a112132sc13da1.htm

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 25, 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. o

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).

1	NAMES OF REPORTING PERSONS Manhattan Holdings, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-8001314
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 Delaware
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	TYPE OF REPORTING PERSON 00 (Limited Liability Company)

(1)

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.

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	TYPE OF REPORTING PERSON IN

(1)

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.

This Statement is filed jointly on behalf of Manhattan Holdings and Matthew F. Hagen (“Hagen” and collectively with Manhattan Holdings, the “Reporting Persons”). Hagen is the managing member of Manhattan Holdings.

Hagen is employed as the Chief Executive Officer of Lexington Management, LLC. The principal place of business and principal offices of Lexington Management, LLC are located at PO BOX 11360 St. Thomas, USVI 00801.

Neither of the Reporting Persons has, 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.

The securities of the Issuer were acquired by the Reporting Persons on October 25, 2013 in consideration for the sale of all of the Reporting Persons’ membership interest in and to SCNRG to Issuer, pursuant to the terms of the Plan of Reorganization.

The Reporting Persons have acquired beneficial ownership of the shares of Common Stock for investment purposes. The Reporting Persons from time to time intend to review their 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, the Reporting Persons will take such actions in the future as they 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 them or otherwise acquired by them, either in the open market or in privately negotiated transactions.

The Reporting Persons currently do 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. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their 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.

(a) As of October 25, 2013, the Reporting Persons were the beneficial owners of 6,000,000 shares of Common Stock, which represents approximately 23.1107% of the outstanding shares of Common Stock. Percentage ownership is calculated based on 25,961,983 shares of outstanding Common Stock as of October 25, 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 Agreement and Plan of Reorganization between Issuer and SCNRG, LLC.

	Shared Voting Power	Sole Voting Power	Shared Dispositive Power	Sole Dispositive Power

Manhattan Holdings, LLC	6,000,000	0	6,000,000	0

Matthew F. Hagen	6,000,000	0	6,000,000	0

On October 25, 2013, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”), in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.

Dated: November 4, 2013	Manhattan Holdings, LLC

	/s/ Matthew F. Hagen
	Matthew F. Hagen, Managing Member


Dated: November 4, 2013	/s/ Matthew F. Hagen
	Matthew F. Hagen, an individual

Exhibit		Description

99.1		Joint Filing Agreement of the Reporting Persons