HAWKER ENERGY, INC. - FORM 10-K/A - April 13, 2011

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EX-32 - HAWKER ENERGY, INC.exhibit32.htm
EX-31 - HAWKER ENERGY, INC.exhibit31.htm

 
 
 

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

FORM 10-K/A
Amendment No. 2

[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.
or

[   ]
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
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 April 12, 2011

 
 
 


EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K amends the Annual Report on Form 10-K for the year ended August 31, 2010 (the “Original Report”) and is being filed by Sara Creek Gold Corp. (the “Company”) to report certain information disclosed to the Company by the Securities and Exchange Commission concerning the Company’s former auditors.
 
The Company’s financial statements included in its Forms 10-K for the fiscal years ended August 31, 2010 and 2009 and filed on January 6, 2011 were audited by Etania Audit Group P.C.
 
The audit report was issued by Etania Audit Group P.C. from Cedar City, Utah and was dated  December 14, 2010.  The licenses of Mr. Edwin Reese Davis, Jr. and his firm, Etania Audit Group, P.C., lapsed on September 30, 2008 and were formally revoked as of November 4, 2010 by the Utah Division of Occupational & Professional Licensing (“DOPL”).  You can find a copy of the order at https://secure.utah.gov/llv/search/detail.html?license_id=3599263.
 
As Etania Audit Group P.C. was not licensed when it issued its audit report on the Company’s financial statements, we may not include its audit reports in our filings with the Commission.
 
The Company is amending this Form 10-K for the fiscal year ended August 31, 2010 to amend and restate Item 8 to remove the audit report of Etania Audit Group P.C. and to label the columns of the financial statements as “Not audited.”
 
Unless expressly noted otherwise, the disclosures in this Form 10-K/A continue to speak as of the date of the Original Report, and do not reflect events occurring after the filing of the Original Report.  For additional information on subsequent events, the reader should refer to the Forms 10-Q and Forms 8-K the Company has filed in 2011.  The filing of this Form 10-K/A shall not be deemed an admission that the Original Report, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
 


 
 
 

SARA CREEK GOLD CORP.

Unaudited Financial Statement

Years Ended August 31, 2010 and 2009

Table of Contents

Unaudited Financial Statements
Balance Sheets                                                                                                  F-1
Statements of Operations                                                                                F-2
Statements of Cash Flows                                                                               F-3
Statements of Stockholders Equity                                                                F-4
Notes to Financial Statements                                                                        F-5

 
 
 

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
              (Not Audited)  
(Not Audited)
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

 
 
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
                   
From
           
2010
  
2009
  
Inception
              (Not Audited)     (Not Audited)     (Not Audited)
Revenues
        
 $               -
  
 $               -
  
 $            -
                     
Expenses:
                  
 
General and administrative expenses
          
 
Professional fees
      
        112,317
  
           20,620
  
     179,949
 
Office and miscellaneous
    
          33,679
  
             8,596
  
       57,169
 
Filing fees
      
            8,361
  
             1,590
  
       13,697
                     
 
Total general and administrative expenses
        154,357
  
           30,806
  
     250,815
                     
(Loss) from Operations
    
       (154,357)
  
         (30,806)
  
    (250,815)
                     
Other Income (Expense)
    
                  -
  
                  -
  
               -
 
Interest Income
      
            1,068
  
                  -
  
         1,068
                     
Provision for Income Taxes
    
                  -
  
                  -
  
               -
                     
Net (Loss)
        
 $    (153,289)
  
 $      (30,806)
  
 $ (249,747)
                     
 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
    

 
 
The accompanying notes to financial statements are
an integral part of these statements.
 


 
 
 

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
(Not Audited)
                                 
 
    
                         
 
  
 
  
(Deficit)
    
                  Discount on Common  
 
Additional Paid-in
  
Common
Stock Subscriptions
  
Accumulated
Other Comprehensive
  
Accumulated
During the Exploration
    
         
Common stock
              
 
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
 


 
 
 

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
                (Not Audited)    (Not Audited)      (Not Audited)
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 these statements.
 


SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010 AND 2009
(Not Audited)
 

 

(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.

 
 
 
SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010 AND 2009
(Not Audited)
 
   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.
 
 
 
 

SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010 AND 2009
(Not Audited)
 
 
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.
 
 
 
 
 
SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010 AND 2009
(Not Audited)
 
(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
             
       
 $ 37,462
  
 $ 14,469
       
   (37,462)
  
  (14,469)
             
       
 $          -
  
 $         -
             

 
 
 

 
 
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.  
 
 
 

SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010 AND 2009
(Not Audited)

The Investment Agreement was scheduled to close on November 15, 2009, or such other date as agreed to by the Company and Orion.  Since the closing of the Investment Agreement did not occur on or before November 15, 2009, the Company and Orion entered into a Share Purchase Extension Agreement dated November 15, 2009 (the “Extension Agreement”), whereby the closing date of the Investment Agreement was extended to December 31, 2009, or such other date as agreed to by the Company and Orion.  Since the closing of the Investment Agreement was not going to occur on or before December 31, 2009, the Company and Orion entered into a Share Purchase Extension #2 Agreement dated December 30, 2009 (the “Second Extension Agreement”), whereby the closing date of the Investment Agreement was extended to February 1, 2010, or such other date as agreed to by the Company and Orion.  On February 1, 2010, the Agreement expired.
In addition, on October 5, 2009, the Company and Kapelka Exploration Inc. (“Kapelka”), an Alberta corporation, entered into a Share Purchase Option Agreement (the “Option Agreement”) whereby Kapelka granted the Company the exclusive right and option to purchase the one share of Orion currently registered to Kapelka (the “Share”), which as of the date of the Option Agreement represented 100 percent of Orion’s issued and outstanding capital.  Pursuant to the terms of the Option Agreement, the Company can exercise its option to acquire the Share on or before September 30, 2011, by:

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

(ii)  
issuing to Kapelka’s shareholders in aggregate 12,000,000 fully paid and non-assessable restricted shares of common stock of the Company (the “Payment Shares”) in the most tax efficient manner and in accordance with all applicable securities laws.

On November 15, 2009, the Company and Kapelka entered into a Share Purchase Option Amending Agreement (the “Amendment Agreement”), whereby the parties agreed to amend the Option Agreement such that the expenditures on exploration by the Company are to start on January 6, 2010, instead of November 15, 2009 (as originally agreed upon).  Furthermore, on December 30, 2009, the Company and Kapelka entered into a Share Purchase Option Amending Agreement #2 (the “Amendment Agreement #2”), whereby the parties agreed to amend the Option Agreement such that the expenditures on exploration by the Company are to start on February 1, 2010, instead of January 6, 2010.  The Share Purchase Option Agreement and related Amending Agreements all expired unexercised.
On 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.
 
 
 

SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010 AND 2009
(Not Audited)
 
(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.
 
 
 
 
SARA CREEK GOLD CORP.
(FORMERLY UVENTUS TECHNOLOGIES CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010 AND 2009
(Not Audited)

 
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.

 
 
 
 


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 12 day of April, 2011.

 
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: April 12, 2011

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: April 12, 2011

 
 
 



 
 
 




 

HAWKER ENERGY, INC. Reports