HAWKER ENERGY, INC. - FORM 10-K

Attached files

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EX-31.1 - HAWKER ENERGY, INC.	exhibit31.htm
EX-32.1 - HAWKER ENERGY, INC.	exhibit32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended August 31, 2010.

[ ]	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)

Securities registered under Section 12 (b) of the Act: None

Securities registered under Section 12 (g) of the Act: $0.001 par value common stock.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[ ] Yes [ ] No*

*The registrant has not yet been phased into the interactive data requirements.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As at November 30,2010 – 14,700,000 shares of common stock X $0.13 = $1,911,000

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

[ ] Yes [ ] No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

44,700,000 shares of common stock as of August 31, 2010.

Table of Contents

USE OF NAMES			1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			1

PART I			2
	Item 1. Business		5
	Item 1A. Risk Factors		5
	Item 2. Properties		5
	Item 3. Legal Proceeding		5

PART II			5
	Item 5. Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		5
	Item 6. Selected Financial Data		6
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk		9
	Item 8. Financial Statements and Supplementary Data		9
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		11
	Item 9A. Controls and Procedures		11
	Item 9B. Other Information		13

PART III			13
	Item 10. Directors, Executive Officers, and Corporate Governance		13
	Item 11. Executive Compensation		15
	Item 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters		18
	Item 14. Principal Accountant Fees And Services		19

PART IV			20
	Item 15. Exhibits, Financial Statements		20

SIGNATURES			21
		Exhibit Index	21

USE OF NAMES

In this annual report, the terms “Sara Creek”, “Company”, “we”, or “our”, unless the context otherwise requires, mean Sara Creek Gold Corp. and its subsidiaries, if any.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

·	dependence on key personnel;

·	competitive factors;

·	the operation of our business; and

·	general economic conditions in the United States and Suriname.

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.

PART I

ITEM 1. BUSINESS

Overview of the Company

We were incorporated in the State of Nevada under the name “Uventus Technologies Corp.” on June 12, 2006. On September 23, 2009, we changed our name from “Uventus Technologies Corp.” to “Sara Creek Gold Corp.” to better reflect the direction and business of our Company.

In addition, effective September 23, 2009, we conducted a fifteen (15) for one (1) forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital increased from 50,000,000 shares of common stock with a par value of $0.001 to 750,000,000 shares of common stock with a par value of $0.001 and correspondingly our issued and outstanding capital increases from 2,980,000 shares of common stock to 44,700,000 shares of common stock.

The name change and forward stock split both become effective with FINRA's Over-the-Counter Bulletin Board (the “OTCBB”) at the opening for trading on September 24, 2009, under the new stock symbol "SCGC". Our CUSIP number is 80310R 107

We are a development stage company, and have not generated any revenue to date. We are in the business of acquiring and developing mineral properties.

Our Business

As at August 31, 2009, our previous fiscal year end, we planned to develop an online e-book publishing business. Our Internet based company was to service authors who wanted to publish in electronic format. Our company was not going to charge a fee to authors to publish e-books, but rather was to focus on sales and marketing efforts to earn revenue on each incremental sale of e-books to customers.

On September 23, 2009, we decided to change the direction of our business to focus on the acquisition, exploration and development of gold and other mineral resource properties.

On September 30, 2009, the Company and Orion Resources, N.V. (“Orion”), a Suriname corporation, entered into a share acquisition and investment agreement (the “Investment Agreement”) whereby the Company agreed to acquire one (1) share in the capital of Orion, which will represent 50% of Orion’s issued and outstanding capital, for a purchase price of $2,000,000. At closing, Mr. Jean Pomerleau, our President, CEO, CFO, Secretary, Treasurer and sole director is to be appointed as a director of Orion. The Investment Agreement was scheduled to close on November 15, 2009, or such other date as agreed to by the Company and Orion.

The foregoing description of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, which was attached as Exhibit 10.1 to the Company’s Form 8-K filed on October 7, 2009, and which is incorporated herein by reference.

Since the closing of the Investment Agreement was not going to occur on or before November 15, 2009, the Company and Orion entered into a Share Purchase Extension Agreement dated November 15, 2009 (the “Extension Agreement”) whereby the closing date of the Investment Agreement was extended to December 31, 2009, or such other date as agreed to by the Company and Orion.

The foregoing description of the Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the Extension Agreement, which was attached as Exhibit 10.3 to the Company’s amended Form 8-K filed on November 20, 2009, and which is incorporated herein by reference.

Orion is a resource company with a 100% interest in and to a resource property consisting of two contiguous exploration concessions consisting of 56,920 hectares (the “Orion Project”), located in east central Suriname, in the districts of Brokopondo and Sipalilwini.

Over the past 18 months, Orion has completed an extensive amount of geophysical and geochemical work combined with a significant amount of auguring on the Orion Project.

