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, 2011

       .

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ______

 

WILLOW CREEK ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-52970	27-3231761
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128 (Address of principal executive offices)
	(310) 600-8757
	(Registrant’s Telephone Number)

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

Yes      . No  X .

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      . No  X .

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.  

Yes      . No  X .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 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      .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 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 Exchange Act).    

Yes      . No  X .

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of February 28, 2011 was $17,218,963.20 based upon the price ($0.08) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

As of April 2, 2012, there were 269,837,040 shares of the registrant’s $0.00025 par value common stock issued and outstanding.

Documents incorporated by reference: None

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Table of Contents

		Page
	PART I
Item 1	Business	4
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	7
Item 2	Properties	7
Item 3	Legal Proceedings	7
Item 4	[REMOVED AND RESERVED]	7
	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6	Selected Financial Data	8
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	12
Item 8	Financial Statements and Supplementary Data	F-1
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 9A	Controls and Procedures	13
Item 9B	Other Information	14
	PART III
Item 10	Directors and Executive Officers and Corporate Governance	15
Item 11	Executive Compensation	17
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13	Certain Relationships and Related Transactions	19
Item 14	Principal Accountant Fees and Services	19
	PART IV
Item 15	Exhibits	21

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

·

The availability and adequacy of our cash flow to meet our requirements;

·

Economic, competitive, demographic, business and other conditions in our local and regional markets;

·

Changes or developments in laws, regulations or taxes in our industry;

·

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

·

Competition in our industry;

·

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

·

Changes in our business strategy, capital improvements or development plans;

·

The availability of additional capital to support capital improvements and development; and

·

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

 

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

 

Except as otherwise indicated by the context, references in this report to “Company”, “WLOC”, “we”, “us” and “our” are references to Willow Creek Enterprises, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

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PART I

ITEM 1.  BUSINESS

Corporate History

Willow Creek Enterprises, Inc. (the “Company”) was incorporated in the state of Delaware on January 16, 2007, as an exploration company engaged in the acquisition and exploration of mineral properties.

On August 28, 2007, we acquired a 100% undivided interest in a mineral claim known as the Lori/Mamquam Property (the “Lori/Mamquam Property”) from Andrew Sostad pursuant to a purchase agreement for cash consideration of $6,000. The Lori/Mamquam Property claim is situated in the Vancouver Mining District, British Columbia, Canada.

On October 9, 2010, the Company entered into a Minerals Lease and Agreement (the “Dolly Varden Agreement") with MinQuest, Inc., a Nevada S Corporation ("MinQuest"). Pursuant to the Dolly Varden Agreement, the Company has the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as Dolly Varden South (the “Dolly Varden Property”), situated in Elko County, Nevada for a term of twenty (20) years (the “Term”), with the right to renew. As consideration, the Company paid ten thousand dollars ($10,000) upon execution of the Dolly Varden Agreement, and shall pay ten thousand dollars ($10,000) annually for the remainder of the Term, and any extensions. Additionally, pursuant to the Dolly Varden Agreement, the Company shall be granted the subsequent right to participate in the development of minerals from the Dolly Varden Property subject to the terms and conditions of the Dolly Varden Agreement.

On November 17, 2010, the Company entered into a Minerals Lease and Agreement (the “Hercules Agreement") with MinQuest,whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (7) years (the “Term”) on various unpatented mining claims situated in Lyon County, Nevada collectively known as the Hercules Property (the “Hercules Property”).As consideration for the leased mineral rights the Company shall pay an aggregate of $290,000 and provide $3,500,000 in work commitments over the Term. Additionally, MinQuest is entitled to receive a 3% royalty from all mineral production derived from the exploration and development of the Hercules Property.

On February 7, 2011, the Company entered into a Minerals Lease and Agreement (the “Gilman Agreement") with MinQuest, giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as the Gilman Gold Property (the “Gilman Property”), situated in Lander County, Nevada for a term of twenty (20) years (the “Term”) with the right to renew. As consideration, the Company shall pay ten thousand ($10,000) (the “Base Rent”) upon execution of the Gilman Agreement, and an annual payment of the Base Rent plus any applicable annual rent increases in accordance with all of the other terms and conditions of the Gilman Agreement, for the remainder of the Term.

On April 20, 2011, the Company entered into an Amended Minerals Lease and Agreement (the “Amended Hercules Agreement”) with MinQuest to amend certain terms and conditions of the Hercules Agreement entered into on November 17, 2010 by and between the Company and Minquest, relating to the Hercules Property. Pursuant to the Amended Hercules Agreement, the following material provisions of the Hercules Agreement were amended: i) the Term was extended from seven (7) years to twenty (20) years; ii) the payment schedule as set forth in paragraph 3(a) was amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 was increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A thereto was amended to include an aggregate of 88 claims.

On April 20, 2011, the Company issued a press release announcing that it has acquired an additional two (2) mining claims as part of its Hercules Property located in Lyon County, Nevada.  

Plan of Operation

Our plan of operation is to conduct mineral exploration activities on the Lori/Mamquam Property, Dolly Varden Property, Gilman Gold Property, and Hercules Property in order to assess whether they possess commercially exploitable mineral deposits. We are presently in the exploration stage of our business and we can provide no assurance that commercially viable mineral deposits exist on our mineral claims or that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final evaluation as to the economic and legal feasibility is required to determine whether our mineral claims possess commercially exploitable mineral deposits. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our mineral claims.

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We have completed Phase I of our exploration program of the Lori/Mamquam Property, Hercules Property and Dolly Varden Property and are now currently assessing the feasibility of moving into Phase II of our exploration programs. A decision regarding proceeding into Phase II of our explorations on the Lori/Mamquam Property, Hercules Property and Dolly Varden Property will be made by assessing whether the results of Phase I are sufficiently positive to enable us to obtain the financing that we will need to continue through additional stages of the exploration programs. This assessment will include an assessment of the market for financing of mineral exploration projects and an evaluation of our cash reserves after the completion of Phase I. The decision whether or not to proceed will be based on the recommendations of our geological consultant. The decision of the consultant whether or not to recommend proceeding with our exploration programs will be based on a number of factors, including his subjective judgment, and will depend primarily on the results of the immediately preceding stage. As of the date of filing this annual report, we have not yet commenced mineral exploration activities on the Gilman Gold Property. A summary of our first phase exploration activities on the Dolly Varden Property and Hercules Property is outlined below.

