HAWKER ENERGY, INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - HAWKER ENERGY, INC.	Financial_Report.xls
EX-31.1 - HAWKER ENERGY, INC.	exhibit31_1.htm
EX-32.1 - HAWKER ENERGY, INC.	exhibit32_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File No. 000-52892

Sara Creek Gold Corp.

(Exact name of registrant as specified in its charter)

Nevada	98-0511130
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7582 Las Vegas Boulevard South #247 Las Vegas, Nevada	89123
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 664-1246

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 past 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.

ý Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

ý Yes o No (Not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ý Yes o No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 10,281,985 shares of common stock as of July 15, 2013.

SARA CREEK GOLD CORP.

FOR THE FISCAL QUARTER ENDED

FEBRUARY 28, 2013

INDEX TO FORM 10-Q

PART I		Page

Item 1	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4	Controls and Procedures	15

PART II

Item 1	Legal Proceedings	15
Item 1A	Risk Factors	15
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	15
Item 4	Mine Safety Disclosures	15
Item 5	Other Information	15
Item 6	Exhibits	15
	Signatures	16

PART I

Item 1 Financial Statements

SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS



	May 31, 2013			August 31, 2012
ASSETS	Unaudited

Current assets
Cash	$	11,153		$	15,942
Total current assets		11,153			15,942

Total assets	$	11,153		$	15,942


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	4,755		$	57,407
Accounts payable - related party		15,000			-
Notes payable - related party		13,966			13,966
Total current liabilities		33,721			71,373

Long term liabilities
Convertible note payable		59,000			-
Discount on convertible note payable		(50,818	)		-
Total long term liabilities		8,182			-

Total liabilities		41,903			71,373

Commitments and contingencies

Stockholders' deficit
Common stock; $0.001 par value; 750,000,000
shares authorized, 10,281,985 and 9,281,985
shares issued and outstanding, respectively		10,282			9,282
Common stock payable		-			300
Additional paid in capital		775,620			682,320
Deficit accumulated during the development stage		(816,652	)		(747,333	)
Total stockholders' deficit		(30,750	)		(55,431	)

Total liabilities and stockholders' deficit	$	11,153		$	15,942

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

SARA CREEK GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

UNAUDITED


													From June 12, 2006
	For the Three Months Ended						For the Nine Months Ended						(Inception) to
	May 31, 2013			May 31, 2012			May 31, 2013			May 31, 2012			May 31, 2013

Operating expenses
General and administrative	$	22,439		$	5,495		$	63,165		$	26,374		$	801,439
Total operating expenses		22,439			5,495			63,165			26,374			801,439

Loss from operations		(22,439	)		(5,495	)		(63,165	)		(26,374	)		(801,439	)

Other expense
Gain on foreign currency translation		-			-			518			-			518
Gain on settlement of debt		-			-			3,143			-			3,143
Interest expense		(8,862	)		(1,367	)		(9,815	)		(5,133	)		(18,874	)
Total other expense		(8,862	)		(1,367	)		(6,154	)		(5,133	)		(15,213	)

Loss from operations before income taxes		(31,301	)		(6,862	)		(69,319	)		(31,507	)		(816,652	)
Provision for income taxes		-			-			-			-			-
Net loss	$	(31,301	)	$	(6,862	)	$	(69,319	)	$	(31,507	)	$	(816,652	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding -
basic and diluted		10,112,754			5,508,289			10,281,985			3,953,111

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

SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' (DEFICIT)

											Stock								Total
	Common Stock				Common Stock Payable						Subscription			Additional		Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Receivable			Paid-in Capital		Deficit			Equity (Deficit)
Balance, June 12, 2006 (Inception)		-	$	-		-		$	-		$	-		$	-	$	-		$	-

Issuance of stock at $0.001 per share		1,000,000		1,000		-			-			(10,000	)		9,000		-			-

Net loss		-		-		-			-			-			-		(1,230	)		(1,230	)

Balance, August 31, 2006		1,000,000		1,000		-			-			(10,000	)		9,000		(1,230	)		(1,230	)

Receipt of stock subscription receivable		-		-		-			-			10,000			-		-			10,000

Net loss		-		-		-			-			-			-		(5,855	)		(5,855	)

Balance, August 31, 2007		1,000,000		1,000		-			-			-			9,000		(7,085	)		2,915

Issuance of common stock in exchange
for cash at $0.10 per share		490,000		490		-			-			-			48,510		-			49,000

