10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended August 31, 2013

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

For the transition period from _______ to _______

Commission File No. 000-52892

Sara Creek Gold Corp.

(Exact name of registrant as specified in its charter)

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

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

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

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

Securities registered pursuant to Section 12(g) of the Securities Act:

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes         ý No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

o Yes         ý No

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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). o Yes   ý No

As of February 28, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $1,452,297, based on the closing sales price of the registrant’s common stock as reported on the OTCQB market on such date.  This calculation does not reflect a determination that persons are affiliates for any other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  25,961,983 shares of common stock as of November 12, 2013.

1

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs including, statements concerning registrant's operations, performance, financial condition and growth. For this purpose, any statement contained in this annual report on Form 10-K that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as ability of registrant to pursue its business plan and commence operations. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements. 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.

Throughout this annual report references to “we”, “our”, “us”, “Sara Creek”, “the Company”, and similar terms refer to Sara Creek Gold Corp.

2

SARA CREEK GOLD CORP.

FOR THE FISCAL YEAR ENDED

AUGUST 31, 2013

INDEX TO FORM 10-K

PART I		Page
Item 1	Business	4
Item 1A	Risk Factors	6
Item 1B	Unresolved Staff Comments	6
Item 2	Properties	6
Item 3	Legal Proceedings	8
Item 4	Mine Safety Disclosures	8
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6	Selected Financial Data	9
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8	Financial Statements and Supplementary Data	13
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	26
Item 9A	Controls and Procedures	26
Item 9B	Other Information	26
PART III
Item 10	Directors, Executive Officers and Corporate Governance	27
Item 11	Executive Compensation	28
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13	Certain Relationships and Related Transactions, and Director Independence	29
Item 14	Principal Accounting Fees and Services	29
PART IV
Item 15	Exhibits, Financial Statement Schedules	30

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PART I

Item 1 Business

Organizational History

Sara Creek Gold Corp. (“we”, “our”, “us”, “Sara Creek” or “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, we merged with our wholly owned subsidiary and changed our name to Sara Creek Gold Corp.

Overview

We are in the oil and gas exploitation business and our goal is to acquire and develop mature leases, interests and other rights to oil and gas producing properties with proven undeveloped potential.

Fiscal Year ended August 31, 2013

On July 18, 2013, we acquired the rights to a 2.5% working interest in the DF#15 well in the Sawtelle Field (the “Well”) effective as of June 30, 2013. The Well produces oil and is currently drilled pursuant to an oil and gas lease held by a third party, Breitburn Energy Company LLP.

The Sawtelle Field is located in west Los Angeles and was discovered in August 1965. The field is one of a series of oil accumulations in the "urban trend" at the extreme north end of the Los Angeles basin. Two separate hydrocarbon traps occur in the field, and both result from the Santa Monica fault.  Reservoir engineering studies indicate primary depletion will permit the recovery of 18.8 % of original oil in place.

Recent Business Developments Subsequent to August 31, 2013

ACQUISITION OF SCNRG

On October 25, 2013, we acquired SCNRG, LLC, a California limited liability company (“SCNRG”) in exchange for 14 million shares of our Common Stock.  As a result of the acquisition, SCNRG has become a wholly-owned subsidiary of us.

SCNRG owns a two-thirds interest in an oil producing property known as the DEEP Lease. SCNRG holds an option to purchase the remaining one-third interest in the DEEP Lease prior to December 31, 2013 for an aggregate price of $325,000.

The DEEP Lease consists of 40 acres of land including both surface and mineral rights located within the Midway-Sunset oil field.  Midway-Sunset is a very large oil field in Kern County, San Joaquin Valley, California. Discovered in 1894, and having a cumulative production of close to 3 billion barrels of oil through the end of 2006, it is the largest oil field in California and the third largest in the United States.  Wells drilled in the Midway-Sunset oil field produce primarily 13° to 15° API gravity oil from numerous productive semi-consolidated Miocene sands, ranging in depth from 1,400’ to approximately 3,500’. The productive intervals in the DEEP Lease are the Monarch sand at about 1,600’, and the Top Oil sand at about 1,450’. Both sands are characterized with above-average permeability (.5 Darcy to 2 Darcies) and porosity (25% to 35%), and low water saturation (under 35%). The net Top Oil thickness averages about 35’, and the Monarch thickness averages about 80’.

Oil production on the DEEP Lease is subject to a 20.9% overriding royalty interest, and SCNRG bears its 66.67% share of this amount.  In addition, there is a terminating Net Profits Interest (“NPI”) on the DEEP Lease.  The NPI calls for 40% of the net cash flow to be paid each month to the owner of the NPI, with a minimum monthly payment of $2,978 (SCNRG’s share is 66.67%), until a specific total has been paid.  The discounted present value of the NPI is shown as a liability on SCNRG’s financial statements in the amount of approximately $125,000 at August 31, 2013.

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Net oil sales to our account (after royalties) from the current three producing wells averaged 2.2 barrels per day for the twelve months ended August 31, 2013, and realized $95 per barrel before royalties to produce net revenues of $81,000 after royalties.   The property has development potential both from the existing wellbores, together with twelve additional well locations.

HAWKER OPTION

On October 15, 2013, we entered into an option agreement (the “Agreement”) with Darren Katic and Charles Moore (collectively the “Sellers”) whereby we obtained the option (“Option”) to acquire all of the membership interests in Hawker Energy, LLC, a California limited liability company (“Hawker”). On November 20, 2013, we amended and restated the Agreement with Sellers to (a) extend the term of the option, (b) revise the option consideration payable upon consummation of certain transactions described in the Agreement and (c) provide for additional option consideration in the event of the consummation of certain transactions not previously contemplated by the parties.

Hawker is a California-based independent development-stage oil company focused on identifying and evaluating low-risk developmental opportunities in proven oil reserves in existing oil fields.  Hawker is owned and managed by Darren Katic and Charles Moore who have, over the past two years, assembled an inventory of potential development opportunities.  Hawker, through its wholly-owned subsidiary Punta Gorda Resources, LLC, claims developmental rights of certain mineral rights of coastal lease PRC 145.1 just offshore Ventura County in the Rincon Field and ownership rights to an associated on-shore drilling and production site.  This lease is subject to 24.5% in overriding royalties, primarily to the State of California.  A single active well on PRC 145.1 has historically produced between 5 and 15 barrels of oil per day (gross production before royalties).  This lease has ten other non-active wells, one or more of which may be recompleted or re-drilled.  All rights claimed by Hawker to PRC 145.1 are being challenged in court by the lease’s operator of record -- Case No. 56-2013-00440672-CU-BC-VTA pending in Ventura County Superior Court.

Pursuant to the Agreement, as amended, the Option is exercisable until March 15, 2014 for a purchase price of 3,000,000 shares of our Common Stock, subject to increase as provided below. The Option to acquire Hawker, if exercised, is subject to the completion of certain closing conditions set forth in the Agreement.

Subject to the consummation of the acquisition of Hawker, Sellers may be entitled to additional shares of our Common Stock upon the following terms:

(a)           2,000,000 shares of our Common Stock shall be issued upon our or Hawker’s acquisition of California Oil Independents (or certain oil and gas interests held by it located in the Monroe Swell Field, Monterey, California);

(b)           2,000,000 shares of our Common Stock shall be issued upon our or Hawker’s acquisition of a participation in South Coast Oil – Huntington Beach (or the oil and gas interests held by it);

(c)           5,000,000 shares of our Common Stock shall be issued upon our or Hawker’s acquisition of the Midway-Sunset Lease oil and gas interests held by Christian Hall (or affiliates);

(d)           10,000,000 shares of our Common Stock shall be issued upon our or Hawker’s acquisition TEG Oil & Gas, Inc. (or certain oil and gas interests held by it located in the Tapia Field, Los Angeles County, California);

(e)           7,000,000 shares of our Common Stock shall be issued upon the conveyance to us or Hawker of certain assets and rights regarding PRC 145.1 Lease held by Rincon Island Limited Partnership or settlement in lieu of such conveyance; and

(f)            7,000,000 shares of our Common Stock shall be issued upon the conveyance to us or Hawker of certain mineral rights regarding PRC 427 Lease held by ExxonMobil.

Employees

As of November 12, 2013, we had two officers responsible for overseeing all of our operations, neither of which receive compensation or are employees at the present time.  We utilize outside contractors to assist in fulfilling certain necessary functions.

5

Industry Regulation

Our oil and gas operations are subject to various national, state, and local laws and regulations in the jurisdictions in which we operate. These laws and regulations may be changed in response to economic or political conditions. Matters subject to current governmental regulation or pending legislative or regulatory changes include bonding or other financial responsibility requirements to cover drilling contingencies and well plugging and abandonment costs, reports concerning our operations, the spacing of wells, unitization and pooling of properties, taxation, and the use of derivative hedging instruments. Our operations are also subject to permit requirements for the drilling of wells and regulations relating to the location of wells, the method of drilling and the casing of wells, surface use and restoration of properties on which wells are located, and the plugging and abandonment of wells. Failure to comply with the laws and regulations in effect from time to time may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial obligations, and the issuance of injunctions that could delay, limit, or prohibit certain of our operations. At various times, regulatory agencies have imposed price controls and limitations on oil and gas production. In order to conserve supplies of oil and gas, these agencies may restrict the rates of flow of oil and gas wells below actual production capacity. Further, a significant spill from one of our facilities could have a material adverse effect on our results of operations, competitive position, or financial condition. The laws of the jurisdictions in which we operate regulate, among other things, the production, handling, storage, transportation, and disposal of oil and gas, by-products from oil and gas, and other substances and materials produced or used in connection with oil and gas operations. We cannot predict the ultimate cost of compliance with these requirements or their effect on our operations.

Environmental Regulations

We are subject to stringent national, state, and local laws and regulations in the jurisdictions where we operate relating to environmental protection, including the manner in which various substances such as wastes generated in connection with oil and gas exploration, production, and transportation operations are managed. Compliance with these laws and regulations can affect the location or size of wells and facilities, prohibit or limit the extent to which exploration and development may be allowed, and require proper closure of wells and restoration of properties when production ceases. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, or criminal penalties, imposition of remedial obligations, incurrence of additional compliance costs, and even injunctions that limit or prohibit exploration and production activities or that constrain the disposal of substances generated by oil field operations.

Item 1A Risk Factors

Not required for a smaller reporting company.