On October 5, 2009, the Company and Kapelka Exploration Inc. (“Kapelka”), an Alberta corporation, entered into a share purchase option agreement (the “Option Agreement”) whereby Kapelka granted the Company the exclusive right and option to purchase the one share of Orion currently registered to Kapelka (the “Share”), which as of the date of the Option Agreement represented 100% of Orion’s issued and outstanding capital. Pursuant to the terms of the Option Agreement, the Company can exercise its option to acquire the Share on or before September 30, 2011 by:

(i)

paying a total of US$6,500,000 for expenditures associated with the exploration and development of the Orion Project (the “Capital Expenditures”), which Capital Expenditures may be made by the Company in such increments as it in its sole discretion determines (so long as the aggregate amount of such Capital Expenditure is made by or before September 30, 2011, and that a minimum amount of $250,000 per month is paid towards the Capital Expenditures commencing on or before November 15, 2009); and

(ii)	issuing to Kapelka’s shareholders in 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.

The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Option Agreement, which was attached as Exhibit 10.2 to the Company’s Form 8-K filed on October 7, 2009, and which is incorporated herein by reference.

On November 15, 2009, the Company and Kapelka entered into a Share Purchase Option Amending Agreement (the “Amendment Agreement”), whereby the parties agreed to amend the Option Agreement such that the expenditures on exploration by the Company were 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 were to start on February 1, 2010, instead of January 6, 2010. The Share Purchase Option Agreement and related Amending Agreements all expired unexercised.

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 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 was non-interest bearing. Since the Company was unable to raise the loaned amounts was assigned to the president of the Company in lieu of management feesadditional funds.

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 was required to issue Ophir shareholders a total of 100,000 shares. The closing was scheduled for March 1, 2010, however it was extended until the Company completed satisfactory due diligence. The Company advanced Ophir $30,000 by way of an interest bearing loan which is repayable if the acquisition did not close. Interest is 5 percent per annum.

Due to the Company's inability to raise capital, it decided not to pursue the Ophir Acquisition as it would be unable to meet property payment requirements on the Marpa Hill project.

Competition

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. Competition could adversely affect our ability to acquire suitable prospects for exploration in the future.

Given the continual increase in the value of gold, the business of acquiring, developing and/or exploring gold properties is more competitive than ever before. Our competitors include companies with larger staffs, greater resources and equipment and, as such, those companies may be in a better position to compete for mineral properties. In order to compete with such companies, we need to raise additional capital.

Licenses

Currently at this time, the Company has no licenses or agreements with any companies with licenses.

Environmental Laws

Environmental legislation will affect nearly all aspects of our intended operations. Compliance with environmental legislation can require significant expenditures and failure to comply with environmental legislation may result in the imposition of fines and penalties, clean up costs arising out of contaminated properties, damages and the loss of important permits.

Environmental laws and regulations are evolving in all jurisdictions. We are not able to determine the specific impact that future changes in environmental laws and regulations may have on our intended operations and activities, and its resulting financial position; however, we anticipate that capital expenditures and operating expenses may increase in the future as a result of the implementation of new and increasingly stringent environmental regulation. Further changes in environmental laws, new information on existing environmental conditions or other events, including legal proceedings based upon such conditions or an inability to obtain necessary permits could require increased financial reserves or compliance expenditures or otherwise have a material adverse effect on us.

Employees

At present, we have no full-time employees. Mr. Jean Pomerleau, our President, CEO, CFO, Secretary, Treasurer and sole director, will devote 100% of his time or 40 hours per week to our operations. We have engaged the services of two consulting geologist, Dr. Dennis Lapoint and Mr. Luc De Rooy. We will be using their services on an as needed basis.

Material Agreements

See “Our Business” above for a description of the Investment Agreement with Orion and the Option Agreement with Kapelka.

Available Information

The Company’s website has been pulled down until such time as the Company has an asset that it can present to the public. The Company’s filings with the Securities and Exchange Commission (“SEC”) may be accessed at the internet address of the SEC, which is http://www.sec.gov. Also, the public may read and copy any materials that the Company files with at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

ITEM 1A. RISK FACTORS

As a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required to provide the information required by this Item.

ITEM 2. PROPERTIES

As at August 31, 2010, we did not own any property, however we maintain a corporate office.

We pay yearly rent of $700 for use of this space, at 5348 Vegas Drive, #236, Las Vegas, Nevada, 89108. This space is sufficient until we commence larger operations.

ITEM 3. LEGAL PROCEEDING

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the Pink Sheets under the symbol “SCGC”. Our common stock was approved for quotation under this symbol on September 24, 2009, and previously traded under the symbol “UVTC” without any trading or volume.

The following historical quotations obtained from online sources reflects the high and low bid price for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

Year Ended	High ($)	Low ($)
August 31, 2010	1.50	0.04
August 31, 2009	3.00	1.50

As of August 31, 2010, our common stock had not yet traded, and therefore, the price indicated was

Holders

As of August 31, 2010, there are 44,700,000 shares of our common stock issued and outstanding held by 50 shareholders of record.