We announced on November 22, 2010, that Phase One of the exploration program at the Dolly Varden Property began and finished ahead of schedule and below budget. Sixteen (16) samples from this zone were collected and submitted to Chemex labs for assaying and analytical testing. The Company announced on January 4, 2011, that the results from the initial sampling and property examination on the Dolly Varden Property were completed.  The geologists reported anomalous gold and copper throughout the property.  Sixteen (16) samples were collected and assayed for a suite of elements. Nine (9) of the samples contained significant quantities of copper, silver and/or gold with some also having molybdenum, lead and zinc. Eight (8) of the sixteen (16) rock samples contained gold values that were anomalous to very anomalous (from 0.028 ppm to 1.51 ppm). Four (4) of the samples contained significant quantities of copper and one sample contained significant silver, lead, and zinc.

On August 25, 2011, the Company announced the completion of Phase One of its drill program at its Hercules Property.  Phase One was comprised of a 20 hole drill program that totaled more than 6,000 feet of drilling of targeted areas on the Hercules Property.  The Company had originally only planned to drill 12-14 holes but due to some encouraging initial drill cores, the Company decided to increase that number to 20.

During our future exploration activities on the Lori/Mamquam Property, Dolly Varden Property, Gilman Gold Property, and Hercules Property, our President will devote less than full-time hours per week to our business. We do not foresee this limited involvement as negatively impacting our company over the next twelve months as all exploratory work has been and will continue to be performed by outside consultants. Additionally, we will not have a need to hire any employees over the next twelve months. We do not plan to make any purchases of equipment over the next twelve months due to reliance upon outside consultants to provide all equipment needed for the exploratory work being conducted.

We anticipate that we will incur over the next twelve months the following expenses:

Category	Planned Expenditures Over The Next 12 Months (US$)
Legal and Accounting Fees	$	20,850
Office Expenses		-
Mineral Property Exploration Expenses		35,000
TOTAL	$	50,850

Our total expenditures over the next twelve months are anticipated to be approximately $50,850. Our cash on hand as of August 31, 2011 is $2,504. We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing in order to commence the exploration of the Dolly Varden Property, Gilman Gold Property, and Hercules Property.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

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Competition

We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Employees; Identification of Certain Significant Employees

Currently, Terry Fields, our chief executive officer and director devotes approximately 15-20 hours a week of his time to our operations. We currently have no other employees, other than Mr. Fields. We also frequently use third party consultants to assist in the completion of various projects. Third parties are instrumental to keep the development of projects on time and on budget.

Government Regulation

If we decide to continue with the acquisition and exploration of mineral properties, we will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals. All mineral exploration activities carried out on a mineral claim or mining lease must be done in compliance within the jurisdiction’s Bureau of Mines. This applies to all mines during exploration, development, construction, production, closure, reclamation and abandonment. It outlines the powers of the Chief Inspector of Mines to inspect mines, the procedures for obtaining permits to commence work in, on or about a mine and other procedures to be observed at a mine.

Additionally, the provisions of the Health, Safety and Reclamation Code for mines contain standards for employment, occupational health and safety, accident investigation, work place conditions, protective equipment, training programs, and site supervision. Also, the Mineral Exploration Code contains standards for exploration activities including construction and maintenance, site preparation, drilling, trenching and work in and about a water body.

Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. If the exploration activities require the falling of timber, then either a free use permit or a license to cut must be issued by the state. Items such as waste approvals may be required from the State if the proposed exploration activities are significantly large enough to warrant them. Waste approvals refer to the disposal of rock materials removed from the earth which must be reclaimed. An environmental impact statement may be required.

We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or on us in the event a potentially economic deposit is discovered.

If we anticipate disturbing ground during our mineral exploration activities, we may be required to make an application to the State for a permit. We do not anticipate any difficulties in obtaining a permit, if needed. Initial exploration activities (grid establishment, geological mapping, soil sampling, geophysical surveys) do not involve ground disturbance and as a result do not, at this time, require a work permit. Any follow-up trenching and/or drilling will require permits, applications for which will be submitted well in advance of the planned work.

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If we enter the production phase, of which there is no assurance, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. The regulatory requirements that we will have to meet will likely include:

i.

Ensuring that any water discharge meets drinking water standards;

ii.

Dust generation will have to be minimal or otherwise remediated;

iii.

Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;

iv.

All material to be left on the surface will need to be environmentally benign;

v.

Ground water will have to be monitored for any potential contaminants;

vi.

The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and

vii.

There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

ITEM 1A.  RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

Our offices are currently located at 7251 W. Lake Mead Blvd., Suite 300, Las Vegas, Nevada 89128 and our telephone number is (310) 600-8757. We currently have a year contract for this space and we lease the space for $249 per month. As of the date of this filing, we have not sought to move or change our office site as our space is adequate to meet our needs.  We do not own any real property.

On August 28, 2007, we acquired a 100% undivided interest in the Lori/Mamquam Property from Andrew Sostad pursuant to a purchase agreement for cash consideration of $6,000. The Lori/Mamquam Property claim is situated in the Vancouver Mining District, British Columbia, Canada. The property has since been abandoned.

On October 9, 2010, the Company entered into the Dolly Varden Agreement with MinQuest, pursuant to which the Company acquired the right to conduct mineral exploration activities on and in the Dolly Varden Property, consisting of Twenty-Two (22) unpatented claims, situated in Elko County, Nevada for a term of twenty (20) years with the right to renew. Additionally, the Company acquired the right to participate in the development of minerals from the Dolly Varden Property, subject to the terms of the Dolly Varden Agreement.