Item 1B Unresolved Staff Comments

Not required for a smaller reporting company.

Item 2 Properties

Headquarters

As of August 31, 2013, our principal executive and administrative offices were located at 7582 Las Vegas Boulevard #247, Las Vegas, Nevada 89123. We do not have a lease agreement for the space, pay no rent, and our usage of the space could be terminated at any time.

Our plan is to move our headquarters in the near future to office space in Redondo Beach, CA, where SCNRG is located.

DEEP Lease

On October 25, 2013, we acquired SCNRG, which owns a two-thirds working interest in an oil producing property known as the DEEP Lease.

The following is information on the DEEP Lease as of August 31, 2013:

Reserves

We engaged an independent reserve engineering firm, Chapman Petroleum Engineering Ltd., to prepare a reserve estimate as of August 31, 2013.  This was the first time such a reserve estimate had been prepared for SCNRG.  The lead technical person at Chapman primarily responsible for the preparation of the reserve estimates is a Registered Engineer in the Province of Alberta, Canada, is a member of the Association of Professional Engineers and Geoscientists of Alberta, and has in excess of 20 years in the conduct of evaluation and engineering studies relating to oil and gas fields in Canada and around the world.

6

The following table summarizes SCNRG’s share of the estimated quantities of proved reserves as of August 31, 2013 for the DEEP Lease based on $95.07 per barrel of oil, which represents the unweighted arithmetic average of the first-day-of-the month oil prices (being Plains Marketing LP Kern River Area posting, less contracted differential and average gravity adjustment realized by SCNRG) during the twelve-month period prior to August 31, 2013.

Summary of Estimated Proved Oil Reserves

as of August 31, 2013

Proved Reserves Category	Net STB (1)(2)		PV10  (before tax)
Proved, Developed Producing		1,900		$	57,000
Proved, Undeveloped		176,600			3,227,000
Total Proved		178,500		$	3,284,000

(1)	STB = one stock-tank barrel.
(2)	Net STB is based upon SCNRG’s net revenue interest.  Net reserve or other net information is based on our 52.72 percent net working interest as of August 31, 2013, being SCNRG’s 66.67% working interest less 20.92% overriding royalties.  See also “Net Profits Interest” below.

The total PV10 (present value) of our proved reserves as of August 31, 2013 was approximately $3.3 million. "PV10" means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development and abandonment costs, using prices and costs in effect at the determination date, before income taxes, and without giving effect to non-property related expenses or the Net Profits Interest, discounted to a present value using an annual discount rate of 10% in accordance with the guidelines of the U.S. Securities and Exchange Commission (“SEC”). PV10 is a non-GAAP financial measure and generally differs from the standardized measure of discounted future net cash flows, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues.

Uncertainties are inherent in estimating quantities of proved reserves, including many factors beyond our control. Reserve engineering is a subjective process of estimating subsurface accumulations of oil that cannot be measured in an exact manner, and the accuracy of any reserves estimate is a function of the quality of available data and its interpretation. As a result, estimates by different engineers often vary, sometimes significantly. In addition, physical factors such as the results of drilling, testing, and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices or development and production expenses, may require revision of such estimates. Accordingly, oil quantities ultimately recovered will vary from reserves estimates.

Neither we nor SCNRG filed any estimates of total proved net oil reserves with, or include such information in reports to any federal authority or agency during the twelve months ended August 31, 2013.

Net Production, Average Sales Price and Average Production and Lifting Costs

The table below sets forth SCNRG’s net oil production (net of all overriding royalties for the twelve months ended August 31, 2013 and 2012, the average sales prices, average production costs and direct lifting costs per unit of production.

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	Twelve Months Ended August 31, 2013		Twelve Months Ended August 31, 2012
Net production - oil (barrels)		796		827
Average sales price per barrel of oil	$	94.57	$	99.48
Average production cost (1) per barrel of oil	$	94.27	$	73.32
Average lifting costs (2) per barrel of oil	$	72.55	$	51.59

(1) Production costs include all operating expenses, depreciation, depletion and amortization, lease operating expenses and all associated taxes.

(2) Direct lifting costs do not include depreciation, depletion and amortization.

Active Wells, Acreage, Drilling Activity, Present Activity and Delivery Commitments

At August 31, 2013, there were three gross wells (2.0 net wells) that were actively producing oil and one gross well (0.7 net well) injecting water in which SCNRG owned an interest as of August 31, 2013.

At August 31, 2013, SCNRG’s acreage was as follows: 

Project Name

Developed Acreage

Undeveloped Acreage

Total Acreage

Gross

Net

Gross

Net

Gross

Net

Total

7.5

5.0

32.5

21.7

40.0

26.7

Gross wells or acres are the total numbers of wells or acres in which SCNRG owns a working interest.  Net wells or acres represent gross wells or acres multiplied by SCNRG’s 66.67% working interest.

There were no wells drilled in the twelve months ended August 31, 2013 and 2012.

Currently, there is no activity other than production from existing wellbores.

There are no commitments to provide a fixed and determinable quantity of oil in the near future under existing contracts or agreements.  There is however a net profits interest in the property as described below.

Net Profits Interest

There is a terminating Net Profits Interest (“NPI”) on the DEEP Lease.  The NPI calls for 40% of the net cash flow to be paid each month to the owner of the NPI, with a minimum monthly payment of $2,978 (SCNRG’s share is 66.67%), until a specific total has been paid.  The discounted present value of the NPI is shown as a liability on SCNRG’s financial statements in the amount of approximately $125,000 at August 31, 2013.   This payment is not accounted for as a revenue reduction, nor an operating expense or reserve deduction, rather the NPI is accounted for as debt.

Item 3 Legal Proceedings

None.

Item 4 Mine Safety Disclosures

Not applicable.

8

PART II

Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is listed to trade in the over-the-counter securities market through the OTC Markets Group (“OTCQB”), under the symbol “SCGC”.

The following table sets forth the quarterly high and low bid prices for our Common Stock during the last two fiscal years, as reported by the OTCQB. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

	Bid Prices ($)
2013 Fiscal Year	High	Low
November 30, 2012	0.15	0.12
February 28, 2013	0.10	0.08
May 31, 2013	0.10	0.08
August 31, 2013	0.20	0.09
2012 Fiscal Year
November 30, 2011	0.15	0.08
February 22, 2012	0.10	0.10
May 31, 2012	0.10	0.10
August 31, 2012	0.10	0.10

On November 19, 2013, the closing price for our Common Stock on the OTCQB was $0.16 per share.

Holders

As of November 19, 2013, we had 75 holders of our Common Stock. 

Dividend Policy

The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors.   We do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

Equity Compensation Plan Information

None.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6 Selected Financial Data

Not required for smaller reporting companies.

9

Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements and the related notes included in this annual report.  This discussion contains forward-looking statements that involve risks and uncertainties.  Our actual results could differ significantly from those projected in the forward-looking statements as a result of many factors, including those discussed elsewhere in this report.

Overview

We are in the oil and gas exploitation business and our goal is to acquire and develop mature leases, interests and other rights to oil and gas producing properties with proven undeveloped potential.

Results of Operations

The following discussion of the financial condition and results of operations should be read in conjunction with the 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.

For the years ended August 31, 2013 and 2012:

We did not generate any revenue during the period from June 12, 2006 (inception) to August 31, 2012.  During this development stage, we were primarily focused on corporate organization, becoming an SEC reporting company and the development of our business plan.

On July 18, 2013, we acquired the rights to a 2.5% working interest in the DF#15 well in the Sawtelle Field (the “Well”) effective as of June 30, 2013. The Well produces oil and is currently drilled pursuant to the oil and gas lease held by a third party, Breitburn Energy Company LLP.  During the year ended August 31, 2013, we generated revenue of $3,932 derived from our 2.5% working interest in the Well.

Our net loss for the year ended August 31, 2013 was $129,969 as compared to a net loss of $64,360 for the year ended August 31, 2012.  Our total cash expenses for the 2013 period consisted of $79,305 in general and administrative expenses and $2,380 in direct oil and gas operating costs as compared to $59,227 in general and administrative expenses and $0 oil and gas operating cost in the comparable period of 2012.  The largest components of general and administrative expense for the 2013 period were legal and professional fees $61,090, transfer agent fees $12,070 and travel expense $3,790. Other income and expense consisted of a gain on foreign currency in the amount of $518, gain on settlement of debt in the amount of $8,755 and interest expense of $61,489. During the comparable period of 2012, other income and expense was limited to $5,133 of interest expense. The overall increase in other income expense is primarily attributable to interest related to the amortization of discounts originating from accounts payable liabilities re-negotiated as convertible debentures in previous quarters of the current fiscal year.

We incurred a net loss in the amount of $877,302 from our inception on June 12, 2006 until August 31, 2013. This loss consisted of primarily general and administrative expenses in the amount of $817,579 and interest expense of $70,548.  General and administrative expense during this period included notes and accrued interest receivable of $432,894 which was written off as bad debt expense.

Operating Activities

During the year ended August 31, 2013, we decreased our cash position by $7,863.  During this period we used cash in the amount of $42,863 for operating activities which included a net loss of $129,969, gain on settlement of debt of $8,755, gain on foreign currency translation of $518, amortization of beneficial conversion feature in the amount of $59,000 from a convertible note, an increase in accounts receivable of $1,552 and a decrease in accounts payable and accrued liabilities of $38,931.

During the year ended August 31, 2012, we increased our cash position by $14,484.  During this period we used cash in the amount of $25,516 for operating activities, which included a net loss of $64,360, accrued interest on notes payable of $5,133, Common Stock issued for services in the amount of $25,750, and an increase in accounts payable and accrued liabilities of $7,961.

During the period from June 12, 2006 (inception) to August 31, 2013, we used $265,086 of cash for operating activities.  This includes an accumulative net loss of $877,302, net loss on settlement of debt $424,139, amortization of beneficial conversion feature of $59,000, accrued interest on notes payable of $9,059, Common Stock issued for services in the amount of $25,750, and an increase in accounts payable and accrued liabilities of $96,338.

10

Investing Activities

There were no investing activities for the years ended August 31, 2013 and 2012.

For the period from June 12, 2006 (inception) to August 31, 2013, cash used in investing activities totaled $432,894 and included cash advances to third parties in the form of notes receivable which were written off as bad debt expense during the years ended August 31, 2010 and 2011.

