Attached files
| file | filename |
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| EX-32 - HAWKER ENERGY, INC. | exhibit32.htm |
| EX-31 - HAWKER ENERGY, INC. | exhibit31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended November 3, 2010
or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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Nevada
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98-0511130
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5348 Vegas Drive, #236
Las Vegas, NV
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(Address of principal executive offices)
89108
(Zip Code)
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702-952-9677
(Registrant’s telephone number, including area code)
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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 [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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).
[ ] Yes [ ] No
[Missing Graphic Reference]
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 [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (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 [ ] No
APPLICABLE ONLY TO ISSUERS 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.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
95,009,300 shares of common stock as of January 12, 2010.
TABLE OF CONTENTS
USE OF NAMES ......................................................................................................................................................... 1
FORWARD-LOOKING STATEMENTS ................................................................................................................... 1
PART I – FINANCIAL INFORMATION ................................................................................................................... 2
Item1. Financial Statements ......................................................................................................................................... 2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation ............... 3
Item 3. Quantitative and Qualitative Disclosures About Market Risk ................................................................... 5
Item 4T. Controls and Procedures .............................................................................................................................. 5
PART II – OTHER INFORMATION .......................................................................................................................... 6
Item 1. Legal Proceedings ............................................................................................................................................ 6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ….............................................................. 6
Item 3. Defaults Upon Senior ……………….............................................................................................................. 6
Item 4. Submission of Matters to a Vote of Security Holders ……........................................................................ 6
Item 5. Other Information ............................................................................................................................................. 6
Item 6. Exhibits .............................................................................................................................................................. 7
USE OF NAMES
In this Quarterly Report, the terms “Sara Creek,” “Company,” “we,” or “our,” unless the context otherwise requires, mean Sara Creek Gold Corp. and its subsidiaries, if any.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 Quarterly 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 periodic 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:
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·
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dependence on key personnel;
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·
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competitive factors;
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·
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the operation of our business; and
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·
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general economic conditions in the United States and Suriname.
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This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.
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 periodic report.
ITEM 1. FINANCIAL STATEMENTS
SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
NOVEMBER 30, 2010, AND 2009
(Unaudited)
Financial Statements-
Balance Sheets as of November 30, 2010 and August 31, 2010 F-2
Statements of Operations and Comprehensive (Loss) for the Three Months
Ended November 30, 2010, and 2009, and Cumulative from Inception F-3
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Statements of Cash Flows for the Nine Months Ended
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November 30, 2010, and 2009, and Cumulative from Inception F-4
Notes to Financial Statements November 30, 2010, and 2009 F-5
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
AS OF NOVEMBER 30, 2010, AND AUGUST 31, 2010
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ASSETS
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November
2010
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August
2010
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Current Assets
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||
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Cash
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$ 2,019
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$ 137
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Prepaid expenses
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,
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Accounts receivable
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Advance- Ophir Exploration Inc
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31,443
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31,068
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Total current assets
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33,462
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31,205
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Other Assets:
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Note receivable- Related Party- Kapelka Exploration Inc
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400,840
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354,156
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Total Assets
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$ 434,302
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$ 385,361
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
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Current Liabilities
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Accounts payable
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$ 54,131
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$ 55,041
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Accrued liabilities
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1,500
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3,500
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Short term loan
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553,093
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502,314
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Due to stockholder
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13,966
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13,966
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Total current liabilities
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622,690
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574,821
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Total Liabilities
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622,690
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574,821
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Commitments and Contingencies
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Stockholders` (Deficit)
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Common stock par value $0.001 per share; 750,000,000 authorized;
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44,700,000 issued and outstanding on November 30, 2009 and August 31, 2009
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44,700
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44,700
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Additional paid in capital
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14,300
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14,300
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Accumulated other income
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2,643
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1,287
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(Deficit) accumulated during the exploration stage
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(250,031)
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( 249,747)
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Total stockholders’ (deficit)
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( 188,388)
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( 189,460)
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Total Liabilities and Stockholders’ (Deficit)
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$ 434,302
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$ 385,361
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The accompanying notes are an integral part of these financial statements
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
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STATEMENTS OF OPERATIONS
FOR THE 3 MONTHS ENDED NOVEMBER 30, 2010, AND 2009 AND
CUMULATIVE FROM INCEPTION (JUNE 12, 2006) THROUGH NOVEMBER 30, 2010
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3 Months Ended
November 30,
2010
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3 Months Ended
November 30,
2010
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Cumulative
From
Inception
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Revenues
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$ -
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$ -
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$ -
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Expenses:
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General and administrative expenses-
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Officer compensation
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-
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36,340
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38,825
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Professional fees
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-
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3,179
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141,124
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Office and miscellaneous
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658
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3,401