On November 17, 2010, the Company entered into the Hercules Agreement with MinQuest, whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (7) years on the Hercules Property, consisting of various unpatented mining claims.  On April 20, 2011, the Company entered into the Amended Hercules Agreement to amend certain terms and conditions of the Hercules Agreement including, an amendment to increase the number of claims included in the Hercules property to 88 claims.

On February 7, 2011, the Company entered into the Gilman Agreement with MinQuest, giving the Company the right to conduct mineral exploration activities on the Gilman Property consisting of unpatented mining claims, situated in Lander County, Nevada for a term of twenty (20) years with the right to renew.

ITEM 3.  LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4.  [REMOVED AND RESERVED]

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PART II

ITEM 5.

MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our common stock had been quoted on the OTC Bulletin Board since April 3, 2008 under the symbol “WLOC.OB”.  

The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTCBB for the quarterly periods indicated below based on our fiscal year end of August 31. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.   Effective December 27, 2011, our common stock was removed from quotation on the OTC Bulletin Board and our new symbol is “WLOCE.OB.”

Fiscal Quarter	High	Low
First Quarter (Sept 1, 2010 – Nov 30,2010)	$1.50	$0.37
Second Quarter (Dec 1, 2010 – Feb 28, 2011)	$2.72	$0.07
Third Quarter (Mar 1, 2011 – May 31, 2011)	$0.12	$0.05
Fourth Quarter (June 1, 2011 – Aug 31, 2011)	$0.095	$0.0499

Record Holders

As of August 31, 2011, an aggregate of 269,837,040 shares of our Common Stock were issued and outstanding and were owned by approximately 15 holders of record, based on information provided by our transfer agent.

 

Recent Sales of Unregistered Securities

Other than as previously disclosed, none.

Re-Purchase of Equity Securities

None.

 

Dividends

On December 27, 2010, the Company authorized a 4-for-1 forward split of its issued and outstanding common shares, whereby every one old share of common stock was exchanged for four new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock increased from 67,199,986 prior to the forward split to 268,799,944 following the forward split. FINRA confirmed approval of the forward split, payable as a dividend to shareholders as of January 11, 2011, and the forward split became effective on January 14, 2011. The forward split shares are payable upon surrender of certificates to the Company's transfer agent.

Securities Authorized for Issuance Under Equity Compensation Plans

 

None.

ITEM 6.  SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS

Working Capital

		August 31, 2011		August 31, 2010
Current Assets	$	2,504	$	0
Current Liabilities	$	182,688	$	66,666
Working Capital Deficit	$	(180,184)	$	(66,666)

Cash Flows

		Year Ended		Year Ended
		August 31, 2011		August 31, 2010
Cash Flows from (used in) Operating Activities	$	(204,096)	$	(21,965)
Cash Flows from (used in) Investing Activities	$	(432,195)	$	0
Cash Flows from (used in) Financing Activities	$	638,795	$	21,635
Net Increase (decrease) in Cash During Period	$	2,504	$	(330)

Operating Revenues

We have not generated any revenues since inception.

Operating Expenses and Net Loss

Operating expenses for the year ended August 31, 2011 was $373,318 compared with $1,458,866 for the year ended August 31, 2010. The decrease in operating expenditures was attributed to the issuance of 2,000,000 common shares to the Company’s President in 2010.

Net loss for the year ended August 31, 2011 was $669,336 compared with $1,458,866 for the year ended August 31, 2010. The overall decrease in net loss of $789,530 was attributed to the decline in price of  a $1,400,000 share issuance to the Company’s President in 2010, and that there were no further issuances to Officers and Directors during 2011.

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Liquidity and Capital Resources

As at August 31, 2011, the Company’s cash balance was $2,504 compared to $0 as at August 31, 2010 and its total assets were $235,706 compared with $0 as at August 31, 2010. The increase in total assets is attributed to the Hercules Property.

As at August 31, 2011, the Company had total liabilities of $182,688 compared with total liabilities of $66,666 as at August 31, 2010. The increase in total liabilities was attributed to increases in accounts payable and accrued liabilities of $22,258 as the Company did not have sufficient cash flow to settle obligations. The increase was partially offset by loans to the Company of $160,430.

As at August 31, 2011, the Company had a working capital deficit of $180,184 compared with a working capital deficit of $66,666 as at August 31, 2010. The decrease in working capital deficit was attributed to accounts payable and accrued liabilities of $22,258 due to the lack of sufficient cash flow to pay its obligations the increase was partially offset by loans to the Company of $160,430.

Cashflow from Operating Activities

During the year ended August 31, 2011, the Company used $204,096 of cash for operating activities compared to the use of $21,965 of cash for operating activities during the year ended August 31, 2010. The increase in cashflows used for operating activities is attributed to the fact that the Company received $638,795 of financing from notes payable and equity sale of common stock of which the majority was used to settle outstanding obligations of the Company and on going exploration activities.

Cashflow from Investing Activities

During the years ended August 31, 2011 the company acquired several mineral properties in the State of Nevada, investing a cumulative amount of $432,195 in these mineral properties and, in 2010, the Company did not have any cash transactions related to investing activities.

Cashflow from Financing Activities

During the year ended August 31, 2011, the Company received $638,795 of cash from financing activities compared to $21,635 for the year ended August 31, 2010. The increase in cashflows provided from financing activities is based on the fact that the Company received $638,795 of financing from third-parties and $0 from related parties to settle outstanding obligations of the Company during the day-to-day operations as compared to $21,635 in 2010.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Critical Accounting Policies

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.

Exploration Stage Enterprise

Our financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” as we devote substantially all of our efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, we will continue to prepare our financial statements and related disclosures in accordance with entities in the exploration stage.

Cost of Maintaining Mineral Properties

We do not accrue the estimated future costs of maintaining our mineral properties in good standing.