Financing Activities

During the years ended August 31, 2013 and 2012, we received proceeds from notes payable in the amounts of $0 and $25,000 and cash from the issuance of Common Stock of $35,000 and $15,000 for total cash provided by financing activities of $35,000 and $40,000, respectively.  Non-cash financing activities included $59,000 and $80,000 in notes payable that were converted to Common Stock and $0 and $9,059 in accrued interest waived by stockholders as of August 31, 2013 and 2012, respectively.  Additionally, during the year ended August 31, 2013, we issued stock in exchange for oil and gas properties totaling $31,500 and there were notes payable due to related parties that were waived in the amount of $13,966.

From June 12, 2006 (inception) to August 31, 2013, we received proceeds from notes payable in the amount of $618,414, repaid $21,355 to the note holders, and received proceeds from issuance of Common Stock of $109,000 for total cash provided by financing activities of $706,059.  During the period from June 12, 2006 (inception) to August 31, 2013, $642,093 of the proceeds from notes payable were converted to Common Stock and the noteholders waived $9,059 in accrued interest.

Liquidity and Financial Condition

As of August 31, 2013 we had cash of $8,079, current liabilities of $28,065 and a working capital deficit of $18,434.  During the year ended August 31, 2013, we had a loss of $129,969 and used net cash of $42,863 for operating activities.

To date, we have relied on investor capital to fund our operations having raised $109,000 from the issuance of Common Stock since inception and $618,414 from investors through debt, $21,355 of which was repaid and $642,093 of which was converted to Common Stock leaving a balance due of $0 as of August 31, 2013.

We are in the development stage of our business and have not generated any significant 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, production and commodity price declines 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 stockholders 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.

Business Plan and Funding Needs

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the development stage of our business and have generated minimal revenues from operations. We cannot guarantee we will be successful in our business 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, production and commodity price declines and possible cost overruns due to price and cost increases in services.

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 stockholders.

11

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 August 31, 2013, we had total current assets of $9,631 and a working capital deficit in the amount of $18,434. We incurred a net loss of $129,969 during the year ended August 31, 2013 and an accumulated net loss of $877,302 since inception.  We have not earned any significant revenues since inception and our cash resources are insufficient to meet our planned business objectives.

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

Management’s plan in this regard, is to raise capital through a combination of equity and debt financing sufficient to finance the continuing operations for the next twelve months.  However, there can be no assurance that we will be successful in raising such financing.

Critical 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

Our 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.

Recently Issued Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on our financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 7A Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

12

Item 8 Financial Statements and Supplementary Data

SARA CREEK GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

 BALANCE SHEETS

	August 31, 2013			August 31, 2012
ASSETS
Current assets
Cash	$	8,079		$	15,942
Accounts receivable		1,552			-
Total current assets		9,631			15,942
Other assets
Deposit		5,000			-
Oil and gas properties, proven		26,500			-
Total other assets		31,500			-
Total assets	$	41,131		$	15,942
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	13,065		$	57,407
Accounts payable - related party		15,000			-
Notes payable - related party		-			13,966
Total current liabilities		28,065			71,373
Total liabilities		28,065			71,373
Stockholders' deficit
Common stock; $0.001 par value; 750,000,000
shares authorized, 11,961,985 and 9,281,985
shares issued and outstanding, respectively		11,962			9,282
Common stock payable		2,000			300
Additional paid in capital		876,406			682,320
Deficit accumulated during the development stage		(877,302	)		(747,333	)
Total stockholders' deficit		13,066			(55,431	)
Total liabilities and stockholders' deficit	$	41,131		$	15,942

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

13

SARA CREEK GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

							From June 12, 2006
	For the Years Ended						(Inception) to
	August 31, 2013			August 31, 2012			August 31, 2013
Revenue
Oil and gas activities	$	3,932		$	-		$	3,932
Operating expenses
Direct oil & gas costs		2,380			-			2,380
General and administrative		79,305			59,227			817,579
Total operating expenses		81,685			59,227			819,959
Loss from operations		(77,753	)		(59,227	)		(816,027	)
Other expense
Gain on foreign currency translation		518			-			518
Gain on settlement of debt		8,755			-			8,755
Interest expense		(61,489	)		(5,133	)		(70,548	)
Total other expense		(52,216	)		(5,133	)		(61,275	)
Loss from operations before income taxes		(129,969	)		(64,360	)		(877,302	)
Provision for income taxes		-			-			-
Net loss	$	(129,969	)	$	(64,360	)	$	(877,302	)
Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average common shares outstanding -
basic and diluted		10,907,958			5,187,077

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

14

SARA CREEK GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

 STATEMENTS OF STOCKHOLDERS' (DEFICIT)

											Stock								Total
	Common Stock				Common Stock Payable						Subscription			Additional		Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Receivable			Paid-in Capital		Deficit			Deficit
Balance, June 12, 2006 (Inception)		-	$	-		-		$	-		$	-		$	-	$	-		$	-
Issuance of stock at $0.001 per share		1,000,000		1,000		-			-			(10,000	)		9,000		-			-
Net loss		-		-		-			-			-			-		(1,230	)		(1,230	)
Balance, August 31, 2006		1,000,000		1,000		-			-			(10,000	)		9,000		(1,230	)		(1,230	)
Receipt of stock subscription receivable		-		-		-			-			10,000			-		-			10,000
Net loss		-		-		-			-			-			-		(5,855	)		(5,855	)
Balance, August 31, 2007		1,000,000		1,000		-			-			-			9,000		(7,085	)		2,915
Issuance of common stock in exchange
for cash at $0.10 per share		490,000		490		-			-			-			48,510		-			49,000
Net loss		-		-		-			-			-			-		(58,567	)		(58,567	)
Balance, August 31, 2008		1,490,000		1,490		-			-			-			57,510		(65,652	)		(6,652	)
Net loss		-		-		-			-			-			-		(30,806	)		(30,806	)
Balance, August 31, 2009		1,490,000		1,490		-			-			-			57,510		(96,458	)		(37,458	)
Net loss		-		-		-			-			-			-		(513,721	)		(513,721	)
Balance, August 31, 2010		1,490,000		1,490		-			-			-			57,510		(610,179	)		(551,179	)
Issuance of common stock in exchange
for debt at $0.30 per share		1,676,977		1,677		-			-			-			501,416		-			503,093
Net loss		-		-		-			-			-			-		(72,794	)		(72,794	)
Balance, August 31, 2011		3,166,977		3,167		-			-			-			558,926		(682,973	)		(120,880	)
Adjustment for rounding differences		8		-		-			-			-			-		-			-
Issuance of common stock in exchange
for debt at $0.01 per share		5,000,000		5,000		-			-			-			45,000		-			50,000
Issuance of common stock in exchange
for debt at $0.05 per share		600,000		600		-			-			-			29,400		-			30,000
Accrued interest waived by stockholders		-		-		-			-			-			9,059		-			9,059
Issuance of common stock in exchange
for services rendered at $0.05 per share		515,000		515		-			-			-			25,235		-			25,750
Issuance of common stock in exchange
for cash at $0.05 per share		-		-		300,000			300			-			14,700		-			15,000
Net loss		-		-		-			-			-			-		(64,360	)		(64,360	)
Balance, August 31, 2012		9,281,985		9,282		300,000			300			-			682,320		(747,333	)		(55,431	)
Issuance of common stock in exchange
for cash at $0.05 per share		1,000,000		1,000		(300,000	)		(300	)		-			34,300		-			35,000
Beneficial conversion feature		-		-		-			-			-			59,000		-			59,000
Issuance of common stock in exchange
for oil & gas properties at $0.013 per share		500,000		500		2,000,000			2,000			-			29,000		-			31,500
Issuance of common stock in exchange
for conversion of debt at $0.05 per share		1,180,000		1,180		-			-			-			57,820		-			59,000
Notes payable - related party waived by
stockholders		-		-		-			-			-			13,966		-			13,966
Net loss		-		-		-			-			-			-		(129,969	)		(129,969	)
Balance, August 31, 2013		11,961,985	$	11,962		2,000,000		$	2,000		$	-		$	876,406	$	(877,302	)	$	13,066

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

15

SARA CREEK GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

							From June 12, 2006
	For the Years Ended						(Inception) to
	August 31, 2013			August 31, 2012			August 31, 2013
Cash flows from operating activities:
Net loss	$	(129,969	)	$	(64,360	)	$	(877,302	)
Adjustments to reconcile net loss to net
cash used in operating activities:
(Gain) loss on settlement of debt		(8,755	)		-			424,139
Gain on foreign currency translation		(518	)		-			(518	)
Amortization of beneficial conversion feature		59,000			-			59,000
Accrued interest on notes payable		-			5,133			9,059
Issuance of common stock for services		-			25,750			25,750
Changes in operating assets and liabilities:
Accounts receivable		(1,552	)		-			(1,552	)
Accounts payable		23,931			7,961			81,338
Accounts payable - related party		15,000			-			15,000
Net cash used by operating activities		(42,863	)		(25,516	)		(265,086	)
Cash flows from investing activities:
Notes receivable, net		-			-			(432,894	)
Net cash used in investing activities		-			-			(432,894	)
Cash flows from financing activities:
Proceeds from notes payable		-			25,000			618,414
Repayment of notes payable		-			-			(21,355	)
Issuance of common stock for cash		35,000			15,000			109,000
Net cash provided by financing activities		35,000			40,000			706,059
Net change in cash		(7,863	)		14,484			8,079
Cash, beginning of period		15,942			1,458			-
Cash, end of period	$	8,079		$	15,942		$	8,079
								-
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-
Supplemental disclosure of non-cash financing activities
Stock issued in exchange for debt	$	59,000		$	80,000		$	642,093
Stock issued in exchange for oil & gas properties	$	31,500		$	-		$	31,500
Notes payable - related party waived by stockholders	$	13,966		$	-		$	13,966
Accrued interest waived by stockholders	$	-		$	9,059		$	9,059

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

16

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

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 then business plan which is the acquisition, exploration, and development of gold and other mineral resource properties. In mid-2013, the Company shifted its focus to oil and gas acquisition and development.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

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

The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation.  As of August 31, 2013 and 2012 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 August 31, 2012.  During the year ended August 31, 2013, the Company recognized $3,932 in revenue from oil & gas properties.

17

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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 - The Company discloses, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.  As of August 31, 2013 and 2012 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.  

