10-Q

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 February 29, 2012

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

Securities registered pursuant to Section 12(b) of the Act:	None
Securities registered pursuant to Section 12(g) of the Act:	None

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:  3,166,985 shares of common stock as of April 15, 2012

1

SARA CREEK GOLD CORP.

FOR THE FISCAL QUARTER ENDED

FEBRUARY 29, 2012

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	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4	Controls and Procedures	16
PART II
Item 1	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3	Defaults Upon Senior Securities	17
Item 4	Mine Safety Disclosures	17
Item 5	Other Information	17
Item 6	Exhibits	17
	Signatures	18

2

PART I

Item 1 Financial Statements

SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
	February 29, 2012			August 31, 2011
ASSETS	(Unaudited)
Current assets
Cash	$	3,936		$	1,458
Total current assets		3,936			1,458
Total assets	$	3,936		$	1,458
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	47,803		$	49,446
Note payable - stockholder		13,966			13,966
Notes payable		87,692			58,926
Total current liabilities		149,461			122,338
Total liabilities		149,461			122,338
Commitments and contingencies
Stockholders' deficit
Common stock; $0.001 par value; 750,000,000
shares authorized, 3,166,985
shares issued and outstanding, respectively		3,167			3,167
Additional paid in capital		558,926			558,926
Accumulated deficit		(707,618	)		(682,973	)
Total stockholders' deficit		(145,525	)		(120,880	)
Total liabilities and stockholders' deficit	$	3,936		$	1,458

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

3

SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
UNAUDITED
													From June 12, 2006
	For the three months ended						For the six months ended						(inception) to
	February 29, 2012			February 28, 2011			February 29, 2012			February 28, 2011			February 29, 2012
										(Restated)
Operating expenses
General and administrative	$	12,981		$	382		$	20,879		$	63,626		$	699,926
Total operating expenses		12,981			382			20,879			63,626			699,926
Loss from operations		(12,981	)		(382	)		(20,879	)		(63,626	)		(699,926	)
Other expense
Interest expense		(1,995	)		(1,233	)		(3,766	)		(1,397	)		(7,692	)
Total other expense		(1,995	)		(1,233	)		(3,766	)		(1,397	)		(7,692	)
Loss from operations before income taxes		(14,976	)		(1,615	)		(24,645	)		(65,023	)		(707,618	)
Provision for income taxes		-			-			-			-			-
Net loss	$	(14,976	)	$	(1,615	)	$	(24,645	)	$	(65,023	)	$	(707,618	)
Net loss per common share - basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.04	)	$	(0.43	)
Weighted average common shares outstanding -
basic and diluted		3,166,985			1,490,000			3,166,977			1,490,000			1,656,395

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

4

SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
					Stock								Total
	Common Stock				Subscription			Additional		Accumulated			Stockholders'
	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 stock pursuant to a private
placement 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		-		-			-		-			-
Net loss		-		-		-			-		(24,645	)		(24,645	)
Balance, February 29, 2012 (Unaudited)		3,166,985	$	3,167	$	-		$	558,926	$	(707,618	)	$	(145,525	)

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

5

SARA CREEK GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
UNAUDITED
							From June 12, 2006
	For the Six Months Ended						(inception) to
	February 29, 2012			February 28, 2011			February 29, 2012
				(Restated)
Cash flows from operating activities:
Net loss	$	(24,645	)	$	(65,023	)	$	(707,618	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Loss on settlement of debt		-			58,739			432,894
Accrued interest on notes payable		3,766			1,397			7,692
Changes in operating assets and liabilities:
Increase (decrease) accounts payable and accrued liabilities		(1,643	)		(1,418	)		47,803
Net cash used by operating activities		(22,522	)		(6,305	)		(219,229	)
Cash flows from investing activities:
Notes receivable, net		-			(58,739	)		(432,894	)
Net cash provided (used) by investing activities		-			(58,739	)		(432,894	)
Cash flows from financing activities:
Proceeds from notes payable - stockholder		-			-			35,321
Repayment of notes payable - stockholder		-			-			(21,355	)
Proceeds from notes payable		25,000			65,000			583,093
Issuance of common stock for cash		-			-			59,000
Net cash provided by financing activities		25,000			65,000			656,059
Net change in cash		2,478			(44	)		3,936
Cash, beginning of period		1,458			137			-
Cash, end of period	$	3,936		$	93		$	3,936
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-
Supplemental disclosure of non-cash financing activity
Stock issued in exchange for debt	$	-		$	503,093		$	503,093

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

6

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 29, 2012

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 Accounting - 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, 2011.