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57,827
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Filing fees
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-
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2,863
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13,697
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Total general and administrative expenses
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658
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45,783
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251,473
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(Loss) from Operations
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(658)
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(45,783)
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(251,473)
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Other Income (Expense)
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-
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-
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-
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Interest Income
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374
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1,442
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Provision for Income Taxes
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-
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-
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-
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Net (Loss)
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$ ( 284)
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$ (45.783)
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$ (250,031)
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Comperhensive (Loss)
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Foreign currency translation adjustment
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1,356
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2,643
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Total Comprehensive Income (Loss)
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1,072
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(247,388)
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(Loss) Per Common Share:
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(Loss) per common share – Basic and Diluted
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$ (0.00)
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$ (0.00)
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Weighted Average Number of Common Shares
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Outstanding – Basic and Diluted
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44,700,000
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44,700,000
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The accompanying notes are an integral part of these financial statement
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
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STATEMENTS OF STOCKHOLDERS (DEFICIT) (NOTE2)
FOR THE 3 MONTHS ENDED NOVEMBER 30, 2010, AND 2009 AND
CUMULATIVE FROM INCEPTION (JUNE 12, 2006) THROUGH NOVEMBER 30, 2010
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Description
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Common Stock
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Discount on Common Stock
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Additional Paid-in capital
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Common Stock Subscriptions Receivable
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Accumulated Other Comprehensive Income
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(Defict) Accumulated During the Exploration Stage
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Totals
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Shares
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Amount
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||||||||||
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Balance - June 12,2006
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-
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$ -
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$ -
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S -
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$ -
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$ -
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$ -
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$ -
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Common Stock subscribed by Directors
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30,000,000
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30,000
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(20,000)
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-
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(10,000)
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-
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-
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_
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Net (loss) for the period
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-
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-
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-
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-
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-
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-
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(1,230)
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(1,230)
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Balance - August 31,2006
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30,000,000
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30,000
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(20,000)
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-
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(10,000)
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-
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(1,230)
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(1,230)
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Payment on common stock subscribed by Directors
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-
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-
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-
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-
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10,000
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-
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-
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10,000
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Net (loss) for the period
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-
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-
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-
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-
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-
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-
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(5,855)
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(5,855)
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Balance - August 31,2007
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30,000,000
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30,000,
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(20,000)
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-
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-
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-
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(7,085)
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2,915
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Common Stock issued for cash
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14,700,000
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14,700
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20,000
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14,300
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-
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-
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-
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49,000
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Net (loss) for the period
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-
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-
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-
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-
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-
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-
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(58,567)
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(58,567)
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Balance - August 31,2008
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44,700,000
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44,700
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-
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14,300
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-
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-
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(65,652)
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(6,652)
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Net (loss) for the period
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-
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-
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-
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-
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-
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-
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(30,806)
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(30,806)
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Balance - August 31,2009
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44,700,000
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44,700
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-
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14,300
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-
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-
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(96,458)
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(37,458)
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|||
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Foreign currency translation
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-
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-
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-
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-
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-
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1,287
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-
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1,287
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|||
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Net (loss) for the period
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-
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-
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-
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-