18

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 August 31, 2013 and 2012, 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 a material effect on the Company’s financial statements.

3.  GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of August 31, 2013, the Company had total current assets of $9,631 and a working capital deficit in the amount of $18,434. The Company incurred a net loss of $129,969 during the year ended August 31, 2013 and an accumulated net loss of $877,302 since inception.  The Company has not earned any significant 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.

19

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

4.  OIL AND GAS PROPERTIES

On July 18, 2013, the Company acquired a 2% working interest in a well located in California in exchange for 2,500,000 shares of common stock.  The Company issued 500,000 shares of common stock on July 30, 2013 and the remaining 2,000,000 shares of common stock will be issued in January 2014.  The Company valued the shares at $31,500 which includes a $5,000 deposit with owner of the well to cover the Company’s share of operating expenses.  The fair value was determined by the present value of estimated future cash flows from the well.

5.  NOTES PAYABLE

In 2006, the Company received various advances from a shareholder totaling $13,966 for operating expenses. The advances do not bear interest and are payable on demand. During the year ended May 31, 2013, the Company recorded the entire balance to additional paid in capital since the legal statute of limitations were reached an no communication was received from the shareholder.  As of August 31, 2013 and 2012, the balance outstanding remains at $0 and $13,966, respectively.

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.  On April 19, 2012, the outstanding principle of $50,000 was exchanged for 5,000,000 shares of common stock at $0.01 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $7,096 which is presented as a contribution on the statement of stockholders’ deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0 and $53,918, respectively.

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.  On May 22, 2012, the outstanding principle of $5,000 was exchanged for 100,000 shares of common stock at $0.05 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $371 which is presented as a contribution on the statement of stockholders’ deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0 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.  On May 22, 2012, the outstanding principle of $10,000 was exchanged for 200,000 shares of common stock at $0.05 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $671 which is presented as a contribution on the statement of stockholders’ deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0.

20

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

5.  NOTES PAYABLE (CONTINUED)

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.  On May 22, 2012, the outstanding principle of $15,000 was exchanged for 300,000 shares of common stock at $0.05 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $921 which is presented as a contribution on the statement of stockholders’ deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0.

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

During the year ended August 31, 2013, Lindsey Capital Corp. elected to convert the entire principal amount into 1,180,000 shares of common stock of the Company and forgave the accrued interest payable of $2,489.

6.  INCOME TAX

The Company had net operating loss carry forwards for income tax reporting purposes of $876,677 and $746,708 as of August 31, 2013 and 2012, respectively.  These carry forwards may be used to offset against future taxable income and begin to expire in the year 2026.  Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business.  Therefore, the amount available to offset future taxable income may be limited.

No tax benefit has been reported in the financial statements for the realization of loss carry forwards, as the Company believes there is high probability that the carry forwards will not be utilized in the foreseeable future.  Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

21

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

6.  INCOME TAX (CONTINUED)

Significant components of the Company’s deferred tax liabilities and assets as of August 31, 2013 and 2012 are as follows:

	August 31, 2013			August 31, 2012
Deferred tax asset:
Net operating loss	$	877,302		$	747,333
Less:  non-deductable expenses		(625	)		(625	)
		876,677			746,708
Income tax rate		35	%		35	%
		306,837			261,348
Less valuation allowance		(306,837	)		(261,348	)
Deferred tax asset	$	-		$	-

Through August 31, 2013, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses.  

7.  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.

Year Ended August 31, 2006

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

22

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

7.  STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Year Ended August 31, 2008

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

Year Ended August 31, 2011

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

Year Ended August 31, 2012

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

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

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

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

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

Year ended August 31, 2013

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

The Company recorded $59,000 related to the debt discount on the convertible notes payable with Lindsey Capital Corp.

The Company issued 500,000 shares of its par value common stock in exchange for oil and gas properties at $0.013 per share for total value in the amount of $31,500.

23

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

7.  STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Year ended August 31, 2013(Continued)

The Company issued 1,180,000 shares of its par value common stock in exchange for conversion of debt at $0.05 per share for total principal amount of $59,000.

The Company recorded $13,966 to additional paid in capital related to the settlement of debt with a related party.

8.  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. Management of the Company believes that the claim is without merit and intends to contest the claim vigorously.

9.  SUBSEQUENT EVENTS

On September 18, 2013, the Company entered into an Agreement and Plan of Reorganization (the “Agreement”) with SCNRG LLC, a California limited liability company (“SCNRG”) and its members Darren Katic, an individual, Manhattan Holdings, LLC, a Delaware limited liability company, and Gerald Tywoniuk, an individual, pursuant to which the Company agreed to acquire all of the issued and outstanding membership interests of SCNRG. SCNRG shall become a subsidiary of the Company after closing of the acquisition. SCNRG owns a two-thirds interest in an oil producing property known as the DEEP Lease.

The Agreement provides that the Company shall issue an aggregate consideration of 14,000,000 shares of Company common stock to the members of SCNRG. The consummation of the acquisition is subject to the completion of certain closing conditions set forth in the Agreement and is expected to close during the first quarter of fiscal year ended August 31, 2014.

On October 15, 2013, the Company entered into an Option Agreement (the “Agreement”) with Darren Katic and Charles Moore (collectively the “Sellers”) whereby the Company obtained the option (“Option”) to acquire all of the membership interests in Hawker Energy, LLC, a California limited liability company (“Hawker”) from the Sellers.

The Option is exercisable until December 1, 2013 (unless extended according to specific terms set forth in the Agreement) for a purchase price of 3,000,000 shares of Company common stock, subject to increase as provided below. The consummation of the acquisition of Hawker is subject to the completion of certain closing conditions set forth in the Agreement.

24

SARA CREEK GOLD CORP.

(A EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

9.  SUBSEQUENT EVENTS (CONTINUED)

Subject to the consummation of the acquisition of Hawker, Sellers may be entitled to additional shares of the Company’s common stock upon the following terms:

(a)         2,000,000 shares of Company common stock shall be issued to Sellers upon the Company’s or Hawker’s acquisition of California Oil Independents (or certain the oil and gas interests held by it located in the Monroe Swell Field, Monterey, California);

(b)         2,000,000 shares of Company common stock shall be issued to Sellers upon the Company’s or Hawker’s acquisition of a participation in South Coast Oil – Huntington Beach (or the oil and gas interests held by it);

(c)         5,000,000 shares of Company common stock shall be issued to Sellers upon the Company’s or Hawker’s acquisition of the Midway-Sunset Lease oil and gas interests held by Christian Hall (or affiliates); and

(d)         7,000,000 shares of Company common stock shall be issued to Sellers upon the conveyance to the Company or Hawker of certain assets and rights regarding PRC 145.1 Lease held by Rincon Island Limited Partnership or settlement in lieu of such conveyance.

On November 20, 2013, the Company and the Sellers agreed to amend certain terms of the agreement.  The term of the option has been extended to March 15, 2014.  Additionally, the Company increased the amount of shares as follows:

(a) 10,000,000 shares of Company common stock shall be issued to Sellers upon the consummation of the acquisition of the TEG Oil & Gas, Inc. (or certain oil and gas interests held by it)

(b) 7,000,000 shares of Company common stock shall be issued to Seller upon the consummation of the conveyance of certain mineral rights regarding PRC 427 Lease held by ExxonMobil.

25

Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Under the direction of our Chief Executive and Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that our disclosure controls and procedures were not effective as of August 31, 2013.

Management identified the following material weaknesses:

1. Lack of an audit committee of our Board of Directors.

2. Inadequate number of accounting and finance personnel or consultants sufficiently trained to address some of the complex accounting and financial reporting matters that arise from time-to-time.

3. Lack of control procedures and documentation thereof.

4. Lack of segregation of duties.

We are in the process of developing a remediation plan for the foregoing material weaknesses.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of August 31, 2013, our Chief Executive Officer assessed the effectiveness of our internal control over financial reporting. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on that evaluation, our management concluded that, as of August 31, 2013, our internal control over financial reporting was not effective as discussed above.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management's report in this annual report.

Changes in Internal Control over Financial Reporting

During the fourth quarter of the year ended August 31, 2013, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B Other Information

On November 20, 2013, we entered into an Amended and Restated Option Agreement (“Amended Option”) with Darren Katic and Charles Moore (collectively the “Sellers”) whereby we amended the terms of the previously disclosed Option Agreement dated October 15, 2013 (“Original Option”) between the parties.  The Original Option set forth the terms and conditions for the option to purchase Hawker LLC and potential follow-on related transactions.  The Amended Option: (a) extends the term of the Original Option, (b) revises the option consideration payable upon consummation of certain transactions described in the Original Option, and (c) provides for additional option consideration in the event of the consummation of certain transactions not previously contemplated by the parties. A copy of the Amended Option is attached hereto as Exhibit 10.

26

PART III

Item 10 Directors, Executive Officers and Corporate Governance

As of November 19, 2013, below is the name and certain information regarding our executive officers and directors.

Name	Age	Position
Darren Katic	40	Chief Executive Officer, Chief Financial Officer, President and Director
Kristian Andresen	41	Secretary and Director

The biography of our officers and directors are listed below and contains information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director in light of our business and structure.

Darren Katic.  Mr. Katic has been our Chief Executive Officer, Chief Financial Officer, President and Director from October 25, 2013. Mr. Katic has spent his career as an oil professional focusing on finance and business development.  Since 2009, Mr. Katic has built two development-stage private oil companies in California, SCNRG and Hawker, and serves as managing member for both.  From 2005 to 2009, Mr. Katic served as President and a director of the oil and gas exploration and development company Pacific Energy Resources Ltd. (formerly TSX: PFE).  In 1999, Mr. Katic founded PetroCal Incorporated, an independent oil and gas company based in Southern California, where he served as the company’s President until its 2005 merger into Pacific Energy Resources Ltd.  From 1997 to 1999, Mr. Katic was employed by Nations Energy Group, where he worked in Kazakhstan for 18 months on the completion of the company’s privatization of a state-owned oil company.  Mr. Katic graduated from the University of Southern California in 1996 with a Bachelor of Science in Accounting.

Kristian Andresen.  Mr. Andresen has been our Secretary and Director since July 18, 2011.  From that date to October 25, 2013, Mr. Andresen was our CEO, CFO and President. Prior to joining us, Mr. Andresen was an officer and director of Respect Your Universe, Inc. from 2008 to 2012. Mr. Andresen currently serves as officer and director of Sanborn Resources Ltd, an SEC reporting company.

