,806 | ) | (30,806 | ) | |||||||||||||||||||
Balance
- August 31, 2009
|
44,700,000 | $ | 44,700 | $ | - | $ | 14,300 | $ | - | $ | (96,458 | ) | $ | (37,458 | ) | |||||||||||||
Effective
September 23, 2009, the Company effected a 15 for 1 forward stock
split.
The
accompanying notes to financial statements are
an
integral part of this statement.
F-5
SARA
CREEK GOLD CORP.
|
||||||||||||
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
|
||||||||||||
(AN
EXPLORATION STAGE COMPANY)
|
||||||||||||
STATEMENTS
OF CASH FLOWS (NOTE 2)
|
||||||||||||
FOR
THE YEARS ENDED AUGUST 31, 2009, AND 2008,
|
||||||||||||
AND
CUMULATIVE FROM INCEPTION (JUNE 12, 2006) THROUGH AUGUST 31,
2009
|
||||||||||||
Cumulative
|
||||||||||||
From
|
||||||||||||
2009
|
2008
|
Inception
|
||||||||||
Operating
Activities:
|
||||||||||||
Net
(loss)
|
$ | (30,806 | ) | $ | (58,567 | ) | $ | (96,458 | ) | |||
Adjustments
to reconcile net (loss) to net cash
|
||||||||||||
(used
in) operating activities:
|
||||||||||||
Changes
in operating assets & liabilities-
|
||||||||||||
Prepaid
expenses
|
7,500 | (7,500 | ) | - | ||||||||
Accounts
payable - Trade
|
100 | 9,770 | 15,600 | |||||||||
Accrued
liabilities
|
8,120 | - | 8,120 | |||||||||
Net
Cash (Used in) Operating Activities
|
(15,086 | ) | (56,297 | ) | (72,738 | ) | ||||||
Investing
Activities:
|
||||||||||||
Cash
provided by investing activities
|
- | - | - | |||||||||
Net
Cash Provided by Investing Activities
|
- | - | - | |||||||||
Financing
Activities:
|
||||||||||||
Proceeds
from stockholder loan
|
13,846 | 20,120 | 35,321 | |||||||||
Payments
on stockholder loan
|
- | (21,355 | ) | (21,355 | ) | |||||||
Issuance
of common stock for cash
|
- | 49,000 | 59,000 | |||||||||
Net
Cash Provided by Financing Activities
|
13,846 | 47,765 | 72,966 | |||||||||
Net
(Decrease) Increase in Cash
|
(1,240 | ) | (8,532 | ) | 228 | |||||||
Cash
- Beginning of Period
|
1,468 | 10,000 | - | |||||||||
Cash
- End of Period
|
$ | 228 | $ | 1,468 | $ | 228 | ||||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes to financial statements are
an
integral part of these statments.
F-6
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
(1) Summary
of Significant Accounting Policies
General
Organization and Business
Sara
Creek Gold Corp. (“the Company”) is a Nevada corporation in the exploration
stage. The Company was incorporated under the laws of the State of
Nevada on June 12, 2006, under the name of Uventus Technologies
Corp. The Company originally was in the business of online book
publishing. Because the Company was not successful in implementing
its business plan, it considered various alternatives to ensure the viability
and solvency of the Company. On September 23, 2009, the Company
merged with its wholly owned subsidiary (Sara Creek Gold Corp.), and changed its
name to Sara Creek Gold Corp. to better reflect its new business plan which is
the acquisition, exploration, and development of gold and other mineral resource
properties. 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.
Cash and Cash Equivalents
For
purposes of reporting within the statements of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid investments instruments purchased with a
maturity of three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the exploration stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will
recognize revenues when delivery of goods or completion of services has
occurred, provided there is persuasive evidence of an agreement, acceptance has
been approved by its customers, the fee is fixed or determinable based on the
completion of stated terms and conditions, and collection of any related
receivable is probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. There were no dilutive financial instruments
issued or outstanding for the years ended August 31, 2009, and
2008.
F-7
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
Dividends
The
Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the periods presented.
Income Taxes
The
Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”
(“SFAS No. 109”). Under SFAS No. 109, 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 carryforward
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 estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is
required in estimating fair value. Accordingly, the estimates of fair
value may not be indicative of the amounts The Company could realize in a
current market exchange. As of August 31, 2009, and 2008, the
carrying value of financial instruments approximated fair value due to the
short-term nature and maturity of these instruments.
Concentration
of Risk
As of
August 31, 2009, and 2008, the Company maintained
its cash account at one commercial bank. The account was subject to
FDIC coverage.
Subsequent
Events
The
management of the Company performs a review and evaluation of subsequent events
following the end of each quarterly and annual financial period. For
the year ended August 31, 2009, the review and evaluation of subsequent events
for proper accrual and disclosure was completed through December 14, 2009, which
was the date the financial statements were available to be issued.
F-8
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America. The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of August 31, 2009, and 2008, and
expenses for the years ended August 31, 2009, and 2008, and cumulative from
inception. Actual results could differ from those estimates made by
management.
(2) Exploration
Stage Activities and Going Concern
The
Company is currently in the exploration stage and has engaged in limited
operations. While management of the Company believes that it will be
successful in its planned capital formation and operating activities, there can
be no assurance that the Company will be successful in the development of its
planned objectives and generate sufficient revenues to earn a profit or sustain
the operations of the Company.
