UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended May 31, 2011
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 | |
(Address of principal executive offices)
89108
(Zip Code)
702-952-9677 (Registrant’s telephone number, including area code) |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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).
o Yes o No
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
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.
3,166,943 shares of common stock as of August 15, 2011.
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 | 12 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 14 |
| Item 4. Controls and Procedures | 15 |
| PART II – OTHER INFORMATION | 15 |
| Item 1. Legal Proceedings | 15 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
| Item 3. Defaults Upon Senior Securities | 15 |
| Item 4. [Removed and Reserved] | 15 |
| Item 5. Other Information | 15 |
| Item 6. Exhibits | 16 |
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.
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.
1
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
MAY 31, 2011 AND 2010
(Unaudited)
| Financial Statements- | |
| Balance Sheets as of May 31, 2011 and August 31, 2010 | 3 |
| Statements of Operations and Comprehensive (Loss) for Three and Nine Months | |
| Ended May 31, 2011 and 2010, and Cumulative from Inception | 4 |
| Statements of Stockholders’ (Deficit) for the Nine Months Ended May 31, 2011 and | |
| Cumulative from Inception | 5 |
| Statements of Cash Flows for the Nine Months Ended | |
| May 31, 2011 and 2010, and Cumulative from Inception | 6 |
| Notes to Financial Statements May 31, 2011 and 2010 | 7 |
2
| SARA CREEK GOLD CORP. | ||||||||
| (AN EXPLORATION STAGE COMPANY) | ||||||||
| BALANCE SHEETS | ||||||||
| AS OF MAY 31, 2011 AND AUGUST 31, 2010 | ||||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| May 31, | August 31, | |||||||
| 2011 | 2010 | |||||||
| Current Assets: | ||||||||
| Cash | $ | 3 | $ | 137 | ||||
| Accounts receivable- | ||||||||
| Advance - Ophir Exploration Inc. | - | 31,068 | ||||||
| Total current assets | 3 | 31,205 | ||||||
| Other Assets: | ||||||||
| Note receivable - related party - Kapelka Exploration Inc. | - | 354,156 | ||||||
| Total Assets | $ | 3 | $ | 385,361 | ||||
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable - trade | $ | 56,681 | $ | 55,041 | ||||
| Accrued liabilities | 6,397 | 3,500 | ||||||
| Short-term loan | 50,000 | 502,314 | ||||||
| Due to stockholder | 13,966 | 13,966 | ||||||
| Total current liabilities | 127,044 | 574,821 | ||||||
| Total liabilities | 127,044 | 574,821 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders' (Deficit): | ||||||||
| Common stock, par value $0.001 per share, 750,000,000 shares | ||||||||
| authorized; 3,166,943 and 1,490,000 shares issued and outstanding at | ||||||||
| May 31, 2011 and August 31, 2010, respectively | 3,167 | 1,490 | ||||||
| Additional paid-in capital | 558,926 | 57,510 | ||||||
| Accumulated other comprehensive income | 2,723 | 1,287 | ||||||
| (Deficit) accumulated during the exploration stage | (691,857 | ) | (249,747 | ) | ||||
| Total stockholders' (deficit) | (127,041 | ) | (189,460 | ) | ||||
| Total Liabilities and Stockholders' (Deficit) | $ | 3 | $ | 385,361 | ||||
The accompanying notes are
an integral part of these financial statements.