Board of Director Committees

Currently our Board of Directors does not have an audit, compensation or nomination committee due to our small size.  Our Board as a whole fulfills these functions.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until the next annual meeting or until removed by the board.

Director Qualifications

The Board has considered the qualifications of our two directors and determined that they are qualified to serve due to the following.

Mr. Katic: experience as an executive in the oil and gas industry and as an executive and director of a publicly traded company.

Mr. Andresen: experience as an executive and director of publicly traded companies and in corporate governance compliance.

Involvement in Certain Legal Proceedings

Mr. Katic was an executive officer and director of Pacific Energy Resources, Ltd. at the time that it filed for bankruptcy in March 2009 pursuant to Chapter 11 of the United States Bankruptcy Code.

27

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than 10% of our common stock to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such officers, directors, and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) reports they file.

We believe that Kristian Andresen, our sole officer and director as of August 31, 2013, did not comply with his Section 16(a) filing obligations during the year ended August 31, 2013, as he has not filed a Form 3 to report initial equity ownership.

Item 11 Executive Compensation

We did not pay our officers or executives any compensation for the fiscal years ended August 31, 2013 and 2012.

Equity Compensation Plans

None.

Employment Agreements

None.

Director Compensation

None.

Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of our Common Stock as of November 19, 2013 based on 25,961,983 shares of Common Stock issued and outstanding.

· By each person who is known by us to beneficially own more than 5% of our Common Stock;

· By each of our officers and directors; and

· By all of our officers and directors as a group.

Name and address of beneficial owner	Amount of beneficial ownership (1)	Percent of class
Darren Katic 326 S. Pacific Coast Highway, Suite 102 Redondo Beach, CA 90277	6,000,000	23.1%
Manhattan Holdings, LLC 1800 Washington Blvd Suite 140 Baltimore, MD 21230	6,000,000	23.1%
Ryan Bateman c/o B&C Capital Ltd 19 Fort Street P.O. Box 822 Grand Cayman KY1-1103	2,500,000 (2)	8.9%
Gerald Tywoniuk 326 S. Pacific Coast Highway, Suite 102 Redondo Beach, CA 90277	2,000,000	7.7%
Kristian Andresen  10 Market St #328 Camana Bay, GC, Cayman Islands, KY1-9006	822,288 (3)	3.2%
All Officers and Directors (2 persons)	6,822,288 (3)	26.3%

(1) As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

28

(2) Includes 2,000,000 shares issuable on January 1, 2014.

(3) Includes 222,228 shares of our Common Stock owned by Smed Capital Corp., an entity for which Mr. Andresen is the control person.

Other than the stockholders listed above, we know of no other person or entity that is the beneficial owner of more than five percent (5%) of our Common Stock.

Item 13 Certain Relationships and Related Transactions, and Director Independence

For the years ended August 31, 2012 and 2013, there were no related transactions.

Subsequent to August 31, 2013, as discussed above in Part I, Item 1 and Part II, Item 9B:

On October 15, 2013 we entered into an option agreement whereby we obtained the option to acquire all of the membership interests in Hawker. One of the parties in the transaction was our now director and officer Darren Katic in his capacity as part-owner of Hawker.  On November 20, 2013, the option was amended to (a) extend the term of the option, (b) revise the option consideration payable upon consummation of certain transactions described in the option agreement and (c) provide for additional option consideration in the event of the consummation of certain transactions not previously contemplated by the parties. One of the parties in the transaction was our director and officer Darren Katic as part-owner of Hawker.

Neither of our two directors is independent due to their respective positions as our executive officers.

Item 14 Principal Accounting Fees and Services

The fees billed for professional services rendered by our principal accountant are as follows:

Fiscal		Audit-Related
Year	Audit Fees	Fees	Tax Fees	All Other Fees
2012	$21,000	-	-	-
2013	$20,000	-	-	-

Pre-Approval Policies and Procedures

The board of directors must pre-approve any use of our independent accountants for any non-audit services.  All services of our auditors are approved by our whole board and are subject to review by our whole board.

29

PART IV

Item 15   Exhibits, Financial Statement Schedules

Number	Exhibit
10.1	Amended and Restated Option Agreement dated November 20, 2013.
10.2	Option Agreement dated October 15, 2013.(1)
10.3	Agreement and Plan of Reorganization dated September 18, 2013.(2)
10.4	Assignment of Working Interest dated July 18, 2013.(3)
21	Subsidiaries
23	Consent of Chapman Petroleum Engineering Ltd.
31	Rule 13a-14(a) Certification of Chief Executive and Chief Financial Officer
32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive and Chief Financial Officer
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

(1)  Incorporated by reference to Exhibit 10 of the Company’s Current Report on Form 8-K dated October 21, 2013.

(2)  Incorporated by reference to Exhibit 10 of the Company’s Current Report on Form 8-K dated September 23, 2013.

(3)  Incorporated by reference to Exhibit 10 of the Company’s Current Report on Form 8-K dated July 22, 2013.

*  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.

30

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:  November 27, 2013	/s/ Darren Katic
	Darren Katic Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Darren Katic

Darren Katic

Chief Executive Officer, Chief Financial Officer, President and Director

(Principal Executive Officer, Principal Financial and Accounting Officer)

November 27, 2013

/s/ Kristian Andresen

Kristian Andresen

Director

November 27, 2013

31

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED

OPTION AGREEMENT

among

Darren Katic,

Charles Moore,

and

Sara Creek Gold Corp.

Dated:  November 20, 2013

TABLE OF CONTENTS

			Page
1.	Certain Definitions		1
2.	Option		5
3.	Option Exercise Price		5
4.	Plan of Reorganization		5
5.	Closing		6
6.	Termination		6
7.	Representations and Warranties of Sellers		6
	7.1	Organization and Authority of Sellers	6
	7.2	Organization, Authority and Qualification of Hawker	7
	7.3	Capitalization	7
	7.4	Subsidiaries	7
	7.5	No Conflicts; Consents	7
	7.6	Financial Statements	8
	7.7	Material Contracts	8
	7.8	Insurance	8
	7.9	Legal Proceedings; Governmental Orders; Compliance with Laws	8
	7.10	Employment Matters	9
	7.11	Taxes	9
	7.12	Books and Records	10
	7.13	Brokers	10
	7.14	Liabilities	11
	7.15	Conduct of Business	11
	7.16	Sellers’ Status	11
	7.17	No Oil and Gas or Mining Rights, Leases, Membership Interests or Operations	11
8.	Representations and Warranties of Buyer		11
	8.1	Organization and Authority of Buyer	12
	8.2	No Conflicts; Consents	12
	8.3	Capitalization; Securities Compliance	12
	8.4	No Subsidiaries	13
	8.5	Material Contracts	13
	8.6	Insurance	13
	8.7	Legal Proceedings; Governmental Orders; Compliance with Laws	13
	8.8	Employment Matters	13
	8.9	Taxes	14
	8.10	Books and Records	15
	8.11	Brokers	15

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			Page
	8.12	Liabilities	15
	8.13	Conduct of Business	15
	8.14	SEC Filings; Financial Statements	16
	8.15	Internal Controls	17
	8.16	No Oil and Gas or Mining Rights, Leases, Membership Interests or Operations	18
9.	Certain Agreements		18
	9.1	Conduct of Business Prior to the Closing	18
	9.2	Diligence Review	18
	9.3	Notice of Certain Events	18
	9.4	Confidentiality	19
	9.5	Books and Records	19
	9.6	Reversion	20
10.	Tax Matters		20
	10.1	Tax Covenants	20
	10.2	Post-Closing Tax Period Taxes and Tax Returns	21
	10.3	Straddle Period	21
	10.4	Cooperation; Tax Proceedings	21
	10.5	Refunds and Tax Credits	21
	10.6	Survival	21
11.	Conditions to Closing		22
	11.1	Conditions to Obligations of All Parties	22
	11.2	Conditions to Obligations of Buyer	22
	11.3	Conditions to Obligations of Sellers	23
12.	Miscellaneous		24
	12.1	Expenses	24
	12.2	Notices	25
	12.3	Interpretation	25
	12.4	Headings	26
	12.5	Severability	26
	12.6	Entire Agreement	26
	12.7	Successors and Assigns	26
	12.8	No Third-Party Beneficiaries	26
	12.9	Amendment and Modification; Waiver	26
	12.10	Governing Law; Consent to Jurisdiction	27
	12.11	Forum and Venue	27
	12.12	Waiver of Jury Trial	27
	12.13	Public Announcements; Review	28
	12.14	Counterparts	28

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AMENDED AND RESTATED OPTION AGREEMENT

This Amended and Restated Option Agreement (“Agreement”) is made and entered into on November 20, 2013, by and among Darren Katic, an individual (“Katic”), Charles Moore, an individual (“Moore” and, together with Katic, each a “Seller” and, collectively, the “Sellers”), and Sara Creek Gold Corp., a Nevada corporation (“Buyer”). Katic, Moore and Buyer may individually be referred to herein each as a “Party” and collectively as the “Parties”.

WHEREAS, Sellers own all of the issued and outstanding limited liability company membership interests (the “Membership Interests”) of Hawker Energy, LLC, a California limited liability company (“Hawker”);

WHEREAS, Hawker, through its subsidiary, Punta Gorda Resources, LLC (“Punta Gorda”), possesses contractual rights, as the “South Coast Designee,” to earn and acquire working and/or royalty interests in California State Lands Commission (“CSLC”) Lease PRC 145.1 and certain related oil and gas assets (the “Rincon Rights”);

WHEREAS, pursuant to an Option Agreement dated October 15, 2013 (the “Original Agreement”), Buyer obtained from Sellers the right to acquire the Membership Interests, pending the outcome of a court hearing pertaining to litigation involving the Rincon Rights; and

WHEREAS, Buyer and Sellers desire to amend and restate the Original Agreement in its entirety in order to (a) extend the term of the option, (b) revise the option consideration payable upon consummation of certain transactions described in the Original Agreement and (c) provide for additional option consideration in the event of the consummation of certain transactions not previously contemplated by the parties.

NOW, THEREFORE, based on and in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1.             Certain Definitions.  Capitalized terms used in this Agreement but not otherwise defined above shall have the meaning specified or referred to in this Section 1.