The
Company’s activities through August 31, 2009, have been supported by equity
financing. It has sustained losses in all previous reporting periods
with a cumulative since inception loss of $96,458 as of August 31,
2009. Management continues to seek funding from its shareholders and
other qualified investors to pursue its business plan. In the
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.
The
accompanying financial statements have been prepared in conformity with
accounting principals generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The
Company has incurred an operating loss since inception and its cash resources
are insufficient to meet its planned business objectives. These and
other factors raise substantial doubt about the Company’s ability to continue as
a going concern. The accompanying financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern.
(3) Common
Stock
The
Company is authorized to issue 750,000,000 shares of $0.001 par value common
stock. All shares of common stock have equal voting rights, are
non-assessable, and have one vote per share. Voting rights are not
cumulative and, therefore, the holders of more than 50 percent of the common
stock could, if they choose to do so, elect all of the Directors of the
Company.
F-9
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
On
September 23, 2009, the Company effected a 15-for-1 forward stock split of its
authorized, issued, and outstanding common stock. As a result, the
authorized capital of the Company increased from 50,000,000 shares of common
stock with a par value of $0.001, to 750,000,000 shares of common stock with a
par value of $0.001. The accompanying financial statements have been
adjusted accordingly to reflect this forward stock split.
On June
12, 2006, the Company issued 30,000,000 shares of its common stock (post forward
stock split) at $.0003 per share to Directors under a stock subscription
agreement. The Directors paid $10,000 for these shares during the
year ended August 31, 2007.
In
addition, in 2007, the Company commenced a capital formation activity to effect
a Registration Statement on Form SB-2 with the SEC, and raise capital of up to
$60,000 from a self-underwritten offering of 18,000,000 shares of newly issued
common stock (post forward stock split) at a price of $0.0033 per share in the
public markets. The Registration Statement on Form SB-2 was filed
with the SEC on October 22, 2007, and declared effective on November 5,
2007. On February 14, 2008, the Company completed and closed the
offering by selling 14,700,000 shares (post forward stock split), of the
18,000,000 registered shares (post forward stock split), of its common stock,
par value of $0.001 per share, at an offering price of $0.0033 per share for
gross proceeds of $49,000.
(4) Income
Taxes
The
provision (benefit) for income taxes for the years ended August 31, 2009, and
2008, were as follows (assuming a 15 percent effective income tax
rate):
2009
|
2008
|
|||||||
Current
Tax Provision:
|
||||||||
Federal-
|
||||||||
Taxable
income
|
$ | - | $ | - | ||||
Total
current tax provision
|
$ | - | $ | - | ||||
Deferred
Tax Provision:
|
||||||||
Federal-
|
||||||||
Loss
carryforwards
|
$ | 4,621 | $ | 8,785 | ||||
Change
in valuation allowance
|
(4,621 | ) | (8,785 | ) | ||||
Total
deferred tax provision
|
$ | - | $ | - | ||||
F-10
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
The
Company had deferred income tax assets as of August 31, 2009, and 2008, as follows:
2009
|
2008
|
|||||||
Loss
carryforwards
|
$ | 14,469 | $ | 9,848 | ||||
Less
- Valuation allowance
|
(14,469 | ) | (9,848 | ) | ||||
Total
net deferred tax assets
|
$ | - | $ | - | ||||
The
Company had net operating loss carryforwards for income tax reporting purposes
of $96,458 and $65,652 as of August 31, 2009, and 2008, respectively, that may
be offset against future taxable income. The net operating loss
carryforwards 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 carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable
future. Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.
(5) Related
Party Transactions
As of
August 31, 2009, there was a balance owed to a stockholder of the Company in the
amount of $13,966 (2008: $120). This balance is unsecured,
non-interest bearing and has no specific terms of repayment.
The
officers and Directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities that
become available. They may face a conflict in selecting between the
Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
(6) Recent
Accounting Pronouncements
In
December 2007, the FASB issued FASB Statement No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS
No. 160”). SFAS No. 160 establishes new accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. Specifically, this statement
requires the recognition of a noncontrolling interest (minority interest) as
equity in the consolidated financial statements and separate from the parent’s
equity. The amount of net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income
statement. SFAS No. 160 clarifies that changes in a parent’s
ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains its controlling financial
interest. In addition, this statement requires that a parent
recognize a gain or loss in net income when a subsidiary is
deconsolidated. Such gain or loss will be measured using the fair
value of the noncontrolling equity investment on the deconsolidation
date. SFAS No. 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling
interest.
F-11
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
SFAS No.
160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. Earlier adoption is
prohibited. The management of the Company does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.
In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007), “Business Combinations – Revised
2007” (“SFAS No. 141R”),
which replaces FASB Statement No. 141, “Business
Combinations.” SFAS No. 141R will significantly change the
accounting for business combinations. Under SFAS No. 141R, an
acquiring entity will be required to recognize all the assets acquired and
liabilities assumed in a transaction at the acquisition-date fair value with
limited exceptions. SFAS No. 141R will change the accounting
treatment for certain specific items, including:
●
|
Acquisition
costs will be generally expensed as
incurred;
|
●
|
Noncontrolling
interests (formerly known as “minority interests” – see SFAS No. 160) will
be valued at fair value at the acquisition
date;
|
●
|
Acquired
contingent liabilities will be recorded at fair value at the acquisition
date and subsequently measured at either the higher of such amount of the
amount determined under existing guidance for non-acquired
contingencies;
|
●
|
In-process
research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition
date;
|
●
|
Restructuring
costs associated with a business combination will be generally expensed
subsequent to the acquisition date;
and
|
●
|
Changes
in deferred tax asset valuation allowances and income tax uncertainties
after the acquisition date generally will affect income tax
expense.
|
SFAS No.