Mineral Property Acquisition Payments and Exploration Costs

We record our interest in mineral properties at cost. We expense all costs incurred on mineral properties to which we have secured exploration rights, other than acquisition costs, prior to the establishment of proven and probable reserves. If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized.

We regularly perform evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of our investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.

Exploration Expenditures

We follow a policy of expensing exploration expenditures until a production decision in respect of the project and we are reasonably assured that it will receive regulatory approval to permit mining operations which may include the receipt of a legally binding project approval certificate.

Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that we will continue exploration on such project. We do not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are reevaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.

Our exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. We have made, and expect to make in the future, expenditures to comply with such laws and regulations.

The accumulated costs of properties that are developed in the stage of commercial production will be amortized to operations through unit-of-production depletion.

11

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Recently Issued Accounting Pronouncements

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company adoption of provisions of ASU 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

12

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

WILLOW CREEK ENTERPRISES, INC.

AUGUST 31, 2011

	Index
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Stockholders’ Equity (Deficit)	F-5
Statement of Cash Flows	F-6
Notes to the Financial Statements	F-7

Note: During the year ended August 31, 2011 the Company changed Independent Registered Accounting firms, due to the fact that the Company's previous Independent Registered Accounting Ceased operations during the year ended August 31, 2011.

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Willow Creek Enterprises, Inc.

(An Exploration Stage Company)

We have audited the accompanying balance sheets of Willow Creek Enterprises, Inc.(An Exploration Stage Company) as of August 31, 2011 and the related statements of operations, changes in shareholders' equity (deficit) and cash flows for the period then ended and from inception (January 16, 2007) through August 31, 2011. 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 audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit 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 audit provides 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 Willow Creek Enterprises, Inc. as of August 31, 2011, and the results of its operations and cash flows for the periods described above 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 statement, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

February 7, 2012

F-2

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

BALANCE SHEETS

		August 31, 2011		August 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	2,504	$	-
Total Current Assets		2,504		-
Mineral rights		233,202		-
TOTAL ASSETS	$	235,706	$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable & accrued liabilities	$	22,258	$	45,031
Loans payable		160,430		21,635
Total Current Liabilities		182,688		66,666
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized,  none issued and outstanding		-		-
Common stock, $0.00025 par value, 300,000,000 shares authorized, 269,837,040 and 668,799,944 (post-split) shares issued and outstanding at August 31, 2011 and 2010 respectively		67,459		167,200
Additional paid in capital		2,212,561		1,323,800
Deficit accumulated during the exploration stage		(2,227,002)		(1,557,666)
Total Stockholders' Equity (Deficit)		53,018		(66,666)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	235,706	$	-

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

F-3

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WILLOW CREEK ENTERPRISES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
		For the Year Ended		For the Year Ended		For the Period From January 16, 2007 (Inception) to
		August 31, 2011		August 31, 2010		August 31, 2011
Revenues	$	-	$	-	$	-
Operating expenses:
Professional fees		34,318		1,436,710		1,504,819
Mineral rights impairment		198,993		-		198,993
General and administrative		140,007		22,156		227,172
Total operating expenses		373,318		1,458,866		1,930,984
Other income (expenses)
Interest expense		(9,103)		-		(9,103)
Debt settlement loss		(286,915)		-		(286,915)
Total other income (expenses)		(296,018)		-		(296,018)
Net (loss)	$	(669,336)	$	(1,458,866)	$	(2,227,002)
Weighted average number of shares outstanding during		326,490,272		661,260,216
the period - basic and diluted
Net loss per share - basic and diluted	$	(0.00)	$	(0.00)

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

F-4

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)

F-5

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WILLOW CREEK ENTERPRISES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
		For the year ended		For the year ended		For the Period From January 16, 2007 (Inception) to
		August 31, 2011		August 31, 2010		August 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(669,336)	$	(1,458,866)	$	(2,227,002)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Loss on debt settlement		286,915		-		286,915
Impairment expense on mineral property		198,993		-		198,993
Imputed interest		2,105		-		2,105
Issuance of common stock for services rendered		-		1,400,000		1,400,000
Changes in operating assets and liabilities:
Accounts payable & accrued liabilities		(22,773)		36,901		22,258
Cash (used in) operating activities		(204,096)		(21,965)		(316,731)
CASH FLOWS TO INVESTING ACTIVITIES
Mineral rights acquisition		(432,195)		-		(432,195)
Cash (used in) investing activities		(432,195)		-		(432,195)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscriptions of common stock		250,000		-		341,000
Proceeds from loans payable		389,970		21,635		411,605
Repayment of debt		(1,175)		-		(1,175)
Cash provided by financing activities		638,795		21,635		751,430
INCREASE (DECREASE) IN CASH		2,504		(330)		2,504
CASH AT BEGINNING OF PERIOD		-		330		-
CASH AT END OF PERIOD	$	2,504	$	-	$	2,504
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$	-	$	-	$	-
Cash paid for interest expense	$	-	$	-	$	-
SUPPLEMENTALNON-CASH FINANCING AND INVESTING ACTIVITIES
Issuance of common stock for services rendered	$	-	$	1,400,000	$	1,400,000
Surrender and cancellation of common stock	$	(100,000)	$	-	$	(100,000)
The accompanying notes are an integral part of these consolidated financial statements.

F-6

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 1 - NATURE OF OPERATIONS

Willow Creek Enterprises, Inc (“Company”) was incorporated in the State of Delaware on January 16, 2007. The Company was organized to explore mineral properties, currently in The State of Nevada.

NOTE 2 – GOING CONCERN

These consolidated financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of August 31, 2011, the Company had $2,504, in cash, working capital deficit of $180,184 and stockholders’ equity of $53,018 and accumulated net losses of $2,227,002 since inception. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, to develop commercially viable mining reserves, and ultimately to establish profitable operations.

Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans. Unless otherwise indicated, amounts provided in these notes to the consolidated financial statements pertain to continuing operations. The Company is not currently earning any revenues.