Dividend Policy

We have never paid any cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our Board of Directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences and the restrictions that applicable laws and other arrangements then impose.

Securities Authorized for Issuance Under Equity Compensation Plans

As of the fiscal year ended August 31, 2010, the Company did not have any equity compensation plans and therefore did not grant any stock options or authorize securities for issuance under an equity compensation plan.

Recent Sales of Unregistered Securities

Not Applicable.

Purchase of Equity Securities by the Company and Affiliated Purchasers

Not Applicable.

ITEM 6. SELECTED FINANCIAL DATA

As a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required to provide the information required by this Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this annual report. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.

Overview

We are a development stage company that was formed in Nevada on June 12, 2006. As at August 31, 2009 we had commenced only limited operations, primarily focused on designing and launching an "information only" website to start to build brand awareness of our planned e-publishing business.

Subsequent to our fiscal year ended August 31, 2009, on September 23, 2009, we decided to change the direction of our business to focus on mineral resource exploration and we changed our name to “Sara Creek Gold Corp.” to better reflect our new business. See “Item 1. Our Business ” for a description of our new business and developments after our fiscal year ended August 31, 2010.

We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. As at August 31, 2010, we had not completed any significant purchase or sale of assets, or been involved in any mergers, acquisitions or consolidations.

Plan of Operations

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

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

We continue to identify strategic acquisitions of additional concession rights within Suriname to ensure progress towards achieving future growth objectives.

Objectives

We have the following objectives:

1.	to raise sufficient private placement equity financing in order to acquire or participate in mineral property development.

2.	to build a significant proven gold reserve base through acquisitions, joint ventures and/or partnerships; and

Limited Operating History; Need for Additional Capital

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

We have no assurance that future financings will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

Our independent registered auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we locate mineral deposits and begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on any properties we acquire. Our only other source for cash at this time is investments by others in the Company. We must raise cash to implement our project and stay in business.

As at August 31, 2010, the Company had current assets of $31,205, including cash resources of $137 and a short-term loan receivable of $31,068, and current liabilities of $574,821 providing the Company with a working capital deficit of $543,616 compared with a working capital deficiency of $37,458 for the year ended August 31, 2009.

We may not have enough money to complete our plan of operations. If it turns out that we have not raised enough money to complete our anticipated business development, we will try to raise additional funds from private placements or loans. At the present time, we are in the process of attempting to raise additional money through a private placement and there is no assurance that we will raise additional money in the future or that future financings will be available to us on acceptable terms. If we require additional money and are unable to raise it, we will have to suspend or cease operations.

Results of Operation

We have not generated any revenues to date from our operations.

The Company realized a net loss of $152,002 for the year ended August 31, 2010, as compared to $30,806 for the year ended August 31, 2009, and has realized a net loss of $248,460 from inception to August 31, 2010. All of the foregoing net losses have been a result of the Company’s operating expenses.

The Company incurred $154,357 in operating expenses for the year ended August 31, 2010, as compared to $30,806 for the year ended August 31, 2009. The principal reasons for the increase in the Company’s operating expenses for the year ended August 31, 2010, were as follows: professional fees of $112,317 (compared with $20,620 for the year ended August 31, 2009); Office and miscellaneous of $33,679 (compared with $8,596 for the year ended August 31, 2009); The foregoing increases in operating expenses were mostly related to the Company’s change of business as a result of the Letter of Intent and Exchange Agreement discussed above under Item 1.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SARA CREEK GOLD CORP.

Financial Statement

Years Ended August 31, 2010 and 2009

Table of Contents

Report of Independent Registered Public Accounting Firm F-1

Audited Financial Statements

Balance Sheets F-2

Statements of Operations F-3

Statements of Cash Flows F-4

Statements of Stockholders Equity F-5

Notes to Financial Statements F-6

REPORT OF REGISTERED INDEPENDENT AUDITORS

To the Board of Directors and Stockholders

of Sara Creek Gold Corp.:

We have audited the accompanying balance sheets of Sara Creek Gold Corp. (formerly Uventus Technologies Corp., and a Nevada corporation in the exploration stage) as of August 31, 2010, and 2009, and the related statements of operations and comprehensive (loss), stockholders’ (deficit), and cash flows for each of the two years in the period ended August 31, 2010, and cumulative from inception (June 12, 2006) through August 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sara Creek Gold Corp. as of August 31, 2010, and 2009, and the results of its operations and its cash flows for each of the two years in the period ended August 31, 2010, and cumulative from inception (June 12, 2006) through August 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the exploration stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of August 31, 2010, and 2009, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

/s/ Etania Audit Group P.C.

Cedar City, Utah,

December 14, 2010.