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 six months ended February 29, 2012 are not necessarily indicative of results for the full fiscal year.

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

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 implementation of the business plan and obtaining debt and/or equity related financing.

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.

7

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 29, 2012

UNAUDITED

Cash and Cash Equivalents - 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.

Concentration of Credit Risk for Cash Held at Banks - The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation.  As of February 29, 2012 and August 31, 2011 no amounts were in excess of the federally insured program, respectively.

Revenue Recognition Policy - The Company will recognize revenue once all of the following criteria for revenue recognition have been met: 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 February 29, 2012.

Income Taxes - The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.”  Under FASB ASC 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

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

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

Fair Value of Financial Instruments - FASB ASC 825, “Disclosure About Fair Value of Financial Instruments,” requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.  As of February 29, 2012 and August 31, 2011 the carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature of such financial instruments, respectively.

8

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 29, 2012

UNAUDITED

Dividends - The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on our earnings, capital requirements and financial condition, as well as other relevant factors.  

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 February 29, 2012 and August 31, 2011, respectively.

Risks and Uncertainties - The Company’s operations and future are dependent in a large part on its ability to locate economically developable deposits of precious metals.  The Company’s inability to locate and extract precious metals may have a material adverse effect on its financial condition, results of operations and cash flows.

New Accounting Pronouncements - There are no recent accounting pronouncements that are expected to have an effect on the Company’s interim unaudited 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 February 29, 2012, the Company had total current assets of $3,936 and a working capital deficit in the amount of $145,525. The Company incurred a net loss of $24,645 during the six months ended February 29, 2012 and an accumulated net loss of $707,618 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.

9

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 29, 2012

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. RESTATMENT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2011 AND THE SIX MONTHS ENDED FEBRUARY 28, 2011

The financial statements included in the Company’s original Form 10-K for the fiscal year ended August 31, 2010 and filed on January 6, 2011 were audited by Davis Accounting Group P.C. (formerly known as Etania Audit Group P.C.).  The audit report was issued by Davis Accounting Group P.C. from Cedar City, Utah and was dated December 14, 2010.

The licenses of Mr. Edwin Reese Davis, Jr. and his firm, Davis Accounting Group P.C., lapsed on September 30, 2008 and were formally revoked as of November 4, 2010 by the Utah Division of Occupational & Professional Licensing (“DOPL”).  As Davis Accounting Group P.C. was not licensed when it issued its audit report on the Company’s financial statements, the Company may not include the audit reports in its filings with the Commission.

On April 13, 2011, the Company amended its Form 10-K for the fiscal year ended August 31, 2010 to remove the audit report of Davis Accounting Group P.C. and restate the financial statements as unaudited.

The financial statements for the year ended August 31, 2011 have been audited by L.L. Bradford & Company, LLC.  Their audit reported is included on the Company’s Form 10-K for the fiscal year ended August 31, 2011 and was filed on December 13, 2011.

The unaudited interim financial statements for the six months ended February 28, 2011, included on Form 10-Q for the quarter ended February 28, 2012, have been restated to reflect a resolution by the Board of Directors to forgive $58,739 in outstanding notes receivable as of February 28, 2011.

See also Note 5 regarding notes receivable and bad debt expense.