141R also includes a substantial number of new disclosure requirements. SFAS No.
141R applies prospectively to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, a
calendar year-end company is required to record and disclose business
combinations following existing GAAP until January 1, 2009. The management of
the Company does not expect the adoption of this pronouncement to have a
material impact on its financial statements.
In March
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133”
(“SFAS No. 161”). SFAS No. 161 enhances required disclosures regarding
derivatives and hedging activities, including enhanced disclosures regarding
how: (a) an entity uses derivative instruments; (b) derivative instruments and
related hedged items are accounted for under FASB No. 133, “Accounting for Derivative
Instruments and Hedging Activities”; and (c) derivative instruments and
related hedged items affect an entity’s financial position, financial
performance, and cash flows. Specifically, SFAS No. 161 requires:
F-12
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
-
|
disclosure
of the objectives for using derivative instruments in terms of underlying
risk and accounting designation;
|
-
|
disclosure
of the fair values of derivative instruments and their gains and losses in
a tabular format;
|
-
|
disclosure
of information about credit-risk-related contingent features;
and
|
-
|
cross-reference
from the derivative footnote to other footnotes in which
derivative-related information is
disclosed.
|
SFAS No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008. Earlier application is encouraged. The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
In May
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”). SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles (“GAAP”) for nongovernmental
entities.
Prior to
the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards, “The Meaning of
Present Fairly in Conformity with Generally Accept Accounting Principles”
(“SAS No. 69”). SAS No. 69 has been criticized because it is directed
to the auditor rather than the entity. SFAS No. 162 addresses these
issues by establishing that the GAAP hierarchy should be directed to entities
because it is the entity (not the auditor) that is responsible for selecting
accounting principles for financial statements that are presented in conformity
with GAAP.
The
sources of accounting principles that are generally accepted are categorized in
descending order as follows:
a)
|
FASB
Statements of the Financial Accounting Standards Board and
Interpretations, FASB Statement No. 133 Implementation Issues, FASB Staff
Positions, and American Institute of Certified Public Accountants (AICPA)
Accounting Research Bulletins and Accounting Principles Board Opinions
that are not superseded by actions of the
FASB.
|
b)
|
FASB
Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
Accounting Guides and Statements of
Position.
|
c)
|
AICPA
Accounting Standards Executive Committee Practice Bulletins that have been
cleared by the FASB, consensus positions of the FASB Emerging Issues Task
Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
(EITF D-Topics).
|
F-13
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
d)
|
Implementation
guides (Q&As) published by the FASB staff, AICPA Accounting
Interpretations, AICPA Industry Audit and Accounting Guides and Statements
of Position not cleared by the FASB, and practices that are widely
recognized and prevalent either generally or in the
industry.
|
SFAS No.
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board amendment to its authoritative
literature. It is only effective for nongovernmental entities;
therefore, the GAAP hierarchy will remain in SAS No. 69 for state and local
governmental entities and federal governmental entities. The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
In May
2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee
Insurance Contracts” (“SFAS No. 163”). SFAS No. 163 clarifies
how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises, including the recognition
and measurement of premium revenue and claim liabilities. It also
requires expanded disclosures about financial guarantee insurance
contracts.
The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency. Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60. That diversity results in inconsistencies in the
recognition and measurement of claim liabilities because of differing views
about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies”
(“SFAS No. 5”). SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial
obligation. It also requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in
its insured financial obligations and (b) the insurance enterprise’s
surveillance or watch list.
SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities. Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163. Except for those disclosures, earlier
application is not permitted. The management of the Company does not
expect the adoption of this pronouncement to have material impact on its
financial statements.
On May
22, 2009, the FASB issued FASB Statement No. 164, “Not-for-Profit Entities: Mergers and
Acquisitions” (“SFAS No. 164”). SFAS No. 164 is intended to
improve the relevance, representational faithfulness, and comparability of the
information that a not-for-profit entity provides in its financial reports about
a combination with one or more other not-for-profit entities, businesses, or
nonprofit activities. To accomplish that, this Statement establishes
principles and requirements for how a not-for-profit entity:
F-14
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
a.
|
Determines
whether a combination is a merger or an
acquisition.
|
b.
|
Applies
the carryover method in accounting for a
merger.
|
c.
|
Applies
the acquisition method in accounting for an acquisition, including
determining which of the combining entities is the
acquirer.
|
d.
|
Determines
what information to disclose to enable users of financial statements to
evaluate the nature and financial effects of a merger or an
acquisition.
|
This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, “Goodwill
and Other Intangible Assets,” to make it fully applicable to
not-for-profit entities.
SFAS No.
164 is effective for mergers occurring on or after December 15, 2009, and
acquisitions for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2009. Early application is prohibited. The management of
the Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.