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company as defined by the Financial Accounting Standard Board (FASB) Accounting Standard Codification (ASC) 270. “Accounting and Reporting by Development Stage Enterprises”.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Willow Creek Development, Inc. a company incorporated under the Company Act of Alberta on August 28, 2007. All inter-company transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-7

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Regulatory Matters

The Company and its mineral property interests are subject to a variety of Canadian national and provincial regulations governing land use, health, safety and environmental matters. The Company’s management believes it has been in substantial compliance with all such regulations, and is unaware of any pending action or proceeding relating to regulatory matters that would affect the financial position of the Company.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Stock-Based Compensation

The Company accounts for stock options issued to employees in accordance with the provisions of FASB ASC 718, “Stock Compensation”.   As such, compensation cost is measured on the date of grant as the excess of current market price of the underlying stock over the exercise price.  Such compensation amounts are amortized over the respective vesting periods of the option grant.  The Company adopted the disclosure provisions of FASB ASC 718, “Accounting for Stock-Based Compensation,” and FASB ASC 718, which allows entities to provide pro forma net income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-valued based method has been applied.

The Company accounts for stock options or warrants issued to non-employees for goods or services in accordance with the fair value method of FASB ASC 718.  Under this method, the Company records an expense equal to the fair value of the options or warrants issued.  The fair value is computed using an options pricing model.

Impaired Asset Policy

The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in ASC “Property, Plant, and Equipment". The Company determines impairment by comparing the discounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.

Start-up Expenses

The Company has adopted Statement of Position (SOP) No. 98-5 ("SOP 98-5"), "Reporting the Costs of Start-up Activities," which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from inception on January 16, 2007 to August 31, 2011.

F-8

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Mineral Property Costs

Mineral property acquisition, exploration and development costs are expenses as incurred until such time as economic reserves are quantified. From that time forward, the Company will capitalize all costs to the extent that future cash flows from mineral resources equal or exceed the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. Costs related to site restoration programs will be accrued over the life of the project. To date, the Company has established proven reserves on one of its mineral properties.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar as substantially all of the Company’s operations are in Canada. The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with the ASC 830 “Foreign Currency Translation”.

Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in stockholders’ (deficit) equity, if applicable. There were no translation adjustments as of August 31, 2011.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. If applicable, exchange gains and losses are included in other items on the consolidated statements of operations. There were no exchange gains or losses as of August 31, 2011.

Basic and Diluted Loss Per Share

The Company computed basic and diluted loss per share amounts pursuant to the ASC 260 “Earnings per Share.” There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurement and Disclosures,” requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.

Comprehensive Loss

ASC 220, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of August 31, 2011, the Company has no items that represent comprehensive loss and therefore, has not included a schedule of comprehensive loss in financial statements.

F-9

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Income Taxes

Income taxes are recognized in accordance with ASC 740, “Income Taxes”, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized below.

In August 2010, the FASB issued Accounting Standard Updates No. 2010-21 (ASU No. 2010-21) “Accounting for Technical Amendments to Various SEC Rules and Schedules” and No. 2010-22 (ASU No. 2010-22) “Accounting for Various Topics – Technical Corrections to SEC Paragraphs”. ASU No 2010-21 amends various SEC paragraphs pursuant to the issuance of Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies. ASU No. 2010-22 amends various SEC paragraphs based on external comments received and the issuance of SAB 112, which amends or rescinds portions of certain SAB topics. Both ASU No. 2010-21 and ASU No. 2010-22 are effective upon issuance. The amendments in ASU No. 2010-21 and No. 2010-22 will not have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued Accounting Standard Update No. 2010-13 “Stock Compensation” (Topic 718). ASU No. 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The adoption of this ASU did not have a material impact on our consolidated financial statements; however, it may affect any future stock distributions

In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) - Amendments to Certain Recognition and Disclosure Requirements." ASU 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirements that an SEC filer disclose the date through which subsequent events have been evaluated. ASC 2010-09 was effective upon issuance and has been adopted by the Company.

F-10

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

In January 2010, the FASB has published ASU 2010-02 “Consolidation (Topic 810)- Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification,” as codified in ASC 810, “Consolidation.” ASU No. 2010-02 applies retrospectively to April 1, 2009, our adoption date for ASC 810-10-65-1 as previously discussed in this financial note. This ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a subsidiary or an exchange of a group of assets that is a business or nonprofit activity. The ASU also requires expanded disclosures. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have a material impact on our consolidated financial statements; however, it may affect future divestitures of subsidiaries or groups of assets within its scope.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06 applicable to FASB ASC 820-10, Improving Disclosures about Fair Value Measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3).

Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). This guidance is effective for interim and annual periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. As this guidance provides only disclosure requirements, the adoption of this standard did not impact the Company’s consolidated results of operations, cash flows or financial positions.

 

Other ASUs not effective until after August 31, 2011, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.

NOTE 4 – MINERAL LEASES AND CLAIMS

On August 28, 2007, the Company acquired a 100% interest in numerous claims known as the Lori/Mamquam Property and is located in the Vancouver Mining Division, British Columbia. The claims were purchased for $6,000 cash and were abandoned in 2011.

On October 9, 2010, the Company entered into that certain Minerals Lease and Agreement (the “Agreement") with MinQuest, Inc., a Nevada S Corporation ("MinQuest"), giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as Dolly Varden South (the “Property”), situated in Elko County, Nevada for a term of twenty (20) years (the “Term”) with the right to renew. As consideration, the Company shall pay ten thousand dollars ($10,000) upon execution of the Agreement, and an annual payment of ten thousand dollars ($10,000) for the remainder of the Term. Additionally, pursuant to the Agreement, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the Agreement.