Net loss		-		-		-			-			-			-		(58,567	)		(58,567	)

Balance, August 31, 2008		1,490,000		1,490		-			-			-			57,510		(65,652	)		(6,652	)

Net loss		-		-		-			-			-			-		(30,806	)		(30,806	)

Balance, August 31, 2009		1,490,000		1,490		-			-			-			57,510		(96,458	)		(37,458	)

Net loss		-		-		-			-			-			-		(513,721	)		(513,721	)

Balance, August 31, 2010		1,490,000		1,490		-			-			-			57,510		(610,179	)		(551,179	)

Issuance of common stock in exchange
for debt at $0.30 per share		1,676,977		1,677		-			-			-			501,416		-			503,093

Net loss		-		-		-			-			-			-		(72,794	)		(72,794	)

Balance, August 31, 2011		3,166,977		3,167		-			-			-			558,926		(682,973	)		(120,880	)

Adjustment for rounding differences		8		-		-			-			-			-		-			-

Issuance of common stock in exchange
for debt at $0.01 per share		5,000,000		5,000		-			-			-			45,000		-			50,000

Issuance of common stock in exchange
for debt at $0.05 per share		600,000		600		-			-			-			29,400		-			30,000

Accrued interest waived by stockholders		-		-		-			-			-			9,059		-			9,059

Issuance of common stock in exchange
for services rendered at $0.05 per share		515,000		515		-			-			-			25,235		-			25,750

Issuance of common stock in exchange
for cash at $0.05 per share		-		-		300,000			300			-			14,700		-			15,000

Net loss		-		-		-			-			-			-		(64,360	)		(64,360	)

Balance, August 31, 2012		9,281,985		9,282		300,000			300			-			682,320		(747,333	)		(55,431	)

Issuance of common stock in exchange
for cash at $0.05 per share		1,000,000		1,000		(300,000	)		(300	)		-			34,300		-			35,000

Beneficial conversion feature		-		-		-			-			-			59,000		-			59,000

Net loss		-		-		-			-			-			-		(69,319	)		(69,319	)

Balance, May 31, 2013 (Unaudited)		10,281,985	$	10,282		-		$	-		$	-		$	775,620	$	(816,652	)	$	(30,750	)

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

SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
UNAUDITED

							From June 12, 2006
	For the Nine Months Ended						(Inception) to
	May 31, 2013			May 31, 2012			May 31, 2013

Cash flows from operating activities:
Net loss	$	(69,319	)	$	(31,507	)	$	(816,652	)
Adjustments to reconcile net loss to net
cash used by operating activities:
(Gain) loss on settlement of debt		(3,143	)		-			429,751
Gain on foreign currency translation		(518	)		-			(518	)
Amortization of beneficial conversion feature		8,182			-			8,182
Accrued interest on notes payable		1,633			5,133			10,692
Issuance of common stock for services		-			-			25,750
Changes in operating assets and liabilities:
Accounts payable		23,376			968			80,783
Net cash used by operating activities		(39,789	)		(25,406	)		(262,012	)
	#REF!
Cash flows from investing activities:
Notes receivable, net		-			-			(432,894	)
Net cash used by investing activities		-			-			(432,894	)
	#REF!
Cash flows from financing activities:
Proceeds from notes payable		-			25,000			618,414
Repayment of notes payable		-			-			(21,355	)
Issuance of common stock for cash		35,000			-			109,000
Net cash provided by financing activities		35,000			25,000			706,059
	#REF!
Net change in cash		(4,789	)		(406	)		11,153

Cash, beginning of period		15,942			1,458			-

Cash, end of period	$	11,153		$	1,052		$	11,153
								-
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-

Supplemental disclosure of non-cash financing activity
Stock issued in exchange for debt	$	-		$	89,059		$	583,093
Accrued interest waived by stockholders	$	-		$	9,059		$	9,059

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

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NINE MONTHS ENDED MAY 31, 2013

UNAUDITED

1. DESCRIPTION OF BUSINESS

Sara Creek Gold Corp. (“the Company”) was incorporated under the laws of the State of Nevada on June 12, 2006, under the name of Uventus Technologies Corp. On September 23, 2009, the Company merged with its wholly owned subsidiary and changed its name to Sara Creek Gold Corp. to better reflect its business plan which is the acquisition, exploration, and development of gold and other mineral resource properties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended August 31, 2012.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the nine months ended May 31, 2013 are not necessarily indicative of results for the full fiscal year.