F-1

SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS (NOTE 2)
AS OF AUGUST 31, 2010 AND 2009

ASSETS

			2010	2009
Current Assets:
	Cash		$ 137	$ 228
	Accounts receivable-
		Advance - Ophir Exploration Inc.	31,068	-

		Total current assets	31,205	228

Other Assets:
	Note receivable - Related party - Kapelka Exploration Inc.		354,156	-

Total Assets			$ 385,361	$ 228

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
	Accounts payable - Trade		$ 55,041	$ 15,600
	Accrued liabilities		3,500	8,120
	Short-term loan		502,314	-
	Due to stockholder		13,966	13,966

		Total current liabilities	574,821	37,686

		Total liabilities	574,821	37,686

Commitments and Contingencies

Stockholders' (Deficit):
	Common stock, par value $0.001 per share, 750,000,000 shares
		authorized; 44,700,000 shares issued and outstanding in
		2010 and 2009	44,700	44,700
	Additional paid-in capital		14,300	14,300
	Accumulated other comprehensive income		1,287
	(Deficit) accumulated during the exploration stage		(249,747)	(96,458)

		Total stockholders' (deficit)	(189,460)	(37,458)

Total Liabilities and Stockholders' (Deficit)			$ 385,361	$ 228

			-	-

F-2

The accompanying notes to financial statements are

an integral part of these balance sheets.

SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (NOTE 2)
FOR THE YEARS ENDED AUGUST 31, 2010, AND 2009,
AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006)
THROUGH MAY 31, 2010
				Cumulative	Cumulative
				From	From
		2010	2009	Inception	8/31/2009

Revenues		$ -	$ -	$ -	0

Expenses:
	General and administrative expenses
	Professional fees	112,317	20,620	179,949	67,632
	Office and miscellaneous	33,679	8,596	57,169	23,490
	Filing fees	8,361	1,590	13,697	5,336

	Total general and administrative expenses	154,357	30,806	250,815	96,458

(Loss) from Operations		(154,357)	(30,806)	(250,815)	(96,458)

Other Income (Expense)		-	-	-
	Interest Income	1,068	-	1,068	1068

Provision for Income Taxes		-	-	-	-

Net (Loss)		$ (153,289)	$ (30,806)	$ (249,747)	$ (95,390)

Comprehensive (Loss):
	Foreign currency translation adjustment	$ 1,287	$ -	$ 1,287

Total Comprehensive (Loss)		$ (152,002)	$ (30,806)	$ (248,460)

(Loss) Per Common Share:
	(Loss) per common share - Basic and Diluted	$ (0.00)	$ (0.00)

Weighted Average Number of Common Shares
	Outstanding - Basic and Diluted	44,700,000	44,700,000

F-3

SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' (DEFICIT) (NOTE 2)
FOR THE PERIOD FROM INCEPTION (JUNE 12, 2006)
	THROUGH AUGUST 31, 2010
								(Deficit)
						Common	Accumulated	Accumulated
				Discount on	Additional	Stock	Other	During the
		Common stock		Common	Paid-in	Subscriptions	Comprehensive	Exploration
	Description	Shares	Amount	Stock	Capital	Receivable	Income	Stage	Totals

	Balance - June 12, 2006	-	$ -	$ -	$ -	$ -	$ -	$ -	$ -

	Common stock subscribed by Directors	30,000,000	30,000	(20,000)	-	(10,000)	-	-	-

	Net (loss) for the period	-	-	-	-	-	-	(1,230)	(1,230)

	Balance - August 31, 2006	30,000,000	30,000	(20,000)	-	(10,000)	-	(1,230)	(1,230)

	Payment on common stock subscribed by Directors	-	-	-	-	10,000	-	-	10,000

	Net (loss) for the period	-	-	-	-	-	-	(5,855)	(5,855)

	Balance - August 31, 2007	30,000,000	30,000	(20,000)	-	-	-	(7,085)	2,915

	Common stock issued for cash	14,700,000	14,700	20,000	14,300	-	-	-	49,000

	Net (loss) for the period	-	-	-	-	-	-	(58,567)	(58,567)

	Balance - August 31, 2008	44,700,000	44,700	-	14,300	-	-	(65,652)	(6,652)

	Net (loss) for the period	-	-	-	-	-	-	(30,806)	(30,806)

	Balance - August 31, 2009	44,700,000	44,700	-	14,300	-	-	(96,458)	(37,458)

	Foreign currency translation	-	-	-	-	-	1,287	-	1,287

	Net (loss) for the period	-	-	-	-	-	-	(153,289)	(153,289)

	Balance - August 31, 2010	44,700,000	$ 44,700	$ -	$ 14,300	$ -	$ 1,287	$ (249,747)	$ (189,460)

The accompanying notes to financial statements are

an integral part of this statement

F-4

SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS (NOTE 2)
FOR THE YEARS ENDED AUGUST 31, 2010, AND 2009,
AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006)
THROUGH AUGUST 31, 2010

					Cumulative
					From
			2010	2009	Inception

Operating Activities:
	Net (loss)		$ (153,289)	$ (30,806)	$ (249,747)
	Adjustments to reconcile net (loss) to net cash
	(used in) operating activities:
		Changes in operating assets & liabilities-
		Prepaid expenses	-	7,500	-
		Accounts payable - Trade	39,441	100	55,041
		Accrued liabilities	(4,620)	8,120	3,500