F-11

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 4 – MINERAL LEASES AND CLAIMS (CONTINUED)

On November 17, 2010, the Company entered into a Minerals Lease and Agreement (the “Agreement") with MinQuest, Inc., a Nevada corporation ("MinQuest") whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (7) years on various unpatented mining claims situated in Lyon County, Nevada collectively known as the Hercules Property.  As consideration for the leased mineral rights, the Company shall pay an aggregate of $290,000 over the term of the lease and shall provide $3,500,000 in work commitments over the term of the Agreement. Additionally, MinQuest is entitled to receive a 3% royalty from all mineral production derived from the exploration and development of the Hercules Property.

On February 7, 2011, the Company entered into that certain Minerals Lease and Agreement (the “Agreement") with MinQuest, Inc., a Nevada S Corporation ("MinQuest"), giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as the Gilman Gold Property (the “Property”), situated in Lander County, Nevada for a term of twenty (20) years (the “Term”) with the right to renew.  As consideration, the Company shall pay ten thousand dollars ($10,000) (the “Base Rent”) upon execution of the Agreement, and an annual payment of the Base Rent plus any applicable annual rent increases in accordance with all of the other terms and conditions of the Agreement, for the remainder of the Term. Additionally, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the Agreement.

On April 20, 2011, the Company entered into an Amended Minerals Lease and Agreement with MinQuest (the “Amended Agreement”) to amend certain terms and conditions of the Original Agreement including, but not limited to, the following material changes from the Original Agreement to the Amended Agreement: i) the Term is extended from seven (7) years to twenty (20) years; ii) the payment schedule as set forth in paragraph 3(a) is amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 is increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A is amended to include 88 claims in the aggregate.

On April 20, 2011, the Company issued a press release announcing that it has acquired an additional two (2) mining claims as part of its Hercules Property located in Lyon County, Nevada.  

NOTE 5 – IMPAIRMENT OF LONG LIVED ASSETS

The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in ASC “Property, Plant, and Equipment". The Company determines impairment by comparing the discounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.

The amount of impairment listed below is due to acquisition costs and exploration costs associated with the Company's mineral properties prior to discovery of an indicated resource.

F-12

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 5 – IMPAIRMENT OF LONG LIVED ASSETS (CONTINUED)

		August 31,
		2011		2010
Total Cash Spent	$	432,195	$	-
Mineral Property Expense	$	198,993	$	-
Impaired		-		-
Total Mineral Property		233,202		-
Expense Capitalized		-		-

In March of 2011, a technical report was prepared and in accordance with 43-101 which is the current industry standard. In the report, an indicated resource of 16,554,587 short tons at an average grade of 0.024 ounces per ton, equating to 399,703 ounces of gold equivalent.

NOTE 6 – STOCKHOLDERS’ EQUITY

Between January 16, 2007 and August 31, 2007, the Company received one subscription from the Company’s sole officer and director totaling cash proceeds of $5,000 and the issuance of 105,000,000 common shares.

Between January 16, 2007 and August 31, 2007, the Company received subscriptions from 45 non-affiliate shareholders, totaling cash proceeds of $86,000 and the issuance of 60,199,986 common shares.

On February 23, 2010, the Company completed a 21-1 forward split of the Company’s issued and outstanding common shares, bringing the total of issued common shares to 165,199,986 from 7,866,666.

On August 10, 2010, the Company issued 2,000,000 shares of restricted common stock to the Company’s new incoming President there was no cash consideration paid for these shares and have been valued at $0.70 the trading value on the day the agreement was entered at $1,400,000.

On October 22, 2010, the Company retired a total of 100,000,000 common restricted shares owned by the Company’s former president.

From September 2011 to December 15, 2010, the Company accepted a $250,000 Loan from Duke Holdings Ltd. in exchange for: i) 606,060 shares of the Company’s common stock priced at $0.4125 per share, par value $0.001, and ii) a three (3) year warrant to purchase additional shares of the Company’s common stock priced at $0.4375 per share, par value $0.001, per the terms of the Stock Purchase Agreement. The net proceeds of the financing of $250,000 was allocated on a relative fair value basis as $606,060 to common shares and $606,060 to warrants.  The fair value of each warrant issued was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.50 years; volatility of 314.31% ; no dividend yield; and a discount rate of 0.66%.  

On January 11, 2011, the  Company accepted, per the terms of the Stock Purchase Agreement, $250,000 from Duke Holdings Ltd. in exchange for: i) 431,032 shares of the Company’s common stock priced at $0.54 per share, par value $0.001, and ii) a three (3) year warrant to purchase additional shares of the Company’s common stock priced at $0.60 per share, par value $0.001. The net proceeds of the financing of $1,679,720 was allocated on a relative fair value basis as $1,444,653 to common shares and $235,067 to warrants.  The fair value of each warrant issued was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.50 years; volatility of 214.17%; no dividend yield; and a discount rate of 0.60%.  

F-13

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 6 – STOCKHOLDERS’ EQUITY (CONTINUED)

Effective January 14, 2011, the Company completed a 4-1 forward split of the issued and outstanding shares of the Company. All amounts have been adjusted for the forward split.

As a result of the forward split, the 151,515 common shares and 151,515 share purchase warrants issued on December 15, 2010 would change to 606,060 common shares, and 606,060 share purchase warrants with an exercise price of $0.43.75 per share.

As a result of the forward split, the 107,758 common shares and 107,758 share purchase warrants issued on January 11, 2011 would change to 431,032 common shares, and 431,032 share purchase warrants with an exercise price of $0.60 per share.

NOTE 7 - LOANS PAYABLE

As of August 31, 2011, the Company had received a loan in the amount of $20,460 from an unrelated third party.  The funds are non-interest bearing, unsecured, and do not have any specific repayment terms.

As of August 31, 2011, the Company had received loans in the amount of $389,970 from an unrelated third party, of which $250,000 was converted to 606,060 common shares and 606,060 share purchase warrants with an exercise price of $0.43.75 per share. The remaining funds $139,970 are interest bearing at a rate of 10% per annum and have imputed interest to date of $2,105. The funds are unsecured, and do not have any specific repayment terms.