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-
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-
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(153,289)
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(153,289)
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Balance - August 31,2010
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44,700,000
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44,700
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-
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14,300
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-
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1,287
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(249,747)
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(189,460)
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|||
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Foreign currency translation
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-
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-
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-
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-
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-
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1,356
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1.356
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||||
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Net (loss) for the period
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-
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-
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(284)
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(284)
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Balance - November 30,2010
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44,700,000
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44,700
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2,643
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(250,031)
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(188,388)
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The accompanying notes are an integral part of these financial statements
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2010 AND 2009 AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006) THROUGH NOVEMBER 30, 2009
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3 months ended
November 30
2010
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3 months ended
November 30
2010
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Cumulative
From
Inception
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Operating Activities
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|||
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Net (loss)
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$ (284)
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$ (45,783)
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$ (250,031)
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Adjustments to reconcile net (loss) to net cash
|
|||
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(used in) operating activities:
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Changes in operating assets and liabilities
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Prepaid expenses
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-
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-
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-
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Accounts payable - Trade
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(910)
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608
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54,131
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Accrued liabilities
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(2,000)
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34,448
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1,500
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Net Cash (Used in) Operating Activities
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(3,194)
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(10727)
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(194,400)
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Investing Activities:
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Advance - Ophir Exploration Inc.
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(375)
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(31,443)
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Note recievable - Related party- Kapelka Exploration Inc.
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(46,684)
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(400,840)
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Net Cash Provided by Investing Activities
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(47,059)
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(432,283)
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Financing Activities:
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Proceeds from stockholder loan
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50,779
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-
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588,414
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Payments on stockholder loan
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-
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-
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(21,355)
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Issuance of common stock for cash
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-
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-
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59,000
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Net Cash Provided by Financing Activities
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50,779
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11,803
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626,059
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Effect of Exchange Rate Changes on Cash
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1,356
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2,643
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Net Increase (Decrease) in Cash
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1,882
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1,076
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2,019
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Cash – Beginning of Period
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137
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228
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-
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Cash – End of Period
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$2,019
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$ 1,304
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$ 2,019
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Supplemental Disclosure of Cash Flow Information
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Cash paid during the period for:
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Interest
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$ -
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$ -
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$ -
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Income taxes
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$ -
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$ -
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$ -
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The accompanying notes are an integral part of these financial statements
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010
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(1) Summary of Significant Accounting Policies
General Organization and Business
Sara Creek Gold Corp. (“the Company” and “Sara Creek”) 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.
Foreign Currency Translation
Sara Creek accounts for foreign currency translation pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, “Foreign Currency Translation.” Under FASB ASC 830, all assets and liabilities are translated into United States dollars using the current exchange rate at the end of each fiscal period. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. Translation adjustments are included in other comprehensive income (loss) for the period.
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.
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010
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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, 2010, and 2009.
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 FASB ASC 740, “Income Taxes.” Under FASB ASC
740, 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, 2010, and 2009, the carrying value of financial instruments approximated fair value due to the short-term nature and maturity of these instruments.
As of November 30, 2010, the Company maintained its cash account at one commercial bank and in a lawyer’s trust account at a commercial bank. The account of the Company 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 period ended November 30, 2009, the review and evaluation of subsequent events for proper accrual and disclosure was completed through January14, 2010, which was the date the financial statements were available to be issued.
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010
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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, 2010, and 2009, and expenses for the years ended August 31, 2010, and 2009, 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. The Company’s activities to date have been supported by equity financing and loans. It has sustained losses in all previous reporting periods with a cumulative net loss since inception of $250,031 as of November 30, 2010. 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.
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 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.
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SARA CREEK GOLD CORP.
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|
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010
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(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.
On September 23, 2009, the Company affected 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 affect 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) Material Agreements
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 amounting to 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 was extended to December 31, 2009, or such other date as agreed to by the Company and Orion. Since the closing of the Investment Agreement was not going to occur on or before December 31, 2009, the Company and Orion entered into a Share Purchase Extension #2 Agreement dated December 30, 2009 (the “Second Extension Agreement”), whereby the closing date of the Investment Agreement was extended to February 1, 2010, or such other date as agreed to by the Company and Orion. On February 1, 2010, the Agreement expired.
