0001214659-13-006045.txt : 20131031 0001214659-13-006045.hdr.sgml : 20131031 20131031123854 ACCESSION NUMBER: 0001214659-13-006045 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131031 DATE AS OF CHANGE: 20131031 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SARA CREEK GOLD CORP. CENTRAL INDEX KEY: 0001415286 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 980511130 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87671 FILM NUMBER: 131181659 BUSINESS ADDRESS: STREET 1: 5348 VEGAS DRIVE, #236 CITY: LAS VEGAS, STATE: NV ZIP: 89108 BUSINESS PHONE: 702-952-9677 MAIL ADDRESS: STREET 1: 5348 VEGAS DRIVE, #236 CITY: LAS VEGAS, STATE: NV ZIP: 89108 FORMER COMPANY: FORMER CONFORMED NAME: UVENTUS TECHNOLOGIES CORP DATE OF NAME CHANGE: 20090901 FORMER COMPANY: FORMER CONFORMED NAME: UVENTUS TECHONOLOGIES CORP DATE OF NAME CHANGE: 20071016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYWONIUK GERALD A CENTRAL INDEX KEY: 0001232481 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 5900 CHERRY AVENUE CITY: LONG BEACH STATE: CA ZIP: 90805-4408 SC 13D 1 o10251311sc13d.htm o10251311sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
 
 Sara Creek Gold Corp.
(Name of Issuer)
 
 Common Stock
(Title of Class of Securities)
   
 80310R 107
(CUSIP Number)

7582 Las Vegas Boulevard South #247
Las Vegas, NV 89123
 (702) 664-1246
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 October 31, 2013
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
 *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
CUSIP No. 80310R 107
SCHEDULE 13D
  
 
 
1
NAMES OF REPORTING PERSONS
Gerald Allen Tywoniuk
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
SC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Canada (Dual Citizenship)
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
2,000,000
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
2,000,000
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7035% (1)
14
TYPE OF REPORTING PERSON
IN
 
(1) 
The number of outstanding shares of Common Stock for purposes of this calculation consists of 11,961,983 shares outstanding as of October [_], 2013, as reported by Sara Creek Gold Corp., a Nevada Corporation (the “Issuer”), in its Quarterly Report on form 10-Q for the quarter ended May 31, 2013 and the Disclosure Schedules to that certain Agreement and Plan of Reorganization, dated October [_], 2013 (the “Plan of Reorganization”), between SCNRG, LLC, a California limited liability company (“SCNRG”), Darren Katic, Gerald Tywoniuk (“Tywoniuk”), Manhattan Holdings LLC, a Delaware limited liability company, and Issuer, together with the 14,000,000 shares to be added in connection with the transaction which brings about the filing of this Schedule 13D.
 
 
 
 
CUSIP No. 80310R 107
SCHEDULE 13D
  
 
 
Item 1.
Security and Issuer.
 
This statement on Schedule 13D (the “Statement”) is related to shares of common stock, $0.001 par value per share (the “Common Stock”), of Sara Creek Gold Corp., a Nevada Corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 7582 Las Vegas Boulevard South #247, Las Vegas, Nevada 89123.
 
Item 2.
Identity and Background
 
This Statement is filed on behalf of Tywoniuk. The business address for Tywoniuk is 111 W. Ocean Blvd., Suite 400, Long Beach, CA 90802.
 
Tywoniuk is an independent consultant, providing senior finance and accounting services, and he serves on two public company boards.  He is also a Managing Member of SCNRG, LLC.. The principal place of business and principal office of SCNRG is located at 326 S. Pacific Coast Highway, Suite 102, Redondo Beach, CA 90277.
 
Tywoniuk has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
Tywoniuk has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Tywoniuk is a dual citizen of the United States and Canada.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The securities of the Issuer were acquired by Tywoniuk on October [__], 2013 in consideration for the sale of all of Tywoniuk’s membership interest in and to SCNRG to Issuer, pursuant to the terms of the Plan of Reorganization.
 
Item 4.
Purpose of Transaction.
 
Tywoniuk acquired beneficial ownership of the shares of Common Stock for investment purposes. Tywoniuk from time to time intends to review his investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities.  Based upon such review, Tywoniuk will take such actions in the future as he may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by him or otherwise acquired by him, either in the open market or in privately negotiated transactions.
 
Tywoniuk currently does not have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D.  Tywoniuk reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider his position, change his purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.
 
 
 
 
CUSIP No. 80310R 107
SCHEDULE 13D
  
 
 
Item 5.
Interest in Securities of the Issuer.
 
(a) As of October [_], 2013, Tywoniuk was the beneficial owner of 2,000,000 shares of Common Stock, which represents approximately 7.7035% of the outstanding shares of Common Stock.  Percentage ownership is calculated based on 25,961,983 shares of outstanding Common Stock as of October [_], 2013, as reported in the Issuer’s Quarterly Report on form 10-Q for the quarter ended May 31, 2013, along with the Disclosure Schedules to the Plan of Reorganization.
 
(b)
 
   
Shared
Voting
Power
  
Sole Voting
Power
  
Shared
Dispositive
Power
  
Sole
Dispositive
Power
                 
Gerald Allen Tywoniuk
  
0
  
2,000,000
  
0
  
2,000,000
 
(c)           Not applicable.
 
(d)          There were no transactions in the past 60 days between Tywoniuk and the Issuer other than the transaction which brings about the filing of this Schedule 13D.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 
Item 7.
Material to be Filed as Exhibits.
 
 
N/A

 
 
 
CUSIP No. 80310R 107
SCHEDULE 13D
  
 
 
SIGNATURES
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 31, 2013
 /s/ Gerald Allen Tywoniuk
  Gerald Allen Tywoniuk, an individual