5.           NOTES RECEIVABLE AND BAD DEBT EXPENSE

On January 20, 2010, the Company entered into a loan agreement with Kapelka Exploration, Inc. (“Kapelka”).  Under the terms of the loan agreement the Company agreed to provide Kapelka with cash advances of up to $500,000 for general operating purposes. Any funds advanced under the loan were non-interest bearing and were to be repaid to the Company no later than December 31, 2015.  On January 20, 2011 the Company’s Board of Directors resolved to forgive accumulated advances of $418,876 indebted to the Company and recorded the loss to bad debt expense.

10

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 29, 2012

UNAUDITED

On February 3, 2010 the Company entered into a memorandum of understanding with Ophir Exploration Inc. (“Ophir”) and advanced $30,000 at an interest rate of 5% per annum.  On January 28, 2011 the Company’s Board of Directors resolved to forgive the $30,000 indebted to the Company, together with accrued interest in the amount of $1,442, and recorded the loss to bad debt expense.

Bad debt expense for the six months ended February 29, 2012 and February 28, 2011 totaled $0 and $58,740, respectively.

6.           NOTE PAYABLE - STOCKHOLDER

As of February 29, 2012 and August 31, 2011 there was a balance due to a stockholder in the amount of $13,966.  This balance is unsecured, non-interest bearing and has no specific terms of repayment.

7.           NOTES PAYABLE

As of August 31, 2010, the Company received advances totaling $488,093.   During the six months ended February 28, 2011, the Company received an additional $15,000 for an accumulative balance of $503,093.  These advances were non-interest bearing, unsecured, and due on demand.  On February 8, 2011, the outstanding debt of $503,093 was exchanged for 1,676,977 shares of common stock at $0.30 per share.  Therefore, as of February 29, 2012 and August 31, 2011, the balance together with accrued interest totaled $0.  There was no gain or loss recorded on the conversion of the debt.

On November 18, 2010 the Company entered into an unsecured promissory note in the amount of $50,000. The note bears interest of 10% per annum and was due on December 31, 2011.  As of February 29, 2012 and August 31, 2011, the balance together with accrued interest totaled $56,411 and $53,918, respectively.  The Company is currently in the process of executing an agreement with the creditor to convert the outstanding debt into shares of the Company’s $0.01 par value common stock.

On August 25, 2011 the Company entered into an unsecured promissory note in the amount of $5,000. The note bears interest of 10% per annum and is due on August 24, 2012.  As of February 29, 2012 and August 31, 2011, the balance together with accrued interest totaled $5,258 and $5,008, respectively.

11

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 29, 2012

UNAUDITED

On September 20, 2011 the Company entered into two unsecured promissory notes for a total amount of $10,000. The notes bear interest of 10% per annum and are due on September 19, 2012.  As of February 29, 2012, the balance together with accrued interest totaled $10,444.

On October 11, 2011 the Company entered into an unsecured promissory note in the amount of $15,000. The note bears interest of 10% per annum and is due on October 10, 2012.  As of February 29, 2012, the balance together with accrued interest totaled $15,579.

8.           STOCKHOLDERS’ EQUITY (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.

On June 12, 2006, the Company issued 1,000,000 shares of its $0.001 par value common stock to various directors at $0.001 per share for a subscription receivable of $10,000, which was received in 2007.

On February 14, 2008, the Company issued 490,000 shares of its $0.001 par value common stock pursuant to a private placement at $0.10 per share for gross proceeds in the amount of $49,000.

On February 8, 2011, the Company issued 1,676,977 shares of its $0.001 par value common stock in exchange for outstanding debt in the amount of $503,093 at $0.30 per share.  See also Note 4 regarding notes payable.

9.           LEGAL PROCEEDINGS

On November 10, 2011, a claim in the amount of $14,452 was filed against the Company for past due legal services rendered. At the time of this filing the Company is unable to determine the validity of the claims contained therein.

12

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.  Various statements have been made in this Quarterly Report on Form 10-Q 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, from time to time, 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 respond to increasing competition and to changes in consumer preferences in the apparel industry; our ability to generate sufficient cash flows and maintain adequate sources of liquidity to finance our ongoing operations and our capital expenditures; our ability to absorb increasing labor and product costs; and our ability to create and maintain our brand.  The Company undertakes no obligation to update or revise any forward-looking statements.