“Accounting Referee” has the meaning set forth in Section 10.1(c).

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Balance Sheet” has the meaning set forth in Section 7.6.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in California are authorized or required by Law to be closed for business.

“Buyer Financial Statements” has the meaning set forth in Section 8.15.

“Buyer Insurance Policies” has the meaning set forth in Section 8.6.

“Buyer Material Contracts” has the meaning set forth in Section 8.5.

“Buyer SEC Documents” has the meaning set forth in Section 8.15(a).

“Case” means Case No. 56-2013-00440672-CU-BC-VTA pending in Ventura County Superior Court.

“Closing” has the meaning set forth in Section 5.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Disclosure Schedules” means the Disclosure Schedules delivered by Sellers and Buyer concurrently with the execution and delivery of this Agreement.

“Employee Pension Benefit Plan” has the meaning set forth in Section 3(2) of ERISA.

“Employee Welfare Benefit Plan” has the meaning set forth in Section 3(1) of ERISA.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time, and any successor law.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

-2-

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hawker Material Contracts” has the meaning set forth in Section 7.7.

“Knowledge of Buyer or Buyer’s Knowledge” or any other similar knowledge qualification, means the actual or constructive knowledge of any director or officer of Buyer, after due inquiry.

“Knowledge of Sellers or Sellers’ Knowledge” or any other similar knowledge qualification, means the actual or constructive knowledge of Sellers, after due inquiry.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Liabilities” means any and all debts, liabilities and obligations, of whatever kind or nature, primary or secondary, direct or indirect, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) assets, operations or financial condition of Hawker or Buyer, as applicable, or (b) the ability of Sellers or Buyer, as applicable, to consummate the transactions contemplated hereby on a timely basis.

“Notice” has the meaning set forth in Section 2.

“Option” has the meaning set forth in Section 2.

“Organizational Documents” means (a) in the case of a Person that is a corporation, its articles or certificate of incorporation and its by-laws, regulations or similar governing instruments required by the laws of its jurisdiction of formation or organization; (b) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its partnership agreement (in each case, limited, limited liability, general or otherwise); (c) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement; and (d) in the case of a Person that is none of a corporation, partnership (limited, limited liability, general or otherwise), limited liability company or natural person, its governing instruments as required or contemplated by the laws of its jurisdiction of organization.

“Original Agreement” has the meaning set forth in the Recitals.

-3-

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Post-Closing Tax Period” means any taxable period beginning after the date of the Closing and, with respect to any Straddle Period, the portion of such Straddle Period commencing after the date of the Closing.

“Pre-Closing Tax Period” has the meaning set forth in Section 10.1(c).

“Representative” means, with respect to any Person, any and all directors/managing members, managers, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time, and any successor law.

“Shares” has the meaning set forth in Section 3.

“Straddle Period” has the meaning set forth in Section 10.1(c).

“Taxes” means (a) any unclaimed property and escheat obligations and all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, whether disputed or not; (b) any liability for the payment of any amounts of the type described in clause (a) as a result of being a member of an affiliated, combined, consolidated, unitary or similar group with respect to any Taxes for any period; and (c) any liability of for the payment of any amounts of the type described in clause (a) or (b) as a result of the operation of law or any express or implied obligation to indemnify any other Person.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

-4-

“Term” has the meaning set forth in Section 2.

“Transaction Documents” means this Agreement, the schedules to the Agreement and any other documents required to effect the Closing.

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses.

2.             Option.  Sellers hereby grant to Buyer an option (“Option”) to acquire the Membership Interests, during the period commencing on the date hereof and expiring on March 15, 2014 (“Term”) for the option exercise price set forth in Section 3. The Option may be exercised by delivery by Buyer of a written notice (“Notice”) to Sellers at any time prior to the end of the Term.

3.             Option Exercise Price.  As consideration for the conveyance of the Membership Interests to Buyer upon exercise of the Option, Buyer shall issue the following numbers of shares of Buyer’s Common Stock (“Shares”) at the times indicated:

(a)           at the Closing (as defined in Section 5, 1,500,000 Shares to Katic and 1,500,000 Shares to Moore;

(b)           upon consummation of the acquisition of California Oil Independents (or certain oil and gas interests held by it located in the Monroe Swell Field, Monterey, California), 1,000,000 Shares to Katic and 1,000,000 Shares to Moore;

(c)           upon consummation of the acquisition of a participation in South Coast Oil – Huntington Beach (or the oil and gas interests held by it), 1,000,000 Shares to Katic and 1,000,000 Shares to Moore;

(d)           upon consummation of the acquisition of the Midway-Sunset Lease oil and gas interests held by Christian Hall (or affiliates), 2,500,000 Shares to Katic and 2,500,000 Shares to Moore;

(e)           upon consummation of the acquisition of the TEG Oil & Gas, Inc. (or certain oil and gas interests held by it located in the Tapia Field, Los Angeles County, California), 5,000,000 Shares to Katic and 5,000,000 Shares to Moore;

(f)           upon consummation of the conveyance of certain assets and rights regarding PRC 145.1 Lease held by Rincon Island Limited Partnership or settlement in lieu of such conveyance, 3,500,000 Shares to Katic and 3,500,000 Shares to Moore; and

(g)           upon consummation of the conveyance of certain mineral rights regarding PRC 427 Lease held by ExxonMobil, 3,500,000 Shares to Katic and 3,500,000 Shares to Moore.

4.             Plan of Reorganization.  It is the intention of the Parties that, upon exercise of the Option, the Membership Interests shall be acquired by Buyer in exchange solely for voting stock of Buyer in a tax deferred transaction under Section 368(a)(1)(B) of the Code. Subject to the terms and conditions of this Agreement, Sellers shall exchange with Buyer the Membership Interests for Shares of Buyer as provided herein. Notwithstanding any provision of this Agreement to the contrary, the consideration paid for the Membership Interests shall be solely the voting stock of Buyer.

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5.             Closing.  The consummation of the conveyance and acquisition of the Membership Interests (the “Closing”) upon exercise of the Option shall occur on a date specified by Buyer in the Notice, which date shall be not less than 15 days after delivery of the Notice. At the Closing, each Seller will execute and deliver to Buyer an instrument of assignment of the Membership Interests held by that Seller in customary form and all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 11.2. At the Closing, Buyer shall deliver to Sellers duly executed stock certificates representing the Shares set forth in Section 3(a) and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 11.3. Thereafter, each time a milestone set forth in Sections 3(b) through 3(e) is achieved, Buyer shall, within five days after achievement of the milestone, issue to Sellers duly executed stock certificates representing the Shares indicated in those Sections.

6.             Termination.  This Agreement shall terminate upon expiration of the Term if no Notice has been delivered by Buyer prior to such expiration. If a Notice has been delivered prior to the expiration of the Term, this Agreement shall terminate if Buyer has not scheduled the Closing and tendered the Shares set forth in Section 3(a) by the close of business on the date that is 15 days from the date of delivery of the Notice. Termination of this Agreement in accordance with the foregoing shall be without liability to any Party.

7.             Representations and Warranties of Sellers.  Except as set forth in the correspondingly numbered Disclosure Schedule, Sellers represent and warrant to Buyer that the statements contained in this Section 7 are true and correct as of the date hereof.

7.1           Organization and Authority of Sellers.  Sellers have full power and authority to enter into this Agreement and the other Transaction Documents to which Sellers are a party, to carry out their obligations under this Agreement and other Transaction Documents to which Sellers are a party, and to consummate the contemplated transactions of Sellers. The execution and delivery by Sellers of this Agreement and any other Transaction Document to which Sellers are a party and the performance by Sellers of the contemplated transactions have been duly authorized by all requisite action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms. When each other Transaction Document to which Sellers are or will be parties has been duly executed and delivered by Sellers (assuming due authorization, execution and delivery by each other party to these documents), such Transaction Documents will constitute a legal and binding obligation of Sellers enforceable against them in accordance with its terms.

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7.2           Organization, Authority and Qualification of Hawker.  Hawker is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of California and has full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Schedule 7.2 sets forth each jurisdiction in which Hawker is licensed or qualified to do business, and Hawker is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All limited liability company actions taken by Hawker in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing.

7.3           Capitalization.

(a)           Sellers are the record owners of and have good and valid title to the Membership Interests, free and clear of all Encumbrances. The Membership Interests constitute 100% of the total issued and outstanding membership interests in Hawker. The Membership Interests have been duly authorized and are validly issued, fully-paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Membership Interests, free and clear of all Encumbrances.

(b)           To the Knowledge of Sellers, the Membership Interests were issued in compliance with applicable Laws and were not issued in violation of the Organizational Documents of Hawker or any other agreement, arrangement or commitment to which Sellers or Hawker is a party and are not subject to or in violation of any preemptive or similar rights of any Person.

(c)           There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any membership interests in Hawker or obligating Sellers or Hawker to issue or sell any membership interests (including the Membership Interests), or any other interest, in Hawker. Other than the Organizational Documents, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Membership Interests.

7.4           Subsidiaries.  Except for Punta Gorda, Hawker does not own, or have any interest in any shares or have an ownership interest in any other Person now or at any time since the organization of Hawker.

7.5           No Conflicts; Consents.  The execution, delivery and performance by Sellers of this Agreement and the other Transaction Documents to which they are parties, and the consummation of the contemplated transactions, does not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Hawker; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or Hawker; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Sellers or Hawker is a party or by which Sellers or Hawker is bound or to which any of their respective properties and assets are subject (including any Hawker Material Contract) or any Permit affecting the properties, assets or business of Hawker; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of Hawker. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or Hawker in connection with the execution and delivery of the Transaction Documents and the consummation of the contemplated transactions.

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7.6           Financial Statements.  Schedule 7.6 contains a true and accurate copy of the unaudited balance sheet (the “Balance Sheet”) of Hawker as of December 31, 2012, as per Schedule L of IRS Form 1065, prepared on a cash basis for income tax purposes, and fairly represents the financial condition of Hawker on a cash basis in accordance with income tax requirements as of the date of preparation.

7.7           Material Contracts.  Schedule 7.7 lists the material contracts of Hawker (collectively, the “Hawker Material Contracts”). Each Hawker Material Contract is valid and binding on Hawker in accordance with its terms and is in full force and effect. None of Hawker or, to Sellers’ Knowledge, any other party to any Hawker Material Contract, is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Hawker Material Contract and no event or circumstance has occurred or, to Sellers’ Knowledge, will occur (including the execution of this Agreement and the consummation of the transactions contemplated herein) that, with notice or lapse of time or both, would constitute an event of default under any Hawker Material Contract or result in a termination thereof, or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Hawker Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.