Exploration Stage Company - The Company’s financial statements are presented as a company in the exploration stage of business. Activities during the exploration stage primarily include obtaining debt and/or equity related financing, the acquisition of mineral rights, and the exploration and development of natural resources on potential mineral claims. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations, stockholders’ deficit and cash flows from inception to the current balance sheet date.

Year-End - The Company has selected August 31 as its year end.

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NINE MONTHS ENDED MAY 31, 2013

UNAUDITED

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash - Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.

The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation. As of May 31, 2013 no amounts were in excess of the federally insured program, respectively.

Revenue Recognition - The Company will recognize revenue once pervasive evidence that an agreement exists; the product or service has been rendered; the fee is fixed and determinable based on the completion of stated terms and conditions; and collection of the amount due is reasonably assured. The Company did not realize any revenues from June 12, 2006 (inception) through May 31, 2013.

Exploration and Development Costs - In general, exploration costs are expensed as incurred. When the Company has determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. During the periods ended May 31, 2013 and 2012 the Company recorded exploration costs of $0 and $0, respectively.

Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry forward period under the Federal tax laws.

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NINE MONTHS ENDED MAY 31, 2013

UNAUDITED

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Financial Instruments - Financial instruments consist of cash, accounts receivable, accounts payable, notes payable and advances payable. Recorded values of cash, accounts payable and accrued liabilities approximate fair values due to the short maturities of such instruments. Recorded values for notes payable and related liabilities approximate fair values, since their stated or imputed interest rates are commensurate with prevailing market rates for similar obligations.

Earnings (Loss) per Share - Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The computation of basic and diluted loss per share for the periods presented is equivalent since the Company had continuing losses. The Company had no common stock equivalents as of May 31, 2013 and 2012, respectively.

New Accounting Pronouncements - There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

3. GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of May 31, 2013, the Company had total current assets of $11,153 and a working capital deficit in the amount of $22,568. The Company incurred a net loss of $69,319 during the nine months ended May 31, 2013 and an accumulated net loss of $816,652 since inception. The Company has not earned any revenues since inception and its cash resources are insufficient to meet its planned business objectives.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NINE MONTHS ENDED MAY 31, 2013

UNAUDITED

Management’s plan in this regard, is to raise capital through a combination of equity and debt financing sufficient to finance the continuing operations for the next twelve months. However, there can be no assurance that the Company will be successful in raising such financing. As an alternative, the Company may be amenable to a sale, merger, or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

4. NOTES PAYABLE

In 2006, the Company received various advances from a shareholder totaling $13,966 for operating expenses. The advances do not bear interest and are payable on demand. As of May 31, 2013, the Company has not received a payment demand and the balance outstanding remains at $13,966.

On February 19, 2013, the Company issued a Convertible Note Purchase Agreement to Lindsey Capital Corp. in the amount of $59,000. Pursuant to the note agreement, Lindsey Capital Corp. purchased certain outstanding liabilities of the Company in exchange for the aforementioned note. The note is convertible into common stock at a price of $0.05 per share, accrues interest at an annual rate of 10% and matures on February 19, 2015. As a result of the benefit attributable to the conversion feature, the Company recorded a discount on the note in the amount of $59,000 which will be amortized to interest expense over the two year term of the note. As of May 31, 2013, the Company has recognized $8,182 in connection with the discount.

5. STOCKHOLDERS’ (DEFICIT)

On September 23, 2009, the Company affected a 15 for 1 forward stock split of its authorized, issued, and outstanding common stock.

On February 8, 2011, the Company affected a 30 for 1 reverse stock split of its authorized, issued, and outstanding common stock.

The accompanying financial statements have been adjusted to reflect the forward and reverse stock splits, retroactively.

Year Ended August 31, 2006

The Company issued 1,000,000 shares of its par value common stock to various directors at $0.001 per share for a subscription receivable of $10,000, which was received in 2007.

Year Ended August 31, 2008

The Company issued 490,000 shares of its par value common stock pursuant to a private placement at $0.10 per share for gross proceeds in the amount of $49,000.