History and Overview

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.

Plan of Operations

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

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

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 and six months ended February 29, 2012 and February 28, 2011

During the three months ended February 29, 2012 and February 28, 2011, we incurred net losses of $14,976 and $1,615, consisting of general and administrative expense in the amounts of $12,981 and $382 and interest expense of $1,995 and $1,233, respectively.

During the six months ended February 29, 2012 and February 28, 2011, we incurred net losses of $24,645 and $65,023, consisting of general and administrative expense in the amounts of $20,879 and $63,626 and interest expense of $3,766 and $1,397, respectively.  General and administrative expense during 2011 included notes receivable of $58,739 which was written off as bad debt expense.

For the period from June 12, 2006 (inception) to February 29, 2012

We did not earn any revenues from June 12, 2006 (inception) through February 29, 2012 but incurred a net loss in the amount of $707,618. This loss consisted of general and administrative expense in the amount of $699,926 and interest expense of $7,692.  General and administrative expense during this period included notes receivable of $432,894 which was written off as bad debt expense.

13

Operating Activities

During the six months ended February 29, 2012, the Company has increased its cash position by $2,478.  During this period we used cash in the amount of $22,522 for operating activities which includes a net loss of $24,645 offset by accrued interest on notes payable of $3,766 and a decrease in accounts payable and accrued liabilities in the amount of $1,643.

During the six months ended February 28, 2011, the Company used cash in the amount of $6,305 for operating activities. Cash used in operating activities included a net loss of $63,023 offset by a $58,739 loss on settlement of debt, accrued interest on notes payable of $1,397 and a decrease in accounts payable and accrued liabilities of $1,418.

During the period from June 12, 2006 (inception) to February 29, 2012, the Company used $219,229 of cash for operating activities.  This includes an accumulative net loss of $707,618 offset by a $432,894 loss on settlement of debt, accrued interest on notes payable of $7,692 and an increase in accounts payable and accrued liabilities of $47,803.

Investing Activities

There were no investing activities for the six months ended February 29, 2012.   By comparison, during the six months ended February 28, 2011, investing activities advanced cash in the amount of $58,739.  This amount included cash advances to third parties in the form of notes receivable which were written off as bad debt expense.

For the period from June 12, 2006 (inception) to February 29, 2012, 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 six months ended February 29, 2012 and 2011, the Company received proceeds from notes payable in the amounts of $25,000 and $65,000 for total cash provided by financing activities of $25,000 and $65,000, respectively.

From June 12, 2006 (inception) to February 29, 2012, the Company received proceeds from a loan due to a stockholder of $35,321, repaid $21,355 to the stockholder, received proceeds from notes payable in the amount of $583,093 and received proceeds from issuance of common stock of $59,000 for total cash provided by financing activities of $656,059.  $503,093 of the proceeds from notes payable was converted to common stock during the year ended August 31, 2011.

Liquidity and Financial Condition

As of February 29, 2012 the Company had cash of $3,936, current liabilities of $149,461 and a working capital deficit of $145,525.  During the six months ended February 29, 2012, the Company had a loss of $24,645 and used net cash of $22,522 for operating activities.

To date, we have relied on investor capital to fund our operations having raised $59,000 from the issuance of common stock since inception and $583,093 from investors through debt, $503,093 of which was converted to common stock during the year ended August 31, 2011.

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 February 29, 2012, the Company had total current assets of $3,936 and a working capital deficit in the amount of $145,525. The Company incurred a net loss of $24,645 during the six months ended February 29, 2012 and an accumulated net loss of $707,618 since inception.  The Company has not earned any revenues since inception and its cash resources are insufficient to meet its planned business objectives.

14

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.

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.

Summary of Significant Accounting Policies

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their 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.

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

The accounting policies identified as critical are as follows:

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 implementation of the business plan and obtaining debt and/or equity related financing.