3
SARA CREEK GOLD CORP. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2011, AND 2010, AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006) THROUGH MAY 31, 2011 (Unaudited) | ||||||||||||||||||||
| Three Months Ended | Nine Months Ended | Cumulative | ||||||||||||||||||
| May 31, | May 31, | From | ||||||||||||||||||
| 2011 | 2010 | 2011 | 2010 | Inception | ||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Expenses: | ||||||||||||||||||||
| General and administrative - | ||||||||||||||||||||
| Officer compensation | - | - | - | - | 38,825 | |||||||||||||||
| �� Professional fees | 1,500 | 6,285 | 6,854 | 65,303 | 146,978 | |||||||||||||||
| Loss on settlement of debt | - | - | 430,753 | - | 430,753 | |||||||||||||||
| Filing fees | - | 985 | 1,452 | 7,505 | 15,149 | |||||||||||||||
| Office and miscellaneous | 590 | 33,219 | 2,258 | 47,713 | 59,427 | |||||||||||||||
| Total general and administrative expenses | 2,090 | 40,489 | 441,317 | 120,521 | 689,042 | |||||||||||||||
| (Loss) from Operations | (2,090 | ) | (40,489 | ) | (441,317 | ) | (120,521 | ) | (689,042 | ) | ||||||||||
| Other Income (Expense) | ||||||||||||||||||||
| Interest Income (Expenses) | - | 378 | (793 | ) | 690 | 1672 | ||||||||||||||
| Provision for Income Taxes | - | - | - | - | - | |||||||||||||||
| Net (Loss) | $ | (2,090 | ) | $ | (40,111 | ) | $ | (442,110 | ) | $ | (119,831 | ) | $ | (687,370 | ) | |||||
| Comprehensive (Loss): | ||||||||||||||||||||
| Foreign currency translation adjustment | - | 643 | 1,436 | 2,860 | 2,723 | |||||||||||||||
| Total Comprehensive (Loss) | $ | (2,090 | ) | $ | (39,468 | ) | $ | (440,674 | ) | $ | (116,971 | ) | $ | (691,857 | ) | |||||
| (Loss) Per Common Share: | ||||||||||||||||||||
| (Loss) per common share – Basic and Diluted | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.05 | ) | ||||||||
| Weighted Average Number of Common | ||||||||||||||||||||
| Shares Outstanding – Basic and Diluted | 3,166,943 | 1,490,000 | 2,390,142 | 1,490,000 | ||||||||||||||||
The accompanying notes are
an integral part of these financial statements
4
| SARA CREEK GOLD CORP. |
| (AN EXPLORATION STAGE COMPANY) |
STATEMENTS OF STOCKHOLDERS’ (DEFICIT)
FOR THE NINE MONTHS ENDED MAY 31, 2011 AND
CUMULATIVE FROM INCEPTION (JUNE 12, 2006) THROUGH MAY 31, 2011
(Unaudited)
Description | Common Stock | Discount on Common Stock | Additional Paid-in Capital | Common Stock Subscriptions Receivable | Accumulated Other Comprehensive Income | (Defict) Accumulated During the Exploration Stage | Totals | |||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||
| Balance - June 12, 2006 | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
| Common Stock subscribed by Directors | 1,000,000 | 1,000 | (20,000 | ) | 29,000 | (10,000 | ) | - | - | _ | ||||||||||||||||||||||
| Net (loss) for the period | - | - | - | - | - | - | (1,230 | ) | (1,230 | ) | ||||||||||||||||||||||
| Balance - August 31, 2006 | 1,000,000 | 1,000 | (20,000 | ) | 29,000 | (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 | 1,000,000 | 1,000, | (20,000 | ) | 29,000 | - | - | (7,085 | ) | 2,915 | ||||||||||||||||||||||
| Common Stock issued for cash | 490,000 | 490 | 20,000 | 28,510 | - | - | - | 49,000 | ||||||||||||||||||||||||
| Net (loss) for the period | - | - | - | - | - | - | (58,567 | ) | (58,567 | ) | ||||||||||||||||||||||
| Balance - August 31, 2008 | 1,490000 | 1,490 | - | 57,510 | - | - | (65,652 | ) | (6,652 | ) | ||||||||||||||||||||||
| Net (loss) for the period | - | - | - | - | - | - | (30,806 | ) | (30,806 | ) | ||||||||||||||||||||||
| Balance - August 31, 2009 | 1,490,000 | 1,490 | - | 57,510 | - | - | (96,458 | ) | (37,458 | ) | ||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | 1,287 | - | 1,287 | ||||||||||||||||||||||||
| Net (loss) for the period | - | - | - | - | - | - | (153,289 | ) | (153,289 | ) | ||||||||||||||||||||||
| Balance - August 31, 2010 | 1,490,000 | 1,490 | - | 57,510 | - | 1,287 | (249,747 | ) | (189,460 | ) | ||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | 1,436 | - | 1,436 | ||||||||||||||||||||||||
| Net (loss) for the period | - | - | - | - | - | (442,110 | ) | (442,110 | ) | |||||||||||||||||||||||
| Shares issued on debt settlement | 1,676,967 | 1,677 | - | 501,416 | - | - | - | 503,093 | ||||||||||||||||||||||||
| Balance – May 31, 2011 | 3,166,967 | $ | 3,167 | - | $ | 558,926 | - | 2,643 | (691,857 | ) | (127,041 | ) | ||||||||||||||||||||
On February 8, 2011 the capital stock of the Company was reverse split on a 30 to 1 basis.