Net Cash (Used in) Operating Activities			(118,468)	(15,086)	(191,206)

Investing Activities:
	Advance - Ophir Exploration Inc.		(31,068)	-	(31,068)
	Note receivable - Related party - Kapelka Exploration Inc.		(354,156)	-	(354,156)

Net Cash (Used in) Investing Activities			(385,224)	-	(385,224)

Financing Activities:
	Proceeds from stockholder loan		502,314	13,846	537,635
	Payments on stockholder loan		-	-	(21,355)
	Issuance of common stock for cash		-	-	59,000

Net Cash Provided by Financing Activities			502,314	13,846	575,280

Effect of Exchange Rate Changes on Cash			1,287	-	1,287

Net (Decrease) Increase in Cash			(1,378)	(1,240)	(1,150)

Cash - Beginning of Period			228	1,468	-

Cash - End of Period			$ 137	$ 228	$ 137

Supplemental Disclosure of Cash Flow Information:
	Cash paid during the period for:
		Interest	$ -	$ -	$ -

		Income taxes	$ -	$ -	$ -

The accompanying notes to financial statements are an integral part of this statement

F-5

SARA CREEK GOLD CORP.

(FORMERLY UVENTUS TECHNOLOGIES CORP.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009,

AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006)

THROUGH AUGUST 31, 2010

(1) Summary of Significant Accounting Policies

General Organization And Business

Sara Creek Gold Corp. (“the Company”) is a Nevada corporation in the exploration stage. The Company was incorporated under the laws of the State of Nevada on June 12, 2006, under the name of Uventus Technologies Corp. The Company originally was in the business of online book publishing. Because the Company was not successful in implementing its business plan, it considered various alternatives to ensure the viability and solvency of the Company. On September 23, 2009, the Company merged with its wholly owned subsidiary (Sara Creek Gold Corp.), and changed its name to Sara Creek Gold Corp. to better reflect its new business plan to focus on the acquisition, exploration and development of gold and other mineral resource properties.

Accounting Basis

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.

Audited Financial Statements

The Audited financial statements of the Company as of August 31, 2010, and August 31, 2009, and cumulative from inception, are audited. However, in the opinion of management, the financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of August 31, 2010, and August 31, 2009, and cumulative from inception. The accompanying financial statements and notes thereto do reflect all disclosures required under accounting principles generally accepted in the United States of America. Refer to the Company’s audited financial statements as of August 31, 2010, filed 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

The Company accounts for foreign currency translation pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, “Foreign Currency Translation”. Under Topic 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. It plans to realize revenues from sales when delivery of products 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.

F-6

SARA CREEK GOLD CORP.

(FORMERLY UVENTUS TECHNOLOGIES CORP.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009,

AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006)

THROUGH AUGUST 31, 2010

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 year ended August 31, 2010, and 2009.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, “Accounting for Income Taxes.” Under Topic 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 August 31, 2009, 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 August 31, 2010, and August 31, 2009, and cumulative from inception.

(2) GOING CONCERN

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 $247,502 as of August 31, 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.

F-7

SARA CREEK GOLD CORP.

(FORMERLY UVENTUS TECHNOLOGIES CORP.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009,

AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006)

THROUGH AUGUST 31, 2010

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 principles 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 September 23, 2009, the Company effected a 15-for-1 forward stock split of its authorized, issued, and outstanding common stock. As a result, the authorized capital of the Company increased from 50,000,000 shares of common stock with a par value of $0.001, to 750,000,000 shares of common stock with a par value of $0.001. The accompanying financial statements have been adjusted accordingly to reflect this forward stock split.

On June 12, 2006, the Company issued 30,000,000 shares of its common stock (post forward stock split) at $.0003 per share to Directors under a stock subscription agreement. The Directors paid $10,000 for these shares during the year ended August 31, 2007.

In addition, in 2007, the Company commenced a capital formation activity to effect a Registration Statement on Form SB-2 with the SEC, and raise capital of up to $60,000 from a self-underwritten offering of 18,000,000 shares of newly issued common stock (post forward stock split) at a price of $0.0033 per share in the public markets. The Registration Statement on Form SB-2 was filed with the SEC on October 22, 2007, and declared effective on November 5, 2007. On February 14, 2008, the Company completed and closed the offering by selling 14,700,000 shares (post forward stock split), of the 18,000,000 registered shares (post forward stock split), of its common stock, par value of $0.001 per share, at an offering price of $0.0033 per share for gross proceeds of $49,000.

F-8

SARA CREEK GOLD CORP.