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 and Cash Equivalents

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 six 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 an effect on the Company’s interim unaudited 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).

15

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 (principal executive officer) and Chief Financial Officer (principal 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 principal executive officer and principal financial officer have 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 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.

16

PART II

Item 1 Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

On November 10, 2011, a claim in the amount of $14,452 was filed against the Company for past due legal services rendered. At the time of this filing the Company is unable to determine the validity of the claims contained therein.

Item 1A Risk Factors

Not required for a smaller reporting company.

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.

17

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:  April 19, 2012	/s/ Kristian Andresen
	Kristian Andresen President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Accounting and Financial Officer)

 18

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Kristian Andresen, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Sara Creek Gold Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. As the registrant’s sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 19, 2012	/s/ Kristian Andresen
	Kristian Andresen President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Sara Creek Gold Corp. (the “Company”) on Form 10-Q for the quarter ended February 29, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kristian Andresen, President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 19, 2012	/s/ Kristian Andresen
	Kristian Andresen President, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Financial Officer)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Feb. 29, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - 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, 2011.

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 six months ended February 29, 2012 are not necessarily indicative of results for the full fiscal year.

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

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 implementation of the business plan and obtaining debt and/or equity related financing.

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 and Cash Equivalents - 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.

Concentration of Credit Risk for Cash Held at Banks - The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation.  As of February 29, 2012 and August 31, 2011 no amounts were in excess of the federally insured program, respectively.

Revenue Recognition Policy - The Company will recognize revenue once all of the following criteria for revenue recognition have been met: 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 February 29, 2012.

Income Taxes - The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes."  Under FASB ASC 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

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

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

Fair Value of Financial Instruments - FASB ASC 825, "Disclosure About Fair Value of Financial Instruments," requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.  As of February 29, 2012 and August 31, 2011 the carrying amounts and estimated fair values of the Company's financial instruments approximate their fair value due to the short-term nature of such financial instruments, respectively.

Dividends - The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on our earnings, capital requirements and financial condition, as well as other relevant factors.  

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 February 29, 2012 and August 31, 2011, respectively.

Risks and Uncertainties - The Company's operations and future are dependent in a large part on its ability to locate economically developable deposits of precious metals.  The Company's inability to locate and extract precious metals may have a material adverse effect on its financial condition, results of operations and cash flows.

New Accounting Pronouncements - There are no recent accounting pronouncements that are expected to have an effect on the Company's interim unaudited financial statements.

XML

DESCRIPTION OF BUSINESS

6 Months Ended

Feb. 29, 2012

DESCRIPTION OF BUSINESS [Abstract]

DESCRIPTION OF BUSINESS

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.

XML

BALANCE SHEETS (USD $)	Feb. 29, 2012	Aug. 31, 2011
Current assets
Cash	$ 3,936	$ 1,458
Total current assets	3,936	1,458
Total assets	3,936	1,458
Current liabilities
Accounts payable and accrued liabilities	47,803	49,446
Note payable - stockholder	13,966	13,966
Notes payable	87,692	58,926
Total current liabilities	149,461	122,338
Total liabilities	149,461	122,338
Commitments and contingencies
Stockholders' deficit
Common stock; $0.001 par value; 750,000,000 shares authorized, 3,166,977 shares issued and outstanding, respectively	3,167	3,167
Additional paid in capital	558,926	558,926
Accumulated deficit	(707,618)	(682,973)
Total stockholders' deficit	(145,525)	(120,880)
Total liabilities and stockholders' deficit	$ 3,936	$ 1,458

XML

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) (USD $)	3 Months Ended	12 Months Ended
	Aug. 31, 2006	Aug. 31, 2011	Aug. 31, 2008
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) [Abstract]
Issuance of stock in period, per share value	$ 0.001	$ 0.3	$ 0.1