NOTE 8 – INCOME TAXES

The provision (benefit) for income taxes from continued operations for the years ended August 31, 2011 and 2010 consist of the following:

		August 31
		2011		2010
Current:
Federal	$	-	$	-
State		-		-
		-		-
Deferred:
Federal	$	227,574	$	494,424
State		198,203		131,429
		425,777		625,853
Valuation allowance		(425,777)		(625,853)
Provision benefit for income taxes, net	$	-	$	-

F-14

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 8 – INCOME TAXES (CONTINUED)

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

		August 31
		2011		2010
Statutory federal income tax rate		34.0%		34.0%
State income taxes and other		8.9%		8.9%
Valuation allowance		(42.9%)		(42.9%)

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

		August 31,
		2011		2010
Net operating loss carryforward	$	2,227,002	$	1,557,666
Valuation allowance		(2,227,002)		(1,557,666)
Deferred income tax asset	$	-	$	-

The Company has a net operating loss carryforward of approximately $2,227,002 available to offset future taxable income through 2020.

NOTE 9 – EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be anti-dilutive. As of August 31, 2011, there were no stock options or stock awards that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future. The information related to basic and diluted earnings per share is as follows

		Ended August 31,
		2011		2010
Numerator:
Continuing operations:
Income from continuing operations	$	(669,336)	$	(1,458,866)
Effect of dilutive convertible debt		-		-
Total	$	(669,336)	$	(1,458,866)
Discontinued operations		-		-
Loss from discontinued operations		-		-
Net income (loss)	$	(669,336)	$	(1,458,866)
Denominator:		-		-
Weighted average number of shares outstanding – basic and diluted		326,490,272		661,260,216

F-15

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WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the period of January 16, 2007 (inception)

through August 31, 2011

NOTE 10 – SUBSEQUENT EVENTS

During the year ended August 31, 2011 the Company evaluated the potential of any subsequent events and determined that the following events occurred subsequent to August 31, 2011.

On September 29, 2011, the Company issued an unsecured ten percent (10%) Promissory Note (the “Note”) to Duke Holdings Ltd. (“Duke”) in the amount of four thousand seven hundred US dollars ($4,700), to evidence funds loaned by Duke to the Company on September 29, 2011.  The Note earns simple interest accruing at ten percent (10%) per annum and is due upon demand ten (10) days written notice by Duke.

On December 27, 2011, the Company issued an unsecured ten percent (10%) Promissory Note (the “Note”) to Duke Holdings Ltd. (“Duke”) in the amount of ten thousand US dollars ($10,000), to evidence funds lent by Duke to the Company on December 9, 2011.  The Note earns simple interest accruing at ten percent (10%) per annum and is due upon demand with ten (10) days written notice by Duke.

On March 22, 2012, the Company issued an unsecured ten percent (10%) Promissory Note (the “Note”) to Duke Holdings Ltd. (“Duke”) in the amount of eighty thousand US dollars ($80,000), to evidence funds lent by Duke to the Company on March 15, 2012. The Note earns simple interest accruing at ten percent (10%) per annum and is due upon demand with ten (10) days written notice by Duke.

F-16

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ITEM 9.   

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.

On June 20, 2011, M&K CPAS, PLLC (“M&K”) was engaged as the registered independent public accountant for the Company and Jewett, Schwartz, Wolfe & Associates (“JSWA”) was dismissed as the registered independent public accountant for the Company. The decisions to appoint M&K and dismiss JSWA were approved by the Board of Directors of the Company on June 20, 2011.

Other than the disclosure of uncertainty regarding the ability for us to continue as a going concern which was included in our accountant’s report on the financial statements for the years ended August 30, 2010 and 2009, JSWA’s reports on the financial statements of the Company for the years ended August 30, 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the two most recent fiscal years and any subsequent interim period through JSWA's termination on June 20, 2011, JSWA disclosed the uncertainty regarding the ability of the Company to continue as a going concern in its accountant’s report on the financial statements.

In connection with the audit and review of the financial statements of the Company through June 20, 2011, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with JSWA's opinion to the subject matter of the disagreement.

In connection with the audited financial statements of the Company for the years ended August 30, 2010 and 2009 and interim unaudited financial statements through June 20, 2011, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.

Prior to June 20, 2011, the Company did not consult with M&K regarding (1) the application of accounting principles to specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided a copy of the foregoing disclosures to JSWA prior to the date of the filing of the Current Report on Form 8-K as filed with the SEC on June 29, 2011 and requested that JSWA furnish it with a letter addressed to the SEC stating whether or not it agrees with the statements in the Report. A copy of the letter furnished in response to that request was filed as Exhibit 16.1 to the Current Report on Form 8-K.

ITEM 9A.  CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2011. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2011 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").  

     

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2011, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

     

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

     

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO. 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of August 31, 2011, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  

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

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

	1.	Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year, 2011- 2012.
	2.	We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

ITEM 9B.  OTHER INFORMATION.

None.

14

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PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS.

Identification of Directors and Executive Officers

The following table sets forth the names and ages of our current director(s) and executive officer(s):

Name	Age	Position with the Company	Director Since
Terry Fields	68	CEO, CFO, President, Treasurer, Secretary, & Director	August 9, 2010
Larry Eastland	67	Director	March 1, 2010

The board of directors has no nominating, audit or compensation committee at this time.

Term of Office

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Delaware General Corporate Law. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation

­­

Background and Business Experience

The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:

Mr. Terry Fields: Mr. Fields received a B.S. degree from the University of California in Los Angeles in 1965, and a Juris Doctor degree from Loyola University School of Law in Los Angeles in 1968. Mr. Fields was admitted to the California State Bar in 1969 and thereafter has been practicing law for over forty years. He engaged in trial law for fifteen years, subsequently engaging in Business and Corporate Law with emphasis on finance both domestic and international while living in Europe from 1995 to 2000. Mr. Fields brings director and officer experience since 1985, as he has been and is currently the President and Director of ten public companies in the United States and Canada, mostly in the resource area. He was President of High Desert Mineral Resources from 1985 until 2000 when it was sold to Royal Gold Corporation for over $25 million. At present, Mr. Fields is a Director on the Board of Meadow Bay Capital Corp. (MAY-V), and President and Director of First Pursuit Ventures Ltd. (FPV -V) and Daulton Capital Corp. (DUCP), and maintains his law firm in Santa Monica, CA.