On May
28, 2009, the FASB issued FASB Statement No. 165, “Subsequent Events” (“SFAS No.
165”). FASB No. 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Specifically,
SFAS No. 165 provides:
1.
|
The
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial
statements.
|
2.
|
The
circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial
statements.
|
3.
|
The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet
date.
|
In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15, 2009. The
management of the Company does not expect the adoption of this pronouncement to
have material impact on its financial statements.
On June
9, 2009, the FASB issued FASB Statement No. 166, “Accounting for Transfers of
Financial Assets- an amendment of FASB Statement No. 140” (“SFAS No.
166”). SFAS No.
166 revises the derecognization provision of FASB Statement No. 140 “Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities” and will
require entities to provide more information about sales of securitized
financial assets and similar transactions, particularly if the seller retains
some risk with respect to the assets. It also eliminates the concept
of a "qualifying special-purpose entity."
F-15
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
This
statement is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15,
2009. The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
In June
2009, the FASB issued FASB Statement 167 “Amendments to FASB Interpretation
No. 46(R)" (SFAS No. 167”). SFAS No. 167 amends certain
requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest
Entities” to improve financial reporting by companies involved with
variable interest entities and to provide additional disclosures about the
involvement with variable interest entities and any significant changes in risk
exposure due to that involvement. A reporting entity will be required
to disclose how its involvement with a variable interest entity affects the
reporting entity's financial statements.
This
Statement shall be effective as of the beginning of each reporting entity’s
first annual reporting period that begins after November 15,
2009. The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
In June
2009, the FASB issued FASB Statement No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168"). SFAS
No. 168 establishes the FASB Accounting Standards Codification (the
"Codification") to become the single official source of authoritative,
nongovernmental U.S. generally accepted accounting principles
(GAAP). The Codification did not change GAAP, but reorganizes the
literature.
SFAS No.
168 is effective for interim and annual periods ending after September 15,
2009. The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
(7) Subsequent
Events
Stock Split
On
September 23, 2009, the Company effected a 15-for-1 forward stock split of its
authorized, issued, and outstanding common stock. As a result, the
authorized capital of the Company increased from 50,000,000 shares of common
stock with a par value of $0.001, to 750,000,000 shares of common stock with a
par value of $0.001. The accompanying financial statements have been
adjusted accordingly to reflect this forward stock split.
Merger and Name Change
On
September 23, 2009, the Company merged with its wholly owned subsidiary (Sara
Creek Gold Corp.), and changed its name to Sara Creek Gold Corp. to better
reflect its new business plan.
F-16
SARA
CREEK GOLD CORP.
(FORMERLY
UVENTUS TECHNOLOGIES CORP.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AUGUST
31, 2009, AND 2008
Investment
Agreement
On
September 30, 2009, the Company and Orion Resources, N.V. (“Orion”), a Suriname
corporation, entered into a Share Acquisition and Investment Agreement (the
“Investment Agreement”) whereby the Company agreed to acquire one (1) share in
the capital of Orion, which will represent 50 percent of Orion’s issued and
outstanding capital, for a purchase price of $2,000,000. Orion is a
resource company with a 100 percent interest in and to a resource property
consisting of two exploration concessions consisting of 56,920 hectares (the
“Property”), located in east central Suriname, in the districts of Brokopondo
and Sipalilwini. At closing, the Company’s CEO is to be appointed as
a Director of Orion. The Investment Agreement was scheduled to close
on November 15, 2009 or such other date as agreed to by the Company and
Orion. Since the closing of the Investment Agreement did not occur on
or before November 15, 2009, the Company and Orion entered into a Share Purchase
Extension Agreement dated November 15, 2009 (the “Extension Agreement”) whereby
the closing date of the Investment Agreement has been extended to December 31,
2009, or such other date as agreed to by the Company and Orion.
In
addition, on October 5, 2009, the Company and Kapelka Exploration Inc.
(“Kapelka”), an Alberta corporation, entered into a Share Purchase Option
Agreement (the “Option Agreement”) whereby Kapelka granted the Company the
exclusive right and option to purchase the one share of Orion currently
registered to Kapelka (the “Share”), which as of the date of the Option
Agreement represented 100 percent of Orion’s issued and outstanding
capital.
On
November 15, 2009, the Company and Kapelka entered into a Share Purchase Option
Amending Agreement (the “Amendment Agreement”) whereby the parties agreed to
amend the Option Agreement such that the expenditures on exploration by the
Company are to start on January 6, 2010, instead of November 15, 2009, (as
originally agreed upon).
F-17
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
The
Company’s current independent auditor is Davis Accounting Group
P.C.
On August
7, 2009, the Board of Directors of the Company dismissed Moore & Associates
Chartered, its independent registered public accounting firm. On the
same date, August 7, 2009, the accounting firm of Seale and Beers, CPA’s, LLC,
was engaged as the Company’s new independent registered public accounting
firm. The Board of Directors of the Company and the Company’s Audit
Committee approved of the dismissal of Moore & Associates Chartered and the
engagement of Seale and Beers, CPA’s, LLC, as its independent
auditor. None of the reports of Moore & Associates Chartered on
the Company’s financial statements for either of the past two fiscal years ended
August 31, 2007 or 2008 or subsequent interim periods contained an adverse
opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles, except that the Company’s
audited financial statements in its Form 10-KSB for the fiscal year ended August
31, 2008 contained a going concern qualification in the Company’s audited
financial statements.