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. 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:
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010
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(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.
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). Furthermore, on December 30, 2009, the Company and Kapelka entered into a Share Purchase Option Amending Agreement #2 (the “Amendment Agreement #2”), whereby the parties agreed to amend the Option Agreement such that the expenditures on exploration by the Company are to start on February 1, 2010, instead of January 6, 2010. The Share Purchase Option Agreement and related Amending Agreements all expired unexercised.
On December 30, 2009, the Company and Kapelka entered into a Share Purchase Option Amending Agreement #2 (the “Amendment Agreement #2”), whereby the parties agreed to amend the Option Agreement such that the expenditures on exploration by the Company are to start on February 1, 2010, instead of January 6, 2010.
On January 20, 2010, the Company entered into a Loan Agreement with Kapelka. Under the terms of the Loan Agreement the Company agreed to provide Kapelka with a loan of up to $500,000 for general corporate purposes. Any funds advanced under the loan facility must be repaid by no later than December 31, 2015. Kapelka in its sole discretion may repay the loan by issuing the Company shares in Kapelka at $1.00 per share. The loan is non-interest bearing. As of August 31, 2010, $354,156 has been advanced to Kapelka.
On February 3, 2010, the Company entered into a Memorandum of Understanding with Ophir Exploration Inc. (“Ophir”) and its shareholders for the purchase of all of the issued and outstanding shares of Ophir. Ophir holds a lease and option agreement whereby it can earn up to a 100% interest in the Marpa Hill project in Suriname. In order to obtain all of the issued and outstanding shares of Ophir, the Company must issue Ophir shareholders a total of 100,000 shares. The closing was scheduled for March 1, 2010 however it has been extended until the Company completes satisfactory due diligence. The Company advanced Ophir $30,000 by way of an interest-bearing loan, which is repayable if the acquisition does not close. Interest is 5 percent per annum. As of August 31, 2010, the balance due from Ophir is $31,068 including interest of $1,068, respectively.
(5) Related Party Transactions
As of November 30, 2010, and 2009, there was a balance owed to a stockholder of the Company in the amount of $13,966. 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.
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010
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(6) Unrelated Party Transactions
As of November 30, 2010, and November 30, 2009, there was a balance owed to unrelated parties in the amount of $553,093, and $0, respectively. This balance is unsecured, non-interest bearing, and is due upon demand.
(7) Recent Accounting Pronouncements
Effective July 1, 2009, the Company adopted FASB ASC Topic 105-10, “Generally Accepted Accounting Principles – Overall” (“Topic 105-10”). Topic 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU’s”). The FASB will not consider ASU’s as authoritative in their own right. ASU’s will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.
In January 2010, the FASB issued ASU 2010-06, "Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-06 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.
In February 2010, the FASB issued ASU No. 2010-09, "Amendments to Certain Recognition and Disclosure Requirements,” which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. ASC No. 2010-09 is effective for its fiscal quarter beginning after December 15, 2010. The adoption of ASC No. 2010-06 will not have a material impact on the Company's financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010
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In June 2009, the FASB issued SFAS No. 167 (not yet reflected in FASB Accounting Standards Codification (ASC)), a revision to FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, and will change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. Under SFAS No. 167, determining whether a company is required to consolidate an entity will be based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. SFAS 167 is effective at the start of a company's first fiscal year beginning after November 15, 2009for companies reporting earnings on a calendar-year basis. The adoption of this statement does not have a material impact on the Company's financial statements.