XML

STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended		69 Months Ended
	Feb. 29, 2012	Feb. 28, 2011	Feb. 29, 2012
Cash flows from operating activities:
Net loss	$ (24,645)	$ (65,023)	$ (707,618)
Adjustments to reconcile net loss to net cash used by operating activities:
Loss on settlement of debt		58,739	432,894
Accrued interest on notes payable	3,766	1,397	7,692
Changes in operating assets and liabilities:
Increase (decrease) accounts payable and accrued liabilities	(1,643)	(1,418)	47,803
Net cash used by operating activities	(22,522)	(6,305)	(219,229)
Cash flows from investing activities:
Notes receivable, net		58,739	432,894
Net cash provided (used) by investing activities		(58,739)	(432,894)
Cash flows from financing activities:
Proceeds from notes payable - stockholder			35,321
Repayment of notes payable - stockholder			(21,355)
Proceeds from notes payable	25,000	65,000	583,093
Issuance of common stock for cash			59,000
Net cash provided by financing activities	25,000	65,000	656,059
Net change in cash	2,478	(44)	3,936
Cash, beginning of period	1,458	137
Cash, end of period	3,936	93	3,936
Supplemental disclosure of cash flow information:
Interest paid
Taxes paid
Supplemental disclosure of non-cash financing activity
Stock issued in exchange for debt		$ 503,093	$ 503,093

XML

BALANCE SHEETS (Parenthetical) (USD $)	Feb. 29, 2012	Aug. 31, 2011
BALANCE SHEETS [Abstract]
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	3,166,985	3,166,977
Common stock, shares outstanding	3,166,985	3,166,977

XML

Document and Entity Information	6 Months Ended
	Feb. 29, 2012	Apr. 15, 2012
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 29, 2012
Entity Registrant Name	SARA CREEK GOLD CORP.
Entity Central Index Key	0001415286
Current Fiscal Year End Date	--08-31
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,166,985

XML

STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended		69 Months Ended
	Feb. 29, 2012	Feb. 28, 2011	Feb. 29, 2012	Feb. 28, 2011	Feb. 29, 2012
Operating expenses
General and administrative	$ 12,981	$ 382	$ 20,879	$ 63,626	$ 699,926
Total operating expenses	12,981	382	20,879	63,626	699,926
Loss from operations	(12,981)	(382)	(20,879)	(63,626)	(699,926)
Other expense
Interest expense	(1,995)	(1,233)	(3,766)	(1,397)	(7,692)
Total other expense	(1,995)	(1,233)	(3,766)	(1,397)	(7,692)
Loss from operations before income taxes	(14,976)	(1,615)	(24,645)	(65,023)	(707,618)
Provision for income taxes
Net loss	$ (14,976)	$ (1,615)	$ (24,645)	$ (65,023)	$ (707,618)
Net loss per common share - basic and fully diluted	$ (0.01)	$ 0.0	$ (0.01)	$ (0.04)	$ (0.43)
Weighted average common shares outstanding - basic and diluted	3,166,985	1,490,000	3,166,977	1,490,000	1,656,395

XML

NOTES RECEIVABLE AND BAD DEBT EXPENSE

6 Months Ended

Feb. 29, 2012

NOTES RECEIVABLE AND BAD DEBT EXPENSE [Abstract]

NOTES RECEIVABLE AND BAD DEBT EXPENSE

5.           NOTES RECEIVABLE AND BAD DEBT EXPENSE

On January 20, 2010, the Company entered into a loan agreement with Kapelka Exploration, Inc. ("Kapelka").  Under the terms of the loan agreement the Company agreed to provide Kapelka with cash advances of up to $500,000 for general operating purposes. Any funds advanced under the loan were non-interest bearing and were to be repaid to the Company no later than December 31, 2015.  On January 20, 2011 the Company's Board of Directors resolved to forgive accumulated advances of $418,876 indebted to the Company and recorded the loss to bad debt expense.

On February 3, 2010 the Company entered into a memorandum of understanding with Ophir Exploration Inc. ("Ophir") and advanced $30,000 at an interest rate of 5% per annum.  On January 28, 2011 the Company's Board of Directors resolved to forgive the $30,000 indebted to the Company, together with accrued interest in the amount of $1,442, and recorded the loss to bad debt expense.