During
the Company’s past two fiscal years ended August 31, 2007 and 2008 and the
subsequent interim periods thereto, there were no disagreements with Moore &
Associates Chartered whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Moore & Associates Chartered’s
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its report on the Company’s financial
statements.
On August
7, 2009, the Company engaged Seale and Beers, CPA’s, LLC, as its independent
registered public accounting firm. During the past two fiscal years
ended August 31, 2007 and 2008 and the interim periods preceding the engagement,
the Company has not consulted Seale and Beers, CPA’s, LLC, regarding any of the
matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.
On
September 29, 2009, the Company dismissed Seale and Beers, CPA’s, LLC, as its
independent registered public accounting firm, and engaged Davis Accounting
Group. The Board of Directors of the Company approved of the
dismissal of Seale and Beers, CPA’s, LLC, and the engagement of Davis Accounting
Group as its independent auditor.
As the
Company only engaged Seale and Beers, CPA’s, LLC, as of August 7, 2009, Seale
and Beers, CPA’s, LLC, did not issue a report on the Company's financial
statements for the fiscal years ended August 31, 2009 or August 31,
2008.
During
the Company's two most recent fiscal years and the period through September 29,
2009, there were no disagreements with Seale and Beers, CPA’s, LLC, on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Seale and Beers, CPA’s, LLC, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report. Further, there were no reportable events as described in Item
304(a)(1)(v) of Regulation S-K occurring from during the Company's two most
recent fiscal years and the period through September 29, 2009.
During
the period prior to the engagement of Davis Accounting Group, neither the
Company nor anyone on its behalf consulted Davis Accounting Group regarding the
application of accounting principles to a specific completed or contemplated
transaction, the type of audit opinion that might be rendered on the Company's
financial statements, or any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event as described in Item 304(a)(1)(v) of Regulation
S-K. Further, Davis Accounting Group has not provided written or oral
advice to the Company that was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting
issues.
9
ITEM
9A(T). CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) 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, 2009.
Annual
Report of Management on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:
1.
|
pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
company;
|
2.
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company;
and
|
10
3.
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company’s assets that
could have a material effect on the financial
statements.
|
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. All internal control
systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of
internal control, 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.
As of
August 31, 2009, management assessed the effectiveness of our internal control
over financial reporting and based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules as
more fully described below. This was due to deficiencies that existed
in the design or operation of our internal controls over financial reporting
that adversely affected our internal controls and that may be considered to be
material weaknesses.
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, 2009.
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.
Management’s
Remediation Initiatives
In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:
1.
|
we
plan to create a position to segregate duties consistent with control
objectives and plan to increase our personnel resources and technical
accounting expertise within the accounting function when funds are
available to us; and
|
11
2.
|
we
plan to appoint one or more outside directors to our board of directors
who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by
management when funds are available to
us.
|
Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.
We
anticipate that these initiatives will be at least partially, if not fully,
implemented by August 31, 2010.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal controls over financial reporting that
occurred during our fourth fiscal quarter of the period covered by this annual
report on Form 10-K that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
ITEM
9B. OTHER INFORMATION
Not
applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Directors,
Executive Officers and Significant Employees
The
following table sets forth certain information regarding the members of our
Board of Directors, executive officers and our significant employees as of
December 10, 2009:
Name
|
Age
|
Positions
and Offices Held
|
Jean
Pomerleau(1)
|
50
|
President,
CEO, CFO, Secretary, Treasurer and
Director
|
Notes:
(1)
|
Mr.
Jean Pomerleau was appointed our President, CEO, CFO, Secretary, Treasurer
and a director of the Company effective August 17,
2009.
|
Family
Relationships
There are
no family relationships between any of the Company’s directors or executive
officers.
Business
Experience
The
following is the business experience of our sole director and officer as at
December 10, 2009:
Mr. Jean (Ted) Pomerleau (age
50) is currently our President, CEO, CFO, Secretary, Treasurer and a director of
our Company. From 2007 to present, Mr. Pomerleau has been a self
employed business consultant assisting companies with mining operations and
reviewing projects for acquisition or merger as well as assisting with preparing
companies wishing to move to the public market forum. From 1999 to
2008, Mr. Pomerleau was the President of Marken Capital Corp., a private Alberta
corporation, where he
12
was
involved with coordination and implementation of international corporate
projects, carried out strategic planning, managed operations, reviewed projects
for acquisition and assisted with fundraising efforts for certain
projects. Moreover, Mr. Pomerleau assisted with reviving several
publicly traded companies by finding resource projects for them, finding
appropriate management, raising funds and locating buyers for the company or its
assets. From 1998 to 2005, Mr. Pomerleau was the Vice President of
Operations for TransAkt Corp. (OTCBB: TAKDF) which is in the VoIP business and
prior to that the wireless payment technology business. Mr.
Pomerleau’s duties at TransAkt were to manage the distribution and sales team in
North America, manage the product from the manufacturing facility in Taiwan to
distribution channels in North America and assist with financing and taking the
company public. Mr. Pomerleau received a Diploma in Drilling Fluid
Technologies from Dresser Industries Technical School in Houston, TX in 1980 and
has completed the Canadian Securities Course as well as the Canadian Mutual Fund
and Dealers Courses.