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NINE MONTHS ENDED MAY 31, 2013

UNAUDITED

Year Ended August 31, 2011

The Company issued 1,676,977 shares of its par value common stock in exchange for outstanding debt in the amount of $503,093 at $0.30 per share.

Year Ended August 31, 2012

The Company issued 5,000,000 shares of its par value common stock in exchange for outstanding debt in the amount of $50,000 at $0.01 per share.

The Company issued 600,000 shares of its par value common stock in exchange for outstanding debt in the amount of $30,000 at $0.05 per share.

Upon conversion of $80,000 in debt, the note holders elected to waive accrued interest totaling $9,059 which is presented as a contribution on the statement of stockholders’ deficit. See also Note 5 regarding notes payable.

The Company issued 515,000 shares of its par value common stock in exchange for services rendered in the amount of $25,750 at $0.05 per share.

The Company received gross proceeds in the amount of $15,000 for 300,000 shares of its par value common stock at $0.05 per share. As of August 31, 2012, the shares had not been issued and are recorded as common stock payable.

Nine months ended May 31, 2013

The Company issued 700,000 shares of its par value common stock in exchange for cash at $0.05 per share for gross proceeds in the amount of $35,000. In addition, the Company issued 300,000 shares which had been recorded to common stock payable as of August 31, 2012.

6. SUBSEQUENT EVENTS

The Company has evaluated subsequent events between the balance sheet date of May 31, 2013 and the date the financial statements were issued, and concluded that events or transactions occurring during that period requiring recognition or disclosure have been made.

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our unaudited interim financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. Various statements have been made herein that may constitute “forward-looking statements”. Forward-looking statements may also be made in the Company’s other reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) and in other documents. In addition, the Company through its management may make oral forward-looking statements.

Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from such statements. The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance, and therefore, you should not put undue reliance upon them. Some of the statements that are forward-looking include: our ability to successfully implement our business plan; our estimates of revenues and of other expenses associated with our operations; our ability to identify, explore and extract mineralized material; and our ability to generate sufficient cash flows and maintain adequate sources of liquidity to finance our ongoing operations and capital expenditures. The Company undertakes no obligation to update or revise any forward-looking statements.

History and Overview

Sara Creek Gold Corp. was incorporated under the laws of the State of Nevada on June 12, 2006, under the name of Uventus Technologies Corp. On September 23, 2009, we merged with our wholly owned subsidiary and changed our name to Sara Creek Gold Corp. to better reflect our business plan which is the acquisition, exploration, and development of gold, oil, gas and mineral resources and properties.

Plan of Operations

Our overall strategy is to target the exploration and acquisition of mining, and oil and gas, interests that allow for economically viable revenue, development and production.

Results of Operations

The following discussion of the financial condition and results of operations should be read in conjunction with the unaudited financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

Three months ended May 31, 2013 and 2012

During the three months ended May 31, 2013 we had no revenues and a net loss of $31,301 consisting of primarily general and administrative expenses. Similarly, during the three months ended May 31, 2012, we incurred a net loss of $6,862 consisting primarily of general and administrative expenses. The increase was due to our consulting fees of $15,000 due to a related party and amortization of beneficial conversion and interest expense from the convertible notes payable.

Nine months ended May 31, 2013 and 2012

During the nine months ended May 31, 2013 we had no revenues and a net loss of $69,319 consisting of primarily general and administrative expenses. Similarly, during the nine months ended May 31, 2012, we incurred net loss of $31,507 also consisting of primarily general and administrative expenses. The increase was due to our consulting fees of $15,000 due to a related party and amortization of beneficial conversion and interest expense from the convertible notes payable. Additionally, we had a gain on foreign currency translation of $518 and a gain on settlement of debt of $3,143.

For the period from June 12, 2006 (inception) to May 31, 2013

We did not earn any revenues from June 12, 2006 (inception) through May 31, 2013 but incurred a net loss in the amount of $816,652. This loss consisted primarily of general and administrative expenses.

Operating Activities

During the nine months ended May 31, 2013 we used cash in the amount of $39,789 for operating activities which included a net loss of $69,319 and accrued interest on notes payable of $1,633 and a decrease in accounts payable in the amount of $23,376.

Similarly, during the nine months ended May 31, 2012 we used cash in the amount of $25,406 for operating activities. Cash used in operating activities included a net loss of $31,507, accrued interest on notes payable of $5,133 and a decrease in accounts payable of $968.