In June 2009, the FASB issued FASB 105-10 (formerly SFAS No. 168), The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting. SFAS 168 represents the last numbered standard to be issued by FASB under the old (pre-Codification) numbering system, and amends the GAAP hierarchy. On July 1, FASB launched new FASB's Codification known as the FASB Accounting Standards Codification TM. The Codification will supersede existing GAAP for nongovernmental entities; governmental entities will continue to follow standards issued by FASB's sister organization, the Governmental Accounting Standards Board (GASB). This statement is effective for financial statements issued for interim and annual period ending after September 15, 2009. The Company is in the process of evaluating the effect of the adoption of SFAS No. 168 will have on the Company's Financial Statements.
In August, 2009, the FASB issued Accounting Standard Update No. 2009-05 ("ASU 2009-05") to provide guidance on measuring the fair value of liabilities under FASB ASC 820 (formerly SFAS 157, "Fair Value Measurements"). The Company is required to adopt ASU 2009-05 in the first quarter of fiscal 2010. It is expected the adoption of this Update will have no material effect on the Company's Financial Statements.
In October 2009, the FASB concurrently issued the following ASC Updates:
ASU No. 2009-14 - Software (ASC Topic 985): Certain Revenue Arrangements That Include Software Elements (formerly EITF Issue No. 09-3). This standard removes tangible products from the scope of software revenue recognition guidance and also provides guidance on determining whether software deliverables in an arrangement that includes a tangible product, such as embedded software, are within the scope of the software revenue guidance.
ASU No. 2009-13 - Revenue Recognition (ASC Topic 605): Multiple- Deliverable Revenue Arrangements (formerly EITF Issue No. 08-1). This standard modifies the revenue recognition guidance for arrangements that involve the delivery of multiple elements, such as product, software, services or support, to a customer at different times as part of a single revenue generating transaction. This standard provides principles and application guidance to determine whether multiple deliverables exist, how the individual deliverables should be separated and how to allocate the revenue in the arrangement among those separate deliverables. The standard also expands the disclosure requirements for multiple deliverable revenue arrangements.
These Accounting Standards Updates should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt these standards on a retrospective basis, but both these standards must
be adopted in the same period using the same transition method. The Company expects to apply this standard on a prospective basis for revenue arrangements entered into or materially modified beginning January 1, 2011. The Company is currently evaluating the potential impact these standards may have on its financial position and results
of operations.
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SARA CREEK GOLD CORP.
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(FORMERLY UVENTUS TECHNOLOGIES CORP.)
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(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010
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(8) Subsequent events
On January 5, 2011 the Company converted the outstanding debt of $503,093.00 for 50,309,300 shares in the Company.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this Quarterly 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 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 increased 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 an exploration stage company, and have not generated any revenue to date.
Our Business
On September 23, 2009, we decided to change the direction of our business from an online e-book publishing 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 percent 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 was to be appointed as a Director of Orion. The Investment Agreement was scheduled to close on February 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 February 15, 2009, the Company and Orion entered into a Share Purchase Extension Agreement dated February 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 February 20, 2009, and which is incorporated herein by reference.
Since the closing of the Investment Agreement was not going to occur on or before December 31, 2009, the Company and Orion entered into a Share Purchase Extension #2 Agreement dated December 30, 2009 (the “Second Extension Agreement”), whereby the closing date of the Investment Agreement was extended to February 1, 2010, or such other date as agreed to by the Company and Orion.
The foregoing description of the Second Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Extension Agreement, which was attached as Exhibit 10.1 to the Company’s Form 10-Q filed on January 19, 2010, and which is incorporated herein by reference.
Orion is a mineral 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.
The Second Extension Agreement expired and has not been renewed.
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. 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:
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(i)
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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 Expenditures 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 February 15, 2009); and
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(ii)
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issuing to Kapelka’s shareholders in the 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.
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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 February 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 were 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 February 20, 2009, and which is incorporated herein by reference.
On December 30, 2009, the Company and Kapelka entered into a Share Purchase Option Amending Agreement #2 (the “Amendment Agreement #2”) whereby the parties agreed to amend the Option Agreement such that the expenditures on exploration by us was to start on February 1, 2010, instead of January 6, 2010.