Involvement
in Certain Legal Proceedings
We are
not aware of any material legal proceedings that have occurred within the past
five years concerning any director, director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one’s participation in the
securities or banking industries, or a finding of securities or commodities law
violations.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our
directors, executive officers, and stockholders holding more than 10% of our
outstanding common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in beneficial ownership of
our common stock. Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on
review of the copies of such reports furnished to us for the period ended August
31, 2009, no Section 16(a) reports required to be filed by our executive
officers, directors and greater-than-10% stockholders were not filed on a timely
basis other than the following:
1.
|
Mr.
Jean Pomerleau failed to timely file his Form 4 with respect to his
purchase of 2,000,000 pre forward stock split shares from Mr. Richard Pak
within two days of September 9, 2009. Mr. Pomerleau’s Form 4
was filed on September 17, 2009;
and
|
2.
|
Mr.
Richard Pak failed to timely file his Form 4 with respect to his sale of
2,000,000 pre forward stock split shares to Mr. Jean Pomerleau within two
days of September 9, 2009. Mr. Pak’s Form 4 was filed on
September 22, 2009.
|
Code
of Ethics
As of
August 31, 2009, we had not adopted a Code of Ethics for Financial Executives,
which would include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.
13
Audit
Committee
We do not
have a separately-designated standing audit committee. The entire
Board of Directors performs the functions of an audit committee, but no written
charter governs the actions of the Board when performing the functions of what
would generally be performed by an audit committee. The Board
approves the selection of our independent accountants and meets and interacts
with the independent accountants to discuss issues related to financial
reporting. In addition, the Board reviews the scope and results of
the audit with the independent accountants, reviews with management and the
independent accountants our annual operating results, considers the adequacy of
our internal accounting procedures and considers other auditing and accounting
matters including fees to be paid to the independent auditor and the performance
of the independent auditor.
The
Company intends to adopt an audit committee in the future.
Nomination
Committee
At the
present time, the Company does not have a nomination committee. The
Company intends to adopt a nomination committee in the future.
When
evaluating director nominees, our directors consider the following
factors:
●
|
the
appropriate size of our Board of
Directors;
|
●
|
our
needs with respect to the particular talents and experience of our
directors;
|
●
|
the
knowledge, skills and experience of nominees, including experience in
finance, administration or public service, in light of prevailing business
conditions and the knowledge, skills and experience already possessed by
other members of the Board;
|
●
|
experience
in political affairs;
|
●
|
experience
with accounting rules and practices;
and
|
●
|
the
desire to balance the benefit of continuity with the periodic injection of
the fresh perspective provided by new Board
members.
|
Our goal
is to assemble a Board that brings together a variety of perspectives and skills
derived from high quality business and professional experience. In
doing so, the Board will also consider candidates with appropriate non-business
backgrounds.
Other
than the foregoing, there are no stated minimum criteria for director nominees,
although the Board may also consider such other factors as it may deem are in
our best interests as well as our stockholders. In addition, the
Board identifies nominees by first evaluating the current members of the Board
willing to continue in service. Current members of the Board with
skills and experience that are relevant to our business and who are willing to
continue in service are considered for re-nomination. If any member
of the Board does not wish to continue in service or if the Board decides not to
re-nominate a member for re-election, the Board then identifies the desired
skills and experience of a new nominee in light of the criteria
above. Current members of the Board are polled for suggestions as to
individuals meeting the criteria described above. The Board may also
engage in research to identify qualified individuals. To date, we
have not engaged third parties to identify or evaluate or assist in identifying
potential nominees, although we reserve the right in the future to retain a
third party search firm, if necessary. The Board does not typically
consider shareholder nominees because it believes that its current nomination
process is sufficient to identify directors who serve our best
interests.
14
ITEM
11. EXECUTIVE COMPENSATION
In this
item, “Named Executive Officer” means:
(i)
|
all
individuals serving as the Company’s principal executive officer or acting
in a similar capacity during the last completed fiscal year (“PEO”),
regardless of compensation level;
|
(ii)
|
the
Company’s two most highly compensated executive officers other than the
PEO who were serving as executive officers at the end of the last
completed fiscal year and whose total compensation exceeds $100,000;
and
|
(iii)
|
up
to two additional individuals for whom disclosure would have been provided
pursuant to paragraph (ii) but for the fact that the individual was not
serving as an executive officer of the Company at the end of the last
completed fiscal year.
|
Summary
Compensation Table
The
following table contains disclosure of all plan and non-plan compensation
awarded to, earned by, or paid to the Company’s Named Executive Officers by any
person for all services rendered in all capacities to the Company and its
subsidiaries during the Company’s fiscal years completed August 31, 2009, and
2008:
Name
and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All
other
compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Jean
Pomerleau(1)
President,
CEO, CFO,
Secretary,
Treasurer &
Director
|
2009
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Richard
Pak(2)
Former
President, CEO, CFO,
Secretary,
Treasurer &
Director
|
2009
2008
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
James Pak Former
CFO
|
2009
2008
|
-
Nil
|
-
Nil
|
-
Nil
|
-
Nil
|
-
Nil
|
-
Nil
|
-
Nil
|
-
Nil
|
15
Notes:
(1)
|
Mr.