Mr. Larry Eastland: Mr. Eastland is a businessman with an array of political and professional experience and achievements. Working as a staff assistant and consultant to Nixon, Ford, Reagan, and others in the White House, he broadened his political experience and was an instructor in political science from 1978 to 1992. He has held a variety of volunteer positions as a member of the board of directors of several committees and political councils. Since 1980, Mr. Eastland has been Chairman of the Board of Directors of LEA Capital Advisors, Inc., an international business and investment advisory group specializing in taking private companies public with various offices worldwide.

Identification of Significant Employees

We have no significant employees other than Mr. Terry Fields, our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.

Family Relationship

We currently do not have any officers or directors of our Company who are related to each other.   

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Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i.

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Audit Committee and Audit Committee Financial Expert

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities.  The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer.  A written copy of the Code is available on written request to the Company and is filed with the SEC on November 15, 2007 as part of the Company’s SB-2 that is incorporated by reference hereto as Exhibit 14.01.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended August 31, 2011, Forms 5 and any amendments thereto furnished to us with respect to the year ended August 31, 2011, and the representations made by the reporting persons to us, we believe that during the year ended August 31, 2011, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

ITEM 11.  EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to our executive officers during the twelve month periods ended August 31, 2011 and 2010: 

Summary Compensation Table

 

Name and Principal Position	Fiscal Year Ended 8/31	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Terry Fields (1) President, CEO, CFO, Treasurer, Secretary, and Director	2011	36,000	-0-	-0-	-0-	-0-	-0-	-0-	36,000
	2010	3,000	-0-	1,400,000(2)	-0-	-0-	-0-	-0-	1,403,000
Sidney Swick(3) Former President, CEO, CFO, Treasurer, Secretary, and Director	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2010	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

(1)

On August 9, 2010, Mr. Terry Fields entered into an Employment Agreement with the Company, which provides that Mr. Fields shall serve as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director for an initial term of one year, which term shall thereafter be automatically renewed for additional terms of one year until terminated.   In exchange, Mr. Fields received a one-time fully-paid issuance of two million (2,000,000) shares of the Company’s common stock and shall receive a monthly salary of $3,000.

(2)

This dollar estimate is based on the grant date aggregate fair value at the close of business in accordance with FASB ASC Topic 718.

(3)

On August 9, 2010, Mr. Sidney Swick resigned from all positions with the Company, including President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. During his time as officer of the Company, Mr. Swick received no compensation.

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Narrative Disclosure to Summary Compensation Table

There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-End

No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the year ended August 31, 2011.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  

 

Compensation Committee

 

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

Our directors receive no extra compensation for their service on our Board of Directors.

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

Security Ownership of Management

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of August 31, 2011, by: (i) our directors; (ii) our named executive officer; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.  Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of  Beneficial Ownership(1) (#)	Percent of Class(2) (%)
Terry Fields(3) 7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128	Common	28,000,000	10.38%
Larry Eastland(4) 7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128	Common	-0-	-0-
All Officers and Directors as a Group (2 Persons)	Common	28,000,000	10.38%
Blackjack Capital LLC 2248 Forestglade Dr. Smoke Rise, GA 30087	Common	26,600,000	9.86%

1.	The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
2.	Based on 269,837,040 issued and outstanding shares of Common Stock as of August 31, 2011.
3.	Terry Fields received 2,000,000 shares of the Company’s common stock (pre-forward split) pursuant to an Employment Agreement executed on August 9, 2010. Mr. Fields received a transfer of 5,000,000 shares (pre-forward split) from Sidney Swick on or about October 21, 2010.
4.	Larry Eastland became a director of the Company on March 1, 2010 and does not own or control any shares of the Company.

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Changes in Control

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

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

Related Party Transactions

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

·  

Disclosing such transactions in reports where required;

·

Disclosing in any and all filings with the SEC, where required;

·  

Obtaining disinterested directors consent; and

·  

Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  

According to the NASDAQ definition, Terry Fields is not an independent director because he is also an executive officer of the Company.

According to the NASDAQ definition, Larry Eastland is an independent director because he is not an officer of the Company and is not a beneficial owner of the Common Stock of the Company.

Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

		Year Ended August 31, 2011		Year Ended August 31, 2010
Audit fees	$	5,500	$	7,500
Audit-related fees	$	2,000	$	9,000
Tax fees	$	0	$	0
All other fees	$	2,500	$	880
Total	$	10,000	$	17,380

Audit Fees

During the fiscal years ended August 31, 2011, we incurred approximately $5,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended August 31, 2011.

During the fiscal year ended August 31, 2010, we incurred approximately $7,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended August 31, 2010.

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Audit-Related Fees

The aggregate fees billed during the fiscal years ended August 31, 2011 and 2010 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $2,000 and $9,000, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended August 31, 2011 and 2010 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.

All Other Fees

The aggregate fees billed during the fiscal year ended August 31, 2011 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $2,500 and $880, respectively.

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PART IV

ITEM 15.

EXHIBITS.

(a)

Exhibits

[Signature Page to Follow]

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SIGNATURES

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

WILLOW CREEK ENTERPRISES, INC.

Dated: April 5, 2012

/s/ Terry Fields            

By: Terry Fields

Its: President, Principal Executive Officer& Principal

Financial Officer, Secretary and Treasurer

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

Dated: April 5, 2012

/s/ Terry Fields             

By: Terry Fields– Director

Dated: April 5, 2012

/s/ Larry Eastland         

By: Larry Eastland – Director

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