Sara Creek Gold Corp.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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80310R 107
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(CUSIP Number)
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7582 Las Vegas Boulevard South #247
Las Vegas, NV 89123
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(702) 664-1246
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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October 25, 2013
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 80310R 107
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Manhattan Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-8001314
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) x
|
||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS
SC
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
6,000,000
|
|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
6,000,000
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1107% (1)
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|||
14
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TYPE OF REPORTING PERSON
00 (Limited Liability Company)
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(1)
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The number of outstanding shares of Common Stock for purposes of this calculation consists of 11,961,983 shares outstanding as of October 25, 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 September 18, 2013 (the “Plan of Reorganization”), between SCNRG, LLC, a California limited liability company (“SCNRG”), Darren Katic, Gerald Tywoniuk, Manhattan Holdings LLC, a Delaware limited liability company (“Manhattan Holdings”), 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.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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1
|
NAMES OF REPORTING PERSONS
Matthew F. Hagen
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
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
6,000,000
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
6,000,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1107% (1)
|
|||
14
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TYPE OF REPORTING PERSON
IN
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(1)
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The number of outstanding shares of Common Stock for purposes of this calculation consists of 11,961,983 shares outstanding as of October 25, 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 September 18, 2013 (the “Plan of Reorganization”), between SCNRG, LLC, a California limited liability company (“SCNRG”), Darren Katic, Gerald Tywoniuk, Manhattan Holdings LLC, a Delaware limited liability company (“Manhattan Holdings”), 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.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Item 5.
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Interest in Securities of the Issuer.
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Shared
Voting
Power
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Sole Voting
Power
|
Shared
Dispositive
Power
|
Sole
Dispositive
Power
|
|||||
Manhattan Holdings, LLC
|
6,000,000
|
0
|
6,000,000
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0
|
||||
Matthew F. Hagen
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6,000,000
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0
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6,000,000
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0
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit
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Description
|
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99.1
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Joint Filing Agreement of the Reporting Persons
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Dated: November 4, 2013
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Manhattan Holdings, LLC
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/s/ Matthew F. Hagen | |
Matthew F. Hagen, Managing Member
|
|
Dated: November 4, 2013
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/s/ Matthew F. Hagen |
Matthew F. Hagen, an individual
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Manhattan Holdings, LLC
|
|
/s/ Matthew F. Hagen | |
Matthew F. Hagen, Managing Member
|
|
/s/ Matthew F. Hagen | |
Matthew F. Hagen, an individual
|