Jean Pomerleau was appointed President, CEO, CFO, Secretary, Treasurer and
a director of the Company on August 17,
2009.
|
(2)
|
Mr.
Richard Pak resigned as our President, CEO, CFO, Secretary and Treasurer
on August 17, 2009, and resigned as a director of the Company on September
10, 2009.
|
(3)
|
Mr.
James Pak resigned as our Secretary, Treasurer, Chief Financial Officer
and as a director of the Company on May 14,
2008.
|
Narrative
Disclosure to the Summary Compensation Table
As at
August 31, 2009, we did not pay any compensation to our Named Executive
Officers. However, we reserve the right to compensate our Named
Executive Officers in the future with cash, stock, options, or some combination
of the foregoing.
Outstanding
Equity Awards at Fiscal Year-End
We did
not issue any stock options or equity incentive plan awards to our Named
Executive Officers as of the end of the Company’s fiscal year ended August 31,
2009.
Retirement
Benefits and Change of Control
Not
applicable.
Director
Compensation
The
following table discloses the compensation of the directors of the Company for
the Company’s fiscal year ended August 31, 2009 (unless already disclosed
above):
Name
|
Fees
earned
or
paid in cash
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All
other compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Jean
Pomerleau(1)
President,
CEO, CFO, Secretary,
Treasurer
& Director
|
See
Above.
|
See
Above.
|
See
Above.
|
See
Above.
|
See
Above.
|
See
Above.
|
See
Above.
|
Richard
Pak(2)
Former
President, CEO, CFO,
Secretary,
Treasurer & Director
|
See
Above.
|
See
Above.
|
See
Above.
|
See
Above.
|
See
Above.
|
See
Above.
|
See
Above.
|
Notes:
(1)
|
Mr.
Jean Pomerleau was appointed as a director of the Company on August 17,
2009.
|
(2)
|
Mr.
Richard Pak resigned as a director of the Company on September 10,
2009.
|
16
Narrative
Disclosure to the Director Compensation Table
As at
August 31, 2009, we did not pay any compensation to our
directors. However, we reserve the right to compensate our directors
in the future with cash, stock, options, or some combination of the
foregoing.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The
following table sets forth information as of December 10, 2009 (the
“Determination Date”), with respect to the Company’s directors, Named Executive
Officers, and each person who is known by the Company to own beneficially, more
than five percent (5%) of the Company’s common stock, and with respect to shares
owned beneficially by all of the Company’s directors and executive officers as a
group. common stock not outstanding but deemed beneficially owned by
virtue of the right of an individual to acquire shares within 60 days is treated
as outstanding only when determining the amount and percentage of common stock
owned by such individual. Except as noted, each person or entity has
sole voting and sole investment power with respect to the shares
shown.
As of the
Determination Date, there are 44,700,000 (post forward stock split) shares of
common stock issued and outstanding.
Name
and Address of Beneficial Owner
|
Position
|
Amount
and Nature
of
Beneficial Ownership(1)
|
Percent
of
common
stock
|
Jean
Pomerleau
|
President,
CEO, CFO, Secretary,
Treasurer
& Director
|
30,000,000
Direct
|
67.11%
|
Directors
and Officers as a group (1 person)
|
30,000,000
|
67.11%
|
Notes:
(1)
|
Beneficial
ownership of common stock has been determined for this purpose in
accordance with Rule 13d-3 under the Exchange Act, under which a person is
deemed to be the beneficial owner of securities if such person has or
shares voting power or investment power with respect to such securities,
has the right to acquire beneficial ownership within 60 days or acquires
such securities with the purpose or effect of changing or influencing the
control of the Company.
|
Change
in Control
On August
28, 2009, Mr. Richard Pak, a director of our company (and our former President,
CEO, CFO, Secretary and Treasurer), agreed to sell all of his 2,000,000 shares
(pre-forward stock split) 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.
The
closing of the foregoing stock purchase agreement took place on September 9,
2009, and as of such date, Mr. Jean Pomerleau became the owner of 2,000,000
shares (pre-forward stock split) of our common stock representing approximately
67% of our issued and outstanding common stock.
The
foregoing description of the stock purchase transaction does not purport to be
complete and is qualified in its entirety by reference to the stock purchase
agreement, which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on
September 1, 2009, and which is incorporated herein by reference.
In
connection with the closing of the forgoing stock purchase agreement, on
September 10, 2009, Mr. Richard Pak resigned as a director of our Company
for personal reasons.
17
Securities
Authorized for Issuance Under Equity Compensation Plans
The
Company does not have any securities authorized for issuance under equity
compensation plans.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
There are
no transactions, since the beginning of the Company’s fiscal year ended August
31, 2009, or any currently proposed transaction, in which the Company was or is
to be a participant and the amount involved exceeds $120,000 or one percent of
the average of the Company’s total assets at year end for the last two fiscal
years, and in which any related person had or will have a direct or indirect
material interest except as follows:
On August
28, 2009, Mr. Richard Pak, a director of our company (and our former President,
CEO, CFO, Secretary and Treasurer), agreed to sell all of his 2,000,000 shares
(pre-forward stock split) 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.