7.8           Insurance.  Hawker maintains no insurance policies, including, without limitation, policies of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary liability or other casualty or property insurance relating to the assets, business, operations, employees, officers or directors of Hawker. There are no outstanding claims related to the business of Hawker under any previously maintained insurance policy as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. To the Knowledge of Sellers, the operator of each property leased or owned, directly or indirectly, by Hawker has maintained such insurance policies that a reasonably prudent operator would carry for properties similar to each such property.

7.9           Legal Proceedings; Governmental Orders; Compliance with Laws.

(a)           There are no Actions pending or, to Sellers’ Knowledge, threatened against or by Hawker, Sellers or any Affiliate of Sellers (i) affecting any of Hawker’s properties or assets; or (ii) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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(b)           To the Knowledge of Sellers, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting Hawker or any of its properties or assets.

(c)           Except as otherwise set forth in the Disclosure Schedules, to the Knowledge of Sellers, Hawker is in compliance with all Laws (including environmental Laws, Laws relating to Taxes and Laws relating to employment, employee benefits or labor matters) applicable to Hawker, except to the extent that the failure to comply therewith would not have a Material Adverse Effect or materially delay or interfere with Sellers’ ability to consummate the transactions contemplated herein.

7.10          Employment Matters.

(a)           All compensation, including wages, commissions and bonuses and employment taxes, social security payments and similar governmental payments, payable to (or for the benefit of) employees, independent contractors or consultants of Hawker for services performed on or prior to the date hereof have been paid in full (or accrued in full in the ordinary course of business and there are no outstanding agreements, understandings or commitments of Hawker with respect to any compensation, commissions or bonuses.

(b)           Hawker is, has been and will be at all times up to and including the date of Closing in compliance with all applicable Laws respecting employment and employment practices, and terms and conditions of employment (including existing and prior union agreements) except, in any such case, for such non-compliance or violations as would not in the aggregate constitute a Material Adverse Effect.

(c)           Hawker has not caused any mass layoff (as defined in the WARN Act) of any Persons working for Hawker.

(d)           Since its formation, Hawker has not (i) maintained or sponsored, nor participated in, any Employee Pension Benefit Plan subject to Title IV of ERISA for any of its employees, (ii) contributed to or been required to contribute to any multiemployer plan, or (iii) maintained or contributed to any Employee Welfare Benefit Plan that provides health, medical or life insurance benefits for retired or terminated employees, their spouses or their dependents, other than in accordance with Section 4980B of the Code.

7.11          Taxes.

(a)           All Tax Returns required to be filed on or before the Closing Date by Hawker have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by Hawker (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b)           Hawker has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, member or other party, and complied in all material respects with all information reporting and backup withholding provisions of applicable Law.

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(c)           No claim has been made in writing by any taxing authority in any jurisdiction where Hawker does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction and no assessment, deficiency, or adjustment has been asserted, proposed, or, to the Knowledge of Sellers, threatened in writing with respect to any Taxes or Tax Returns of or with respect to Hawker.

(d)           No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Hawker. There is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to Hawker.

(e)           There are no Encumbrances (other than Encumbrances for current period Taxes not yet due and payable) on any of the assets of Hawker that arose in connection with any failure (or alleged failure) to pay any Tax.

(f)           There are no Tax audits or administrative or judicial proceedings being conducted, pending, or to the Knowledge of Sellers, threatened with respect to Hawker.

(g)           Hawker is not a party to or bound by any Tax allocation, sharing or indemnity agreements or arrangements.

(h)           Hawker does not have any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax law), or as a transferee or successor, or by contract or otherwise.

(i)            No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect Hawker.

(j)            To the Knowledge of Sellers, all of the property of Hawker that is subject to property Tax has been properly listed and described on the property tax rolls of the appropriate taxing jurisdiction for all periods prior to December 31, 2012 and no portion of Hawker’s property constitutes omitted property for property tax purposes.

(k)           Hawker intends, as soon as practicable to elect to be treated as an association taxable as a corporation, and to be an “S” corporation effective as of the date of such election. Hawker is currently classified as a partnership for U.S. federal and applicable state income Tax purposes.

7.12          Books and Records.  The LLC records of Hawker have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices. At the Closing, all of those records will be in the possession of Hawker.

7.13          Brokers.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Sellers.

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7.14          Liabilities.  To the Knowledge of Sellers there are and, as of the Closing, there will be, no liabilities of Hawker other than (a) current Liabilities set forth on the Balance Sheet identified in Section 7.6, (b) Liabilities arising out of or relating to matters identified in any of the Disclosure Schedules, (c) current Liabilities incurred in the ordinary course of business as would be or would have been permitted under Section 9.1(a) whether prior to the date hereof or hereafter, and (d) those Liabilities listed on Schedule 7.14. To the knowledge of Sellers, since January 1, 2013, there has and, as of the Closing there will have been, no change, event, occurrence or circumstance that, individually or in the aggregate with any other changes, events, occurrences or circumstances, has had a Material Adverse Effect on Hawker.

7.15          Conduct of Business.  Since January 1, 2013, except as otherwise permitted pursuant to Section 9.1(a), Hawker has and, as of the Closing, will have:

(a)           conducted the business of Hawker in the ordinary and usual course of day-to-day operations, substantially consistent in nature, scope and magnitude with the past practices of Hawker, including pursuing other business opportunities as disclosed to Buyer from time to time;

(b)           not sold, disposed of or otherwise transferred any interests in any material assets of Hawker;

(c)           not increased the compensation, bonus, commissions or fee arrangements payable or to become payable by Hawker to its employees, except as consistent with its past practices;

(d)           not entered into, amended, modified or terminated any new or existing Contract other than in the ordinary course of business or as otherwise mutually agreed by the parties; and

(e)           not incurred any additional indebtedness or accrued any additional liabilities other than trade liabilities incurred in the ordinary course of business consistent with past practices or as otherwise mutually agreed by the parties.

7.16          Sellers’ Status.  Sellers are United States Persons within the meaning of Section 7701(a)(30) of the Code.

7.17          No Oil and Gas or Mining Rights, Leases, Membership Interests or Operations.  Since its inception, Hawker has had no interest, direct or indirect, in any oil and gas or mining rights, leases or operations, other than the Rincon Rights (through Punta Gorda).

8.             Representations and Warranties of Buyer.  Except as set forth in the correspondingly numbered Disclosure Schedule, Buyer represents and warrants to Sellers that the statements contained in this Section 8 are true and correct as of the date hereof.

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8.1           Organization and Authority of Buyer.  Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations and to consummate the contemplated transactions. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations and the consummation by Buyer of the contemplated transactions have been duly authorized by its board of directors. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party to the Transaction Documents), the Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

8.2           No Conflicts; Consents.  The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the contemplated transactions, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under any Contract to which Buyer is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the contemplated transactions, which, in the aggregate, would not have a Material Adverse Effect.

8.3           Capitalization; Securities Compliance.

(a)           Schedule 8.3(a) sets forth a true and accurate description of the capitalization of Buyer as of the date hereof. The Shares have been have been duly authorized and are or will be (upon issuance in accordance with the terms of this Agreement) validly issued, fully-paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Sellers shall own the Shares free and clear of all Encumbrances. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of Buyer or obligating Buyer to issue or sell any capital stock, or any other interest, in Buyer. Other than the Organizational Documents, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

(b)           To the Knowledge of Buyer, all issuances of the securities of Buyer were, and have been, made in compliance with the Securities Act and any other legal requirement. Schedule 8.3(b) sets forth a true and complete list of all securities issued by Buyer since July 18, 2011.

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8.4           No Subsidiaries.  Buyer does not own, directly or indirectly, any equity or long-term debt securities of any Person.

8.5           Material Contracts.  Schedule 8.5 lists the material contracts of Buyer (collectively, the “Buyer Material Contracts”). Each Buyer Material Contract is valid and binding on Buyer in accordance with its terms and is in full force and effect. None of Buyer or, to Buyer’s Knowledge, any other party to any Buyer Material Contract, is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Buyer Material Contract and no event or circumstance has occurred or, to Buyer’s Knowledge, will occur (including the execution of this Agreement and the consummation of the transactions contemplated herein) that, with notice or lapse of time or both, would constitute an event of default under any Buyer Material Contract or result in a termination thereof, or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Buyer Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Sellers.

8.6           Insurance.  Buyer maintains no insurance policies, including, without limitation, policies of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary liability or other casualty or property insurance relating to the assets, business, operations, employees, officers or directors of Buyer. There are no outstanding claims related to the business of Buyer under any previously maintained insurance policy as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights.

8.7           Legal Proceedings; Governmental Orders; Compliance with Laws.

(a)           There are no Actions pending or, to Buyer’s Knowledge, threatened against or by Buyer or any Affiliate of Buyer (i) affecting any of its properties or assets; or (ii) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b)           There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting Buyer or any of its properties or assets.

(c)           Buyer is in compliance with all Laws (including environmental Laws, Laws relating to Taxes and Laws relating to employment, employee benefits or labor matters) applicable to Buyer, except to the extent that the failure to comply therewith would not have a Material Adverse Effect or materially delay or interfere with Buyer’s ability to consummate the transactions contemplated herein.

8.8           Employment Matters.

(a)           As of the date hereof, all compensation, including wages, commissions and bonuses and employment taxes, social security payments and similar governmental payments, payable to (or for the benefit of) employees, independent contractors or consultants of Buyer for services performed on or prior to the date hereof have been paid in full (or accrued in full on in this ordinary course of business and there are no outstanding agreements, understandings or commitments of Buyer with respect to any compensation, commissions or bonuses.

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(b)           Buyer is, has been (since July 18, 2011) and will be at all times up to and including the Closing Date in compliance with all applicable Laws respecting employment and employment practices, and terms and conditions of employment (including existing and prior union agreements) except, in any such case, for such non-compliance or violations as would not in the aggregate constitute a Material Adverse Effect.

(c)           Buyer has not caused any mass layoff (as defined in the WARN Act) of any Persons working for Buyer.