The accompanying notes are an integral part of these financial statements
5
SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MAY 31, 2011 AND 2010
AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006)
THROUGH MAY 31, 2011
(Unaudited)
| Nine Months Ended | Cumulative | |||||||||||
| May 31, | From | |||||||||||
| 2011 | 2010 | Inception | ||||||||||
| Operating Activities: | ||||||||||||
| Net (loss) | $ | (442,110 | ) | $ | (119,831 | ) | $ | (691,857 | ) | |||
| Adjustments to reconcile net (loss) to net cash | ||||||||||||
| (used in) operating activities: | ||||||||||||
| Loss on settlement of debt | 430,753 | - | $ | 430,753 | ||||||||
| Changes in operating assets and liabilities- | ||||||||||||
| Prepaid expenses | - | 1,113 | - | |||||||||
| Accounts payable | 1,640 | 51,746 | 56,681 | |||||||||
| Accrued liabilities | 2,897 | 20,620 | 6,397 | |||||||||
| Net Cash (Used in) Operating Activities | 6,820 | 89,818 | 198,026 | |||||||||
| Investing Activities: | ||||||||||||
| Advance - Ophir Exploration Inc. | 1,156 | 30,690 | 29,912 | |||||||||
| Note receivable - Related party - Kapelka Exploration Inc. | 60,905 | 292,184 | 415,061 | |||||||||
| Net Cash (Used in) Investing Activities | 59,749 | 322,874 | 444,973 | |||||||||
| Financing Activities: | ||||||||||||
| Proceeds from stockholder loan | - | 401,783 | 537,635 | |||||||||
| Payments on stockholder loan | - | - | 21,355 | |||||||||
| Proceed from short term loan | 65,000 | - | 65,000 | |||||||||
| Issuance of common stock for cash | - | - | 59,000 | |||||||||
| Net Cash Provided by Financing Activities | 65,000 | 401,783 | 640,280 | |||||||||
| Effect of Exchange Rate Changes on Cash | 1,435 | 2,860 | 2,722 | |||||||||
| Net (Decrease) Increase in Cash | 134 | 8,049 | 3 | |||||||||
| Cash - Beginning of Period | 137 | 9,394 | - | |||||||||
| Cash - End of Period | $ | 3 | $ | 1,345 | $ | 3 | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||
| Cash paid during the period for: | ||||||||||||
| Interest | $ | - | $ | - | $ | - | ||||||
| Income taxes | $ | - | $ | - | $ | - | ||||||
Shares issued on debt settlement | $ | 503,093 | $ | - | $ | 503,093 | ||||||
The accompanying notes are an integral
part of these financial statements
6
SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2011 AND 2010
(Unaudited)
(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.
Unaudited Interim Financial Statements
The interim financial statements of the Company as of May 31, 2011, and August 31, 2010, and for the three and nine months ended May 31, 2011 and 2010, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as May 31, 2011, and August 31, 2010, and the results of its operations and its cash flows for the three months ended May 31, 2011 and 2010, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending August 31, 2011. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. Refer to the Company’s unaudited financial statements as of August 31, 2010, included in the form 10-K, as amended, filed on April 13, 2011 with the SEC, for additional information, including significant accounting policies.
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.
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.
7
SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2011 AND 2010
(Unaudited)
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 May 31, 2011, and August 31, 2010, the carrying value of financial instruments approximated fair value due to the short-term nature and maturity of these instruments.