(FORMERLY UVENTUS TECHNOLOGIES CORP.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009,

AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006)

THROUGH AUGUST 31, 2010

(4) Income Taxes

The provision (benefit) for income taxes for the nine months ended August 31, 2010, and 2009, were as follows (assuming a 15 percent effective income tax rate):

	2010	2009

Current Tax Provision:
Federal-
Taxable income	$ -	$ -

Total current tax provision	$ -	$ -

Deferred Tax Provision:
Federal-
Loss carryforwards	$ 22,993	$ 4,621
Change in valuation allowance	(22,993)	(4,621)

Total deferred tax provision	$ -	$ -

The Company had deferred income tax assets as of August 31, 2010 and August 31, 2009, as follows:

	2010	2009

Loss carryforwards	$ 37,462	$ 14,469
Less - Valuation allowance	(37,462)	(14,469)

Total net deferred tax assets	$ -	$ -

The Company had net operating loss carryforwards for income tax reporting purposes of $37,462 and $14,469 as of August 31, 2010 and August 31, 2009, 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 carry forwards are offset by a valuation allowance of the same amount.

(5) 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.

F-9

SARA CREEK GOLD CORP.

(FORMERLY UVENTUS TECHNOLOGIES CORP.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009,

AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006)

THROUGH AUGUST 31, 2010

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:

(i)

(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 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 May 31, 2010, $292,184 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.

F-10

SARA CREEK GOLD CORP.

(FORMERLY UVENTUS TECHNOLOGIES CORP.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009,

AND CUMULATIVE FROM INCEPTION (JUNE 12, 2006)

THROUGH AUGUST 31, 2010

(6) Related Party Transactions

As of August 31, 2010, and August 31, 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.

As of August 31, 2010, and August 31, 2009, there was a balance due from Kapelka in the amount of $354,156 and $0, respectively. For the terms of this note, see Note 5.

As of August 31, 2010, and August 31, 2009, there was a balance due from Ophir in the amount of $31,068 and $0, respectively. For the terms of this advance, see Note 5.

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.

(7) Short-term Loan

As of August 31, 2010, and August 31, 2009, there was a balance owed to unrelated parties in the amount of $502,314 and $0, respectively. This balance is unsecured, non-interest bearing, and is due upon demand.

(8) 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.

F-11

ITEM 9.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” and that this deficiency could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the current period that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of August 31, 2010.

Annual Report of Management on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934).

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

As of August 31, 2010, our President assessed the effectiveness of our internal control over financial reporting. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on that evaluation, our management concluded that, as of January 31, 2010, our internal control over financial reporting was not effective due to material weaknesses in the system of internal control, as more fully described below.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) lack of a formal whistleblower policy. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of August 31, 2010.

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

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

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

1.	we plan to create a position to segregate duties consistent with control objectives and plan to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us; and

we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by August 31, 2015.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our fourth fiscal quarter of the period covered by this annual report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors, Executive Officers and Significant Employees

The following table sets forth certain information regarding the members of our Board of Directors, executive officers and our significant employees as of December 10, 2009:

Name	Age	Positions and Offices Held
Jean Pomerleau(1)	51	President, CEO, CFO, Secretary, Treasurer and Director

Notes:

(1)	Mr. Jean Pomerleau was appointed our President, CEO, CFO, Secretary, Treasurer and the sole member of our Board of Directors, director of the effective August 17, 2009.

Family Relationships

There are no family relationships between any of the Company’s directors or executive officers.

Business Experience

The following is the business experience of our sole director and officer as at December 10, 2009:

Mr. Jean (Ted) Pomerleau (age 50) is currently our President, CEO, CFO, Secretary, Treasurer and the sole member of our Board of Directors. From 2007, to present, Mr. Pomerleau has been a self-employed business consultant assisting companies with mining operations and reviewing projects for acquisition or merger as well as assisting with preparing companies wishing to move to the public market forum. From 1999, to 2008, Mr. Pomerleau was the President of Marken Capital Corp., a private Alberta corporation, where he was involved with coordination and implementation of international corporate projects, carried out strategic planning, managed operations, reviewed projects for acquisition and assisted with fundraising efforts for certain projects. Moreover, Mr. Pomerleau assisted with reviving several publicly traded companies by finding resource projects for them, finding appropriate management, raising funds and locating buyers for the company or its assets. From 1998, to 2005, Mr. Pomerleau was the Vice President of Operations for TransAkt Corp. (OTCBB: TAKDF) which is in the VoIP business and prior to that the wireless payment technology business. Mr. Pomerleau’s duties at TransAkt were to manage the distribution and sales team in North America, manage the product from the manufacturing facility in Taiwan to distribution channels in North America and assist with financing and taking the company public. Mr. Pomerleau received a Diploma in Drilling Fluid Technologies from Dresser Industries Technical School in Houston, TX in 1980, and has completed the Canadian Securities Course as well as the Canadian Mutual Fund and Dealers Courses.