During the period from June 12, 2006 (inception) to May 31, 2013, we used $262,012 of cash for operating activities. This includes an accumulative net loss of $816,652, a net loss on settlement of debt of $429,751, accrued interest on notes payable of $10,692, issuance of common stock of $25,750, and an increase in accounts payable of $80,783.

Investing Activities

There were no investing activities for the nine months ended May 31, 2013 and 2012. For the period from June 12, 2006 (inception) to May 31, 2013, cash used in investing activities totaled $432,894 and included cash advances to third parties in the form of notes receivable which were written off as bad debt expense during the years ended August 31, 2010 and 2011.

Financing Activities

During the nine months ended May 31, 2013, we received proceeds from notes payable in the amount of $0 and proceeds from the issuance of common stock in the amount of $35,000 for total cash provided by financing activities of $35,000.

Similarly, during the nine months ended May 31, 2012, we received proceeds from notes payable in the amount of $25,000 for total cash provided by financing activities of $25,000.

From June 12, 2006 (inception) to May 31, 2013, the Company received proceeds from notes payable in the amount of $618,414, repaid $21,355 to the note holders, and received proceeds from issuance of common stock of $109,000 for total cash provided by financing activities of $706,059; $583,093 of the proceeds from notes payable was converted to common stock and stockholders waived $9,059 in accrued interest as of May 31, 2013.

Liquidity and Financial Condition

As of May 31, 2013 we had cash of $11,153, current liabilities of $33,721 and a working capital deficit of $22,568. During the nine months ended May 31, 2013, the Company had a net loss of $69,319 and used net cash of $39,789 for operating activities.

To date, we have relied on investor capital to fund our operations having raised $109,000 from the issuance of common stock since inception and $677,414 from investors through debt, $21,355 of which was repaid and $583,093 of which was converted to common stock leaving a balance due of $13,966 in notes payable due to a related party and $59,000 of convertible note payable as of May 31, 2013.

We are in the exploration stage of our business and have not generated any revenues from operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the implementation of our plan of operations, and possible cost overruns due to price and cost increases.

We presently do not have any available credit, financing or other external sources of liquidity. In order to obtain future capital, we may need to sell additional shares of common stock or borrow funds from private lenders. We have no assurance that future financings will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders and any downturn in the U.S. stock and debt markets is likely to make it more difficult to obtain financing through the issuance of equity or debt securities. As a result, there can be no assurance that we will be successful in obtaining additional funding.

Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of May 31, 2013, we had total current assets of $11,153 and a working capital deficit in the amount of $22,568. We incurred a net loss of $69,319 during the nine months ended May 31, 2013 and an accumulated net loss of $816,652 since inception. We have not earned any revenues since inception and its cash resources are insufficient to meet its planned business objectives.

These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

Management’s plan in this regard, is to raise capital through a combination of equity and debt financing sufficient to finance the continuing operations for the next twelve months. However, there can be no assurance that we will be successful in raising such financing. As an alternative, we may be amenable to a sale, merger, or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

Summary of Significant Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our unaudited interim financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our unaudited interim financial statements:

Exploration Stage Company

Our financial statements are presented as a company in the exploration stage of business. Activities during the exploration stage primarily include obtaining debt and/or equity related financing, the acquisition of mineral rights, and the exploration and development of natural resources on potential mineral claims. As an exploration stage enterprise, we disclose the deficit accumulated during the exploration stage and the cumulative statements of operations, stockholders’ deficit and cash flows from inception to the current balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.

Net Loss per Common Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Recently Issued Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3 Quantitative and Qualitative Disclosures about Market Risk

Not required for a smaller reporting company.

Item 4 Controls and Procedures

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our President, Chief Executive and Interim Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) and 15d-15 (b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our Chief Executive and Interim Chief Financial Officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our President, Chief Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1 Legal Proceedings

None.

Item 1A Risk Factors

N/A

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 Defaults upon Senior Securities

None.

Item 4 Mine Safety Disclosures

N/A.

Item 5 Other Information

None.

Item 6 Exhibits

Number	Exhibit

31.1	Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

* Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Sara Creek Gold Corp.

Date: July 15, 2013		/s/ Kristian Andresen
		Kristian Andresen President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Accounting and Financial Officer)

HAWKER ENERGY, INC. - FORM 10-Q - July 15, 2013

Attached files

HAWKER ENERGY, INC. Reports