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 May 31, 2011, and August 31, 2010, and expenses for the three and nine month periods ended May 31, 2011 and 2010, and cumulative from inception. Actual results could differ from those estimates made by management.
(2) Going Concern
The Company limited operations and is looking for opportunities with in the mining industry. 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 $691,857 as of May 31, 2011. 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.
8
SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2011 AND 2010
(Unaudited)
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.
(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 February 8, 2011, the Company affected a 30 for 1 reverse stock split of its authorized, issued, and outstanding common stock. As a result, the authorized capital of the Company 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 reverse stock split.
On January 5, 2011, the Company converted the outstanding convertible debt of $503,093 for 1,676,967 post-stock split shares 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.
On June 12, 2006, the Company issued 30,000,000 shares of its common stock (post forward and pre-reverse 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 and pre-reverse 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 and pre-reverse 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.
9
SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2011 AND 2010
(Unaudited)
(4) Income Taxes
The provision (benefit) for income taxes for the three months ended May 31, 2011 and 2010, were as follows (assuming a 15 percent effective income tax rate):
| 2011 | 2010 | |||||||
| Current Tax Provision: | ||||||||
| Federal- | ||||||||
| Taxable income | $ | - | $ | - | ||||
| Total current tax provision | $ | - | $ | - | ||||
| Deferred Tax Provision: | ||||||||
| Federal- | ||||||||
| Loss carryforwards | $ | 43 | $ | 7,037 | ||||
| Change in valuation allowance | (43 | ) | (7,037 | ) | ||||
| Total deferred tax provision | $ | - | $ | - | ||||
The Company had deferred income tax assets as of May 31, 2011 and August 31, 2010, as follows:
| 2010 | 2009 | |||||||
| Loss carryforwards | $ | 37,505 | $ | 37,462 | ||||
| Less - Valuation allowance | (37,505 | ) | (37,462 | ) | ||||
| Total net deferred tax assets | $ | - | $ | - | ||||
The Company had net operating loss carryforwards for income tax reporting purposes of $37,505 and $37,462 as of May 31, 2011 and August 31, 2010, 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) Material Agreements
All of the previous agreements that have been stated in the financial statements to date have expired and currently the Company has no material agreements.
(6) Related Party Transactions
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.
As of February 28,2011 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.
10
SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2011 AND 2010
(Unaudited)
(7) Short-term loan
On November 18, 2010 the Company entered into an unsecured promissory note. The note is $50,000 and has interest of 10% per annum. The due date of the loan is December 31, 2011.
(8) Advances
On January 28, 2011, the Company and Ophir mutually agreed to write off the advance in the amount of $29,913 to Ophir as the Company was not interested in pursuing the project any further.
(9) Note Receivable
On January 20, 2011, the Company and Kapelka mutually agreed to write off the loan in the amount of $400,841 to Kapelka since the Company was unable to perform under the terms of the purchase agreement after being granted numerous extensions.
(10) 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 financial statements.
(11) Subsequent Events
On August 25, 2011 the Company entered into an unsecured promissory note. The note is $5,000 and has interest of 10% per annum. The due date of the loan is August 24, 2011.
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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.
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 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.
The company could not raise the capital required to fund the Ophir Exploration commitments and therefore had to cancel the agreement on a mutual basis with the Companies.
On January 20, 2011 the board of directors determined that the current outstanding capital that was forwarded to Kapelka Exploration Inc that was part of the option and share agreements was to be written off as it had caused certain damage to Kapelka and Orion for its inability to close on the agreements. Both Orion and Kapelka where under agreements for over 2 years and this resulted in both Kapelka and Orion having missed opportunities for other potential deals.
On January 28, 2011 the Board of Directors determined that the current outstanding capital that was forwarded to Ophir Exploration that was part of the purchase agreement was to be written off as it had caused certain damage to Ophir Exploration for its inability to close on the agreements. Ophir Exploration could not entertain any other potential investors well it was bound by the Company. These agreements where extended and could not be closed by the Company as a result this delay and caused damage to Ophir for missed opportunities for other potential deals.
On February 8, 2011, the Company affected a 30 for 1 reverse stock split of its authorized, issued, and outstanding common stock. As a result, the authorized capital of the Company 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 reverse stock split, correspondingly our issued and outstanding capital decreased from 44,700,000 shares of common stock to 3,166,967 shares of common stock.