Involvement in Certain Legal Proceedings

We are not aware of any material legal proceedings that have occurred within the past five years concerning any director, director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended August 31, 2009, no Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were not filed on a timely basis other than the following:

1.	Mr. Jean Pomerleau failed to timely file his Form 4 with respect to his purchase of 2,000,000 pre forward stock split shares from Mr. Richard Pak within two days of September 9, 2009. Mr. Pomerleau’s Form 4 was filed on September 17, 2009; and

2.	Mr. Richard Pak failed to timely file his Form 4 with respect to his sale of 2,000,000 pre forward stock split shares to Mr. Jean Pomerleau within two days of September 9, 2009. Mr. Pak’s Form 4 was filed on September 22, 2009.

Code of Ethics

As of August 31, 2010, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Audit Committee

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

The Company intends to adopt an audit committee in the future.

Nomination Committee

At the present time, the Company does not have a nomination committee. The Company intends to adopt a nomination committee in the future.

When evaluating director nominees, our directors consider the following factors:

·	the appropriate size of our Board of Directors;

·	our needs with respect to the particular talents and experience of our directors;

·	the knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

·	experience in political affairs;

·	experience with accounting rules and practices; and

·	the desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.

Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

ITEM 11. EXECUTIVE COMPENSATION

In this item, “Named Executive Officer” means:

(i)	all individuals serving as the Company’s principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level;

(ii)	the Company’s two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year and whose total compensation exceeds $100,000; and

(iii)

up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year.

Summary Compensation Table

The following table contains disclosure of all plan and non-plan compensation awarded to, earned by, or paid to the Company’s Named Executive Officers by any person for all services rendered in all capacities to the Company and its subsidiaries during the Company’s fiscal years completed August 31, 2010, and 2009:

Name and principal position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Jean Pomerleau(1) President, CEO, CFO, Secretary, Treasurer & Director	2010 2009	38,825 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	38,825 Nil
Richard Pak(2) Former President, CEO, CFO, Secretary, Treasurer & Director	2009	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1)	Mr. Jean Pomerleau was appointed President, CEO, CFO, Secretary, Treasurer and a director of the Company on August 17, 2009.

(2)	Mr. Richard Pak resigned as our President, CEO, CFO, Secretary and Treasurer on August 17, 2009, and resigned as a director of the Company on September 10, 2009.

(3)	Mr. James Pak resigned as our Secretary, Treasurer, Chief Financial Officer and as a director of the Company on May 14, 2008.

Narrative Disclosure to the Summary Compensation Table

As of August 31, 2010, we paid compensation to our Named Executive Officers. However, we reserve the right to compensate our Named Executive Officers in the future with cash, stock, options, or some combination of the foregoing.

Outstanding Equity Awards at Fiscal Year-End

We did not issue any stock options or equity incentive plan awards to our Named Executive Officers as of the end of the Company’s fiscal year ended August 31, 2010.

Retirement Benefits and Change of Control

Not applicable.

Director Compensation

The following table discloses the compensation of the directors of the Company for the Company’s fiscal year ended August 31, 2010 (unless already disclosed above):

Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Jean Pomerleau(1) President, CEO, CFO, Secretary, Treasurer & Director	See Above.	See Above.	See Above.	See Above.	See Above.	See Above.	See Above.
Richard Pak(2) Former President, CEO, CFO, Secretary, Treasurer & Director	See Above.	See Above.	See Above.	See Above.	See Above.	See Above.	See Above.

Notes:

(1)	Mr. Jean Pomerleau was appointed as a director of the Company on August 17, 2009.

(2)	Mr. Richard Pak resigned as a director of the Company on September 10, 2009.

Narrative Disclosure to the Director Compensation Table

As of August 31, 2010, we did not pay any compensation to our directors. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the foregoing.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of December 10, 2009 (the “Determination Date”), with respect to the Company’s directors, Named Executive Officers, and each person who is known by the Company to own beneficially, more than five percent (5%) of the Company’s common stock, and with respect to shares owned beneficially by all of the Company’s directors and executive officers as a group. common stock not outstanding , but deemed beneficially owned by virtue of the right of an individual to acquire shares within 60 days is treated as outstanding only when determining the amount and percentage of common stock owned by such individual. Except as noted, each person or entity has sole voting and sole investment power with respect to the shares shown.

As of the Determination Date, there are 44,700,000 (post forward stock split) shares of common stock issued and outstanding.

Name and Address of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership(1)	Percent of common stock
Jean Pomerleau	President, CEO, CFO, Secretary, Treasurer & Director	30,000,000 Direct	67.11%
Directors and Officers as a group (1 person)		30,0000,000	67.11%

Notes:

(1)

Beneficial ownership of common stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days or acquires such securities with the purpose or effect of changing or influencing the control of the Company.

Change in Control

On August 28, 2009, Mr. Richard Pak, a director of our company (and our former President, CEO, CFO, Secretary and Treasurer), agreed to sell all of his 2,000,000 shares (pre-forward stock split) of our issued and outstanding common stock to Mr. Jean Pomerleau, our President, CEO, CFO, Secretary, Treasurer and a director of our company, for an aggregate price of $20,000 to be paid on or before September 10, 2009, pursuant to a stock purchase agreement.