Director
Independence
As of the
date of this annual report, our common stock is traded on the OTC Bulletin
Board (the “OTCBB”). The OTCBB does not impose on us standards
relating to director independence or the makeup of committees with independent
directors, or provide definitions of independence. However, under the
definition of “Independent Director” as set forth in the NYSE AMEX Company Guide
Section 8.03A, our current sole director would not qualify as an “Independent
Director”.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
following table discloses the fees billed by our auditor in connection with the
audit of our annual financial statements for the years ended August 31, 2009,
and 2008.
Financial
Statements for Year
Ended August
|
Audit
Fees(1)
|
Audit
Related Fees(2)
|
Tax
Fees(3)
|
All
Other Fees(4)
|
2009
|
$11,000
|
$Nil
|
$Nil
|
$Nil
|
2008
|
$14,200
|
$Nil
|
$Nil
|
$Nil
|
Notes:
(1)
|
The
aggregate fees billed for the fiscal year for professional services
rendered by the principal accountant for the audit of the Company’s annual
financial statements and review of financial statements included in the
Company’s Form 10-Qs or services that are normally provided by the
accountant in connection with statutory and regulatory engagements for
that fiscal years.
|
(2)
|
The
aggregate fees billed in the fiscal year for assurance and related
services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company’s financial statements
and are not reported in Note 1.
|
(3)
|
The
aggregate fees billed in the fiscal year for professional services
rendered by the principal accountant for tax compliance, tax advice, and
tax planning.
|
(4)
|
The
aggregate fees billed in the fiscal year for the products and services
provided by the principal accountant, other than the services reported in
Notes (1), (2) and (3).
|
18
Audit
Committee’s Pre-Approval Practice
Section
10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our
auditors from performing audit services for us as well as any services not
considered to be audit services unless such services are pre-approved by our
audit committee or, in cases where no such committee exists, by our board of
directors (in lieu of an audit committee) or unless the services meet certain de
minimis standards.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENTS
Exhibits
Exhibit
No.
|
Description
of Exhibit
|
3.1(1)
|
Articles
of Incorporation
|
3.2(1)
|
Bylaws
|
3.3(2)
|
Articles
of Merger filed with the Secretary of State of Nevada on September 2,
2009, and which was effective September 23, 2009.
|
3.4(2)
|
Certificate
of Change filed with the Secretary of State of Nevada on September 2,
2009, and which was effective September 23, 2009.
|
10.1(3)
|
Stock
purchase agreement, dated August 28, 2009, by and between Mr. Richard Pak
and Mr. Jean Pomerleau.
|
10.2(4)
|
Share
Acquisition and Investment Agreement between Sara Creek Gold Corp. and
Orion Resources, N.V., dated September 30, 2009.
|
10.3(4)
|
Share
Purchase Option Agreement between Sara Creek Gold Corp. and Kapelka
Exploration Inc., dated October 5, 2009.
|
10.4(5)
|
Share
Purchase Extension Agreement between Sara Creek Gold Corp. and Orion
Resources, N.V., dated November 15, 2009.
|
10.5(5)
|
Share
Purchase Option Amending Agreement between Sara Creek Gold Corp. and
Kapelka Exploration Inc., dated November 15, 2009.
|
31.1
|
Certificate
pursuant to Rule 13a-14(a)
|
31.2
|
Certificate
pursuant to Rule 13a-14(a)
|
32.1
|
Certificate
pursuant to 18 U.S.C. Section 1350
|
32.2
|
Certificate
pursuant to 18 U.S.C. Section 1350
|
Notes:
|
|
(1)
|
Previously
filed on Form SB-2 with the SEC via EDGAR on October 22, 2007, and
incorporated herein by reference.
|
(2)
|
Previously
filed on Form 8-K with the SEC via
EDGAR on September 25, 2009, and incorporated herein by
reference.
|
(3)
|
Previously
filed on Form 8-K with the SEC via
EDGAR on September 1, 2009, and incorporated herein by
reference.
|
(4)
|
Previously
filed on Form 8-K with the SEC via
EDGAR on October 7, 2009, and incorporated herein by
reference.
|
(5)
|
Previously
filed on amended Form 8-K with the SEC via
EDGAR on November 20, 2009, and incorporated herein by
reference.
|
(6)
|
Previously
filed on Form 8-K with the SEC via
EDGAR on August 7, 2009, and incorporated herein by
reference.
|
(7)
|
Previously
filed on Form 8-K with the SEC via
EDGAR on September 30, 2009, and incorporated herein by
reference.
|
19
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 15th day
of December, 2009.
SARA
CREEK GOLD CORP.
(Registrant)
|
|
By:
/s/ Jean Pomerleau
|
|
|
|
Jean
Pomerleau
|
|
President,
CEO, CFO, Secretary, Treasurer &
Director
(principal executive officer and
principal
financial officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ Jean Pomerleau | President, CEO, CFO, Secretary, | December 15, 2009 |
Jean
Pomerleau
|
Treasurer
& Director
|
|
20
EXHIBIT
INDEX
Exhibit
#
|
Page#
|
|
31.1
|
Certificate
pursuant to Rule 13a-14(a)
|
●
|
31.2
|
Certificate
pursuant to Rule 13a-14(a)
|
●
|
32.1
|
Certificate
pursuant to 18 U.S.C. Section 1350
|
●
|
32.2
|
Certificate
pursuant to 18 U.S.C. Section 1350
|
●
|
21