Bad debt expense for the six months ended February 29, 2012 and February 28, 2011 totaled $0 and $58,740, respectively.

XML

RESTATMENT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2011 AND THE SIX MONTHS ENDED FEBRUARY 28, 2011

6 Months Ended

Feb. 29, 2012

RESTATMENT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2011 AND THE SIX MONTHS ENDED FEBRUARY 28, 2011 [Abstract]

RESTATMENT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2011 AND THE SIX MONTHS ENDED FEBRUARY 28, 2011

4. RESTATMENT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2011 AND THE SIX MONTHS ENDED FEBRUARY 28, 2011

The financial statements included in the Company's original Form 10-K for the fiscal year ended August 31, 2010 and filed on January 6, 2011 were audited by Davis Accounting Group P.C. (formerly known as Etania Audit Group P.C.).  The audit report was issued by Davis Accounting Group P.C. from Cedar City, Utah and was dated December 14, 2010.

The licenses of Mr. Edwin Reese Davis, Jr. and his firm, Davis Accounting Group P.C., lapsed on September 30, 2008 and were formally revoked as of November 4, 2010 by the Utah Division of Occupational & Professional Licensing ("DOPL").  As Davis Accounting Group P.C. was not licensed when it issued its audit report on the Company's financial statements, the Company may not include the audit reports in its filings with the Commission.

On April 13, 2011, the Company amended its Form 10-K for the fiscal year ended August 31, 2010 to remove the audit report of Davis Accounting Group P.C. and restate the financial statements as unaudited.

The financial statements for the year ended August 31, 2011 have been audited by L.L. Bradford & Company, LLC.  Their audit reported is included on the Company's Form 10-K for the fiscal year ended August 31, 2011 and was filed on December 13, 2011.

The unaudited interim financial statements for the six months ended February 28, 2011, included on Form 10-Q for the quarter ended February 28, 2012, have been restated to reflect a resolution by the Board of Directors to forgive $58,739 in outstanding notes receivable as of February 28, 2011.

See also Note 5 regarding notes receivable and bad debt expense.

XML

STOCKHOLDERS' EQUITY (DEFICIT)

6 Months Ended

Feb. 29, 2012

STOCKHOLDERS' EQUITY (DEFICIT) [Abstract]

STOCKHOLDERS' EQUITY (DEFICIT)

8.           STOCKHOLDERS' EQUITY (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.

On June 12, 2006, the Company issued 1,000,000 shares of its $0.001 par value common stock to various directors at $0.001 per share for a subscription receivable of $10,000, which was received in 2007.

On February 14, 2008, the Company issued 490,000 shares of its $0.001 par value common stock pursuant to a private placement at $0.10 per share for gross proceeds in the amount of $49,000.

On February 8, 2011, the Company issued 1,676,977 shares of its $0.001 par value common stock in exchange for outstanding debt in the amount of $503,093 at $0.30 per share.  See also Note 4 regarding notes payable.

XML

NOTE PAYABLE - STOCKHOLDER

6 Months Ended

Feb. 29, 2012

NOTE PAYABLE - STOCKHOLDER [Abstract]

NOTE PAYABLE - STOCKHOLDER

6.           NOTE PAYABLE - STOCKHOLDER

As of February 29, 2012 and August 31, 2011 there was a balance due to a stockholder in the amount of $13,966.  This balance is unsecured, non-interest bearing and has no specific terms of repayment.

XML

NOTES PAYABLE

6 Months Ended

Feb. 29, 2012

NOTES PAYABLE [Abstract]

NOTES PAYABLE

7.           NOTES PAYABLE

As of August 31, 2010, the Company received advances totaling $488,093.   During the six months ended February 28, 2011, the Company received an additional $15,000 for an accumulative balance of $503,093.  These advances were non-interest bearing, unsecured, and due on demand.  On February 8, 2011, the outstanding debt of $503,093 was exchanged for 1,676,977 shares of common stock at $0.30 per share.  Therefore, as of February 29, 2012 and August 31, 2011, the balance together with accrued interest totaled $0.  There was no gain or loss recorded on the conversion of the debt.