The closing of the foregoing stock purchase agreement took place on September 9, 2009, and as of such date, Mr. Jean Pomerleau became the owner of 2,000,000 shares (pre-forward stock split) of our common stock representing approximately 67% of our issued and outstanding common stock.

The foregoing description of the stock purchase transaction does not purport to be complete and is qualified in its entirety by reference to the stock purchase agreement, which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on September 1, 2009, and which is incorporated herein by reference.

In connection with the closing of the forgoing stock purchase agreement, on September 10, 2009, Mr. Richard Pak resigned as a director of our Company for personal reasons.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company does not have any securities authorized for issuance under equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

There are no transactions, since the beginning of the Company’s fiscal year ended August 31, 2010, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 or one percent of the average of the Company’s total assets at year end for the last two fiscal years, and in which any related person had or will have a direct or indirect material interest except as follows:

Director Independence

As of the date of this annual report, our common stock is traded on the OTC Pink Sheets. The Pink Sheets does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence. However, under the definition of “Independent Director” as set forth in the NYSE AMEX Company Guide Section 8.03A, our current sole director would not qualify as an “Independent Director”.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses the fees billed by our auditor in connection with the audit of our annual financial statements for the years ended August 31, 2010, and 2009.

Financial Statements for Year Ended August	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
2010	$●	$●	$●	$●
2009	$	$	$Nil	$Nil

Notes:

(1)

The aggregate fees billed for the fiscal year for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory engagements for that fiscal years.

(2)	The aggregate fees billed in the fiscal year for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported in Note 1.

(3)	The aggregate fees billed in the fiscal year for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

(4)	The aggregate fees billed in the fiscal year for the products and services provided by the principal accountant, other than the services reported in Notes (1), (2) and (3).

Audit Committee’s Pre-Approval Practice

Section 10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our board of directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS

Exhibits

Exhibit No.	Description of Exhibit
3.1(1)	Articles of Incorporation
3.2(1)	Bylaws
3.3(2)	Articles of Merger filed with the Secretary of State of Nevada on September 2, 2009, and which was effective September 23, 2009.
3.4(2)	Certificate of Change filed with the Secretary of State of Nevada on September 2, 2009, and which was effective September 23, 2009.
10.1(3)	Stock purchase agreement, dated August 28, 2009, by and between Mr. Richard Pak and Mr. Jean Pomerleau.
10.2(4)	Share Acquisition and Investment Agreement between Sara Creek Gold Corp. and Orion Resources, N.V., dated September 30, 2009.
10.3(4)	Share Purchase Option Agreement between Sara Creek Gold Corp. and Kapelka Exploration Inc., dated October 5, 2009.
10.4(5)	Share Purchase Extension Agreement between Sara Creek Gold Corp. and Orion Resources, N.V., dated November 15, 2009.
10.5(5)	Share Purchase Option Amending Agreement between Sara Creek Gold Corp. and Kapelka Exploration Inc., dated November 15, 2009.
31.1	Certificate pursuant to Rule 13a-14(a)
31.2	Certificate pursuant to Rule 13a-14(a)
32.1	Certificate pursuant to 18 U.S.C. Section 1350
32.2	Certificate pursuant to 18 U.S.C. Section 1350

Notes:

(1)	Previously filed on Form SB-2 with the SEC via EDGAR on October 22, 2007, and incorporated herein by reference.

(2)	Previously filed on Form 8-Kwith the SEC via EDGAR on September 25, 2009, and incorporated herein by reference.

(3)	Previously filed on Form 8-Kwith the SEC via EDGAR on September 1, 2009, and incorporated herein by reference.

(4)	Previously filed on Form 8-Kwith the SEC via EDGAR on October 7, 2009, and incorporated herein by reference.

(5)	Previously filed on amended Form 8-Kwith the SEC via EDGAR on November 20, 2009, and incorporated herein by reference.

(6)	Previously filed on Form 8-Kwith the SEC via EDGAR on August 7, 2009, and incorporated herein by reference.

(7)	Previously filed on Form 8-Kwith the SEC via EDGAR on September 30, 2009, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 14 day of December, 2010.

	SARA CREEK GOLD CORP. (Registrant)
	By: /s/ Jean Pomerleau
	Jean Pomerleau
	President, CEO, CFO, Secretary, Treasurer & Director (principal executive officer, principal financial officer and principal accounting officer)
	Date: December 14, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantand in the capacities and on the dates indicated:

	SARA CREEK GOLD CORP. (Registrant)
	By: /s/ Jean Pomerleau
	Jean Pomerleau
	President, CEO, CFO, Secretary, Treasurer & Director (principal executive officer, principal financial officer and principal accounting officer)
	Date: December 14, 2010

HAWKER ENERGY, INC. - FORM 10-K - December 17, 2010

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HAWKER ENERGY, INC. Reports