The reverse stock split became effective with FINRA's Over-the-Counter Bulletin Board (the “OTCBB”) at the opening for trading on February 8, 2011, under the new stock symbol "SCGC". Our CUSIP number is 80310R 107.
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We currently are a shell company and have not completed on any business as of this date and have not generated any revenue to date.
Our Business
The company has been restructuring after its inability to close on any of the previous agreements that it had entered into in the past 2 years. The company could not secure sufficient financing to exercise on any of the previous agreements. As of May 31, 2011 the company has no agreements with any companies and is currently looking for projects as well as possible financings. The company hopes to identify a project in the not to distant future. However it will only be able to enter into an agreement if the funding can be secured in conjunction with a proposed project.
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:
| 1. | to raise sufficient private placement equity financing in order to acquire a mining concession with significant upside potential; |
| 2. | to successfully develop an acquired concession; and |
| 3. | to build a significant proven gold reserve base through acquisitions, joint ventures and/or partnerships. |
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.
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Liquidity and Capital Resources
Our financial statements at August 31, 2010 and May 31, 2011 have included language regarding our going concern. 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. Additional explanation of our ability to continue as a going concern is contained elsewhere in this report in the Notes to Financial Statements.
As of November 30, 2010, we had received $566,909 in loans from non-related parties, which loans are non-interest bearing and have no terms of repayment. These loans have been converted to shares during the quarter and resulted in an increase in our total outstanding.
As of May 31, 2011, the Company had total current assets of $3, including cash resources of $3, with total current liabilities of $127,044 providing the Company with a working capital deficit of $127,041 compared with a working capital deficit of $543,616 as of August 31, 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 May 31, 2011, Versus Three Month Period Ended May 31, 2010
General and administrative fees: General and administrative expenses were $2,090 and $ 40,489 for the three months ended May 31, 2011, and 2010, respectively. This decrease was due primarily to the company having no operations during the period ended May 31, 2011. A decrease in professional fees to $1,500 for the three month period ended May 31, 2011 from $6,285 for the same period from the prior year.
Net Loss: Net loss was $2,090 and $40,111 for the three months ended May 31, 2011, and 2010, respectively.
Nine Month Period Ended May 31, 2011, Versus Nine Month Period Ended May 31, 2010
General and administrative fees: General and administrative expenses were $441,317 and $120,521 for the nine months ended May 31, 2011, and 2010, respectively. This increase was primarily due from the loss on debt settlement of $430,753 during the nine months ended May 31, 2011. A decrease in professional fees to $6,584 for the nine month period ended May 31, 2011 from $65,303 for the same period from the prior year.
Net Loss: Net loss was $442,110 and $119,831 for the nine months ended May 31, 2011, and 2010, respectively. This increase in net loss resulted primarily from the loss on debt settlement of $430,753 during the nine months ended May 31, 2011.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
ITEM 3. 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.
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ITEM 4. 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, 2011.
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. [REMOVED AND RESERVED]
ITEM 5. OTHER INFORMATION
On July 18, 2011, the Board of Directors of the Company appointed Kristian Andresen as Chief Executive and Financial Officer of the Company. Additionally, the Board of Directors appointed Mr. Andresen to serve as director of the Company, filling a vacancy on the Board.
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Mr. Andresen, age 42, has served as Chairman and Corporate Secretary of Respect Your universe, Inc. since 2009. Additionally, he has served as principal of Transmission Films, Inc. since 2007.
In Cnenction with Mr. Andresen’s appointments, on July 19, 2011, Jean Ted Pomerleu resigned from all officer positions and his director position with the Company.
ITEM 6. EXHIBITS
| (a) | Exhibit List | |
| 31.1 | Certificate pursuant to Rule 13a-14(a) | |
| 32.1 | Certificate pursuant to 18 U.S.C. §1350 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SARA CREEK GOLD CORP. (Registrant) | |
| Date: September 12, 2011 | By:/s/ Kristian Andresen |
| Kristian Andresen | |
| Chief Executive Officer | |
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