On November 18, 2010 the Company entered into an unsecured promissory note in the amount of $50,000. The note bears interest of 10% per annum and was due on December 31, 2011.  As of February 29, 2012 and August 31, 2011, the balance together with accrued interest totaled $56,411 and $53,918, respectively.  The Company is currently in the process of executing an agreement with the creditor to convert the outstanding debt into shares of the Company's $0.01 par value common stock.

On August 25, 2011 the Company entered into an unsecured promissory note in the amount of $5,000. The note bears interest of 10% per annum and is due on August 24, 2012.  As of February 29, 2012 and August 31, 2011, the balance together with accrued interest totaled $5,258 and $5,008, respectively.

On September 20, 2011 the Company entered into two unsecured promissory notes for a total amount of $10,000. The notes bear interest of 10% per annum and are due on September 19, 2012.  As of February 29, 2012, the balance together with accrued interest totaled $10,444.

On October 11, 2011 the Company entered into an unsecured promissory note in the amount of $15,000. The note bears interest of 10% per annum and is due on October 10, 2012.  As of February 29, 2012, the balance together with accrued interest totaled $15,579.

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LEGAL PROCEEDINGS

6 Months Ended

Feb. 29, 2012

LEGAL PROCEEDINGS [Abstract]

LEGAL PROCEEDINGS

9.           LEGAL PROCEEDINGS

On November 10, 2011, a claim in the amount of $14,452 was filed against the Company for past due legal services rendered. At the time of this filing the Company is unable to determine the validity of the claims contained therein.

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STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $)	Total	Common Stock [Member]	Stock Subscription Receivable [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance, values at Jun. 11, 2006
Balance, shares at Jun. 11, 2006
Issuance of stock, values		1,000	(10,000)	9,000
Issuance of stock, shares		1,000,000
Net loss	(1,230)				(1,230)
Balance, values at Aug. 31, 2006	(1,230)	1,000	(10,000)	9,000	(1,230)
Balance, shares at Aug. 31, 2006		1,000,000
Receipt of stock subscription receivable	10,000		10,000
Net loss	(5,855)				(5,855)
Balance, values at Aug. 31, 2007	2,915	1,000		9,000	(7,085)
Balance, shares at Aug. 31, 2007		1,000,000
Issuance of stock, values	49,000	490		48,510
Issuance of stock, shares		490,000
Net loss	(58,567)				(58,567)
Balance, values at Aug. 31, 2008	(6,652)	1,490		57,510	(65,652)
Balance, shares at Aug. 31, 2008		1,490,000
Net loss	(30,806)				(30,806)
Balance, values at Aug. 31, 2009	(37,458)	1,490		57,510	(96,458)
Balance, shares at Aug. 31, 2009		1,490,000
Net loss	(513,721)				(513,721)
Balance, values at Aug. 31, 2010	(551,179)	1,490		57,510	(610,179)
Balance, shares at Aug. 31, 2010		1,490,000
Issuance of stock, values	503,093	1,677		501,416
Issuance of stock, shares		1,676,977
Net loss	(72,794)				(72,794)
Balance, values at Aug. 31, 2011	(120,880)	3,167		558,926	(682,973)
Balance, shares at Aug. 31, 2011	3,166,977	3,166,977
Adjustment for rounding differences		8
Net loss	(24,645)				(24,645)
Balance, values at Feb. 29, 2012	$ (145,525)	$ 3,167		$ 558,926	$ (707,618)
Balance, shares at Feb. 29, 2012	3,166,985	3,166,985

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GOING CONCERN

6 Months Ended

Feb. 29, 2012

GOING CONCERN [Abstract]

GOING CONCERN

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 February 29, 2012, the Company had total current assets of $3,936 and a working capital deficit in the amount of $145,525. The Company incurred a net loss of $24,645 during the six months ended February 29, 2012 and an accumulated net loss of $707,618 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.

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.