The foregoing description of the Amendment Agreement #2 does not purport to be complete and is qualified in its entirety by reference to the Amendment Agreement #2, which was attached as Exhibit 10.2 to the Company’s Form 10-Q filed on January 19, 2010, and which is incorporated herein by reference.
The Amendment Agreement #2 expired and we then entered into a Loan Agreement with Kapelka in order to continue to allow ourselves to work towards a future agreement. Under the terms of the Loan Agreement we agreed to provide Kapelka with a loan of up to $500,000 for general corporate purposes. Any funds advanced under the loan facility must be repaid by no later than December 31, 2015. Kapelka in its sole discretion may repay the loan by issuing us shares in Kapelka at the price of $1.00 per share. The loan is non-interest bearing. As of May 31, 2010, $292,185 has been advanced to Kapelka.
On February 3, 2010 we entered into a Memorandum of Understanding with Ophir Exploration Inc. (“Ophir”) and its shareholders for the purchase of all of the issued and outstanding shares of Ophir. Ophir holds a lease and option agreement whereby it can earn up to a 100 percent interest in the Marpa Hill project in Suriname. In order to obtain all of the issued and outstanding shares of Ophir, we had to issue Ophir shareholders a total of 100,000 shares of our common stock. The closing was scheduled for March 1, 2010; however, it was extended until by mutual consent we terminated the Memorandum of Understanding with Ophir. We advanced Ophir $30,000 by way of an interest bearing loan which is repayable. Interest accrues on this loan at the rate of 5 percent per annum.
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 ore 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.
We continue to identify strategic acquisitions of additional concession rights to ensure progress towards achieving future growth objectives.
Objectives
We have the following objectives:
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1.
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to raise sufficient private placement equity financing in order to acquire a mining concession with significant upside potential;
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2.
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to successfully develop an acquired concession; and
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3.
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to build a significant proven gold reserve base through acquisitions, joint ventures and/or partnerships.
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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 exploration stage of our business and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the implementation of our plan of operations, and possible cost overruns due to price and cost increases in services.
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 on our financial statements for the period ended November 30, 2010. 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.
As of November 30, 2010, we have received $400,988 in loans from a non-related party, which loans are non-interest bearing and have no terms of repayment.
As of November 30, 2010, the Company had total current assets of $33,462 including cash resources of $2,019, and advances to related party of $31,443, with total current liabilities of $622,690, providing the Company with a working capital deficit of $589,228 compared with a working capital deficit of $543,616 as of November 30, 2010.
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
Three Month Period Ended November 30, 2010, Versus Three Month Period Ended November 3, 2009
General and administrative fees: General and administrative expenses were $658 and $ 45,783 for the three (3) months ended November 30, 2010, and 2009, respectively. This decrease was due primarily to the decrease in officer compensation during the three month period ended November 30, 2010 to nil compared to $36,340 for the same period from the prior year, a decrease in professional fees to nil for the three month period ended November 30, 2010, from $3,179 for the same period from the prior year, a decrease in office and miscellaneous expenses to $658 for the current period from $3,401 from the period from the prior year and a decrease in filing fees to nil for the current period from $2,863 for the same period from the prior year.
Net Loss: Net loss was $284 and $45,783 for the three months ended November 30, 2010, and 2009, respectively. This decrease in net loss resulted primarily from the decrease in officer’s compensation, professional fees, office and miscellaneous expenses and filing fees during the three months ended November 30, 2010.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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 4T. 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 May 31, 2010.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter of the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active, or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. In addition, there are no proceedings in which any of our Directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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(a)
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Exhibit List
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31.1
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Certificate pursuant to Rule 13a-14(a)
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32.1
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Certificate pursuant to 18 U.S.C. §1350
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SARA CREEK GOLD CORP.
(Registrant)
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Date: January 19, 2011
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By:/s/ Jean Pomerleau
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Jean Pomerleau
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President, CEO, CFO, Secretary, Treasurer & Director
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(principal executive officer and principal financial officer)
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