(d)           Since July 18, 2011, Buyer has not (i) maintained or sponsored, nor participated in, any Employee Pension Benefit Plan subject to Title IV of ERISA for any of its employees, (ii) contributed to or been required to contribute to any multiemployer plan, or (iii) maintained or contributed to any Employee Welfare Benefit Plan that provides health, medical or life insurance benefits for retired or terminated employees, their spouses or their dependents, other than in accordance with Section 4980B of the Code.

8.9           Taxes.

(a)           All Tax Returns required to be filed between July 18, 2011 and the Closing Date by Buyer have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by Buyer (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b)           Since July 18, 2011, Buyer has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, member or other party, and complied in all material respects with all information reporting and backup withholding provisions of applicable Law.

(c)           Since, July 18, 2011, no claim has been made in writing by any taxing authority in any jurisdiction where Buyer does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction and no assessment, deficiency, or adjustment has been asserted, proposed, or, to the Knowledge of Buyer, threatened in writing with respect to any Taxes or Tax Returns of or with respect to Buyer.

(d)           Since July 18, 2011, no extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Buyer. There is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to Buyer.

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(e)           There are no Encumbrances (other than Encumbrances for current period Taxes not yet due and payable) on any of the assets of Buyer that arose in connection with any failure (or alleged failure) to pay any Tax.

(f)            There are no Tax audits or administrative or judicial proceedings are being conducted, pending, or to the Knowledge of Buyer, threatened with respect to Buyer.

(g)           Buyer is not a party to or bound by any Tax allocation, sharing or indemnity agreements or arrangements.

(h)           Buyer does not have any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax law), or as a transferee or successor, or by contract or otherwise.

(i)           No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect Buyer.

(j)           To the Knowledge of Buyer, all of the property of Buyer that is subject to property Tax has been properly listed and described on the property tax rolls of the appropriate taxing jurisdiction for all periods prior to December 31, 2012 and no portion of Buyer’s property constitutes omitted property for property tax purposes.

8.10          Books and Records.  The corporate records of Buyer have been made available to Sellers, are complete and correct and have been maintained in accordance with sound business practices.

8.11          Brokers.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Buyer.

8.12          Liabilities.  To the Knowledge of Buyer there are, and as of the Closing, there will be, no liabilities of Buyer other than (a) current Liabilities set forth on Buyer’s balance sheet contained in the Buyer Financial Statements, (b) Liabilities arising out of or relating to matters identified in any of the Disclosure Schedules and (c) current Liabilities incurred in the ordinary course of business as would be or would have been permitted under Section 9.1(b) whether prior to the date hereof or hereafter. To the knowledge of Buyer, since January 1, 2013, there has, and as of the Closing Date, there will have been, with respect to Buyer, no change, event, occurrence or circumstance that, individually or in the aggregate with any other changes, events, occurrences or circumstances, has had a Material Adverse Effect.

8.13          Conduct of Business.  Since January 1, 2013, except as otherwise permitted pursuant to Section 9.1(b), Buyer has and, as of the Closing, will have:

(a)           conducted the business of Buyer in the ordinary and usual course of day-to-day operations, substantially consistent in nature, scope and magnitude with the past practices of Buyer, including pursuing other business opportunities as disclosed to Sellers from time to time;

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(b)           not sold, disposed of or otherwise transferred any interests in any material assets of Buyer;

(c)           not increased the compensation, bonus, commissions or fee arrangements payable or to become payable by Buyer to its employees, except as consistent with its past practices;

(d)           not entered into, amended, modified or terminated any new or existing contract other than in the ordinary course of business or as otherwise mutually agreed by the parties; and

(e)           not incurred any additional Indebtedness or accrued any additional liabilities other than trade indebtedness incurred in the ordinary course of business consistent with past practices or as otherwise mutually agreed by the parties.

8.14          SEC Filings; Financial Statements.

(a)           Since July 18, 2011, Buyer has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Sarbanes-Oxley Act (such documents and any other documents filed by Buyer with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Buyer SEC Documents”). As of their respective effective dates (in the case of the Buyer SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Buyer SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Buyer SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of Buyer included in the Buyer SEC Documents, including the related notes and schedules (collectively, the “Buyer Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the financial position and the results of operations, cash flows and changes in stockholders’ equity of Buyer as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

(b)           Buyer is not a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Buyer, on the one hand, and any Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer in its published financial statements or other Buyer SEC Documents.

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(c)           Without limiting the generality of Section 8.14(a), since July 18, 2011, (i) L.L. Bradford & Company, LLC have not resigned or been dismissed as independent public accountants of Buyer as a result of or in connection with any disagreement with Buyer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of Buyer has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any form, report or schedule filed by Buyer with the SEC since the enactment of the Sarbanes-Oxley Act, and neither Buyer nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Sarbanes-Oxley Act and made by Buyer’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the Knowledge of Buyer, threatened against Buyer by the SEC relating to disclosures contained in any Buyer SEC Document.

(d)           Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since July 18, 2011, neither Buyer nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of Buyer.

8.15          Internal Controls.  Buyer maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Buyer, (ii) provide reasonable assurance that receipts and expenditures of Buyer are being made in accordance with authorizations of management of Buyer and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Buyer’s assets that could have a material effect on its financial statements. Buyer (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Buyer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Buyer’s management as appropriate to allow timely decisions regarding required disclosure and (B) has disclosed to Buyer’s auditors and the audit committee of the board of directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that adversely affect in any material respect Buyer’s ability to record, process, summarize and report financial information, and has identified for Buyer’s auditors and audit committee of the board of directors any material weaknesses in internal control over financial reporting and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting.

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8.16          No Oil and Gas or Mining Rights, Leases, Membership Interests or Operations.  Except as disclosed in Buyer’s Exchange Act filings with the SEC, Buyer has and, since July 18, 2011, has had no interest, direct or indirect, in any oil and gas or mining rights, leases or operations.

9.             Certain Agreements.

9.1           Conduct of Business Prior to the Closing.

(a)           From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Sellers shall, and shall cause Hawker to, conduct the business of Hawker in the ordinary course of Hawker’s business consistent with past practice and use reasonable best efforts to maintain and preserve intact the current organization and business of Hawker and to preserve the rights, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Hawker.

(b)           From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Sellers (which consent shall not be unreasonably withheld or delayed), Buyer shall to conduct its business in the ordinary course of the Buyer’s business consistent with past practice and use reasonable best efforts to maintain and preserve intact the current organization and business of Buyer and to preserve the rights, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Buyer.

9.2           Diligence Review.  From the date hereof until the Closing, each Party shall (a) afford the others with full and free access to and the right to inspect all of the properties, assets, premises, books and records, Contracts and other documents and data related to such party in a manner that does not disrupt any business of the party; (b) furnish the other Parties with such financial, operating and other data and information related to that Party as any other Party may reasonably request; and (c) instruct the Representatives of that Party cooperate with the other Parties in their diligence efforts.

9.3           Notice of Certain Events.  From the date hereof until the Closing, each Party shall promptly notify the other Parties in writing of:

(a)           any fact, circumstance, event or action the existence, occurrence or taking of which (i) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) has resulted in, or could reasonably be expected to result in, any representation or warranty made hereunder not being materially true and correct or (iii) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 11.2 or Section 11.3 to be satisfied;

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(b)           any notice or other communication from any Person alleging that the consent of the Person is or may be required in connection with the transactions contemplated by this Agreement;

(c)           any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and

(d)           any Actions commenced or, to Sellers’ or Buyer’s Knowledge, threatened against, relating to or involving or otherwise affecting Sellers, Hawker or Buyer that, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 7.9(a) or Section 8.7(a) or that relates to the consummation of the transactions contemplated by this Agreement.

9.4           Confidentiality.  From and after the Closing, each Party shall, and shall cause his or its Affiliates to, hold, and shall use his or its reasonable best efforts to cause his or its respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the other Parties, except to the extent that such Party can show that the information (a) is generally available to and known by the public through no fault of that Party, any of his or its Affiliates or their respective Representatives; or (b) is lawfully acquired by such party, any of his or its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Party or any of his or its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, that Party shall promptly notify the other Parties in writing and shall disclose only that portion of such information that is advised by his or its counsel in writing is legally required to be disclosed, provided that such Party shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

9.5           Books and Records.

(a)           In order to facilitate the resolution of any claims made against or incurred by any party prior to the Closing, or for any other reasonable purpose, for a period of five years after the Closing, Buyer shall:

(b)           retain the books and records (including personnel files) of Hawker and Buyer and their operations relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of Hawker and Buyer, as applicable; and

(c)           upon reasonable notice, afford the Representatives of Sellers reasonable access (including the right to make, at Sellers’ expense, photocopies), during normal business hours, to such books and records; provided, however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth in Section 10.

(d)           Neither Buyer nor Sellers shall be obligated to provide the other party with access to any books or records (including personnel files) pursuant to this Section 9.5 where such access would violate any Law.

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9.6           Reversion.  Pursuant to the Amended and Restated Farmout and Assignment Agreement dated as of May 30, 2008, between Punta Gorda and John M. Wolfe, as Trustee for the Bankruptcy Estate of Energy Development Corporation, Punta Gorda must drill a test well on the property covered by CSLC Lease PRC 145.1 in order to fully earn the interests represented by the Rincon Rights. If Buyer determines not to drill the test well for any reason, the Rincon Rights shall be assigned to Sellers in exchange for reimbursement by Sellers of all of Buyer’s identifiable out-of-pocket expenditures in pursuing the Rincon Rights including, without limitation, legal fees paid by Buyer in litigating the Case. Reimbursement may be either in the form of a cash payment or delivery of a Sellers’ promissory note, secured by the Rincon Rights, payable in four equal annual installments of principal commencing one year from the date of reassignment and on each anniversary thereafter until paid in full, with each such principal payment accompanied by accrued interest at the rate of 5% per annum, or a combination of cash and promissory note.

10.           Tax Matters.

10.1          Tax Covenants.

(a)           Without the prior written consent of Buyer, which consent shall not be unreasonably withheld or conditioned, Sellers shall not, to the extent it may affect, or relate to, Hawker, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction, nor shall Sellers cause any of the foregoing, that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or Hawker in respect of any Post-Closing Tax Period.

(b)           Without the prior written consent of Sellers, which consent shall not be unreasonably withheld or conditioned, prior to the Closing, Buyer shall not make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction, nor shall Buyer cause any of the foregoing, that would have the effect of: (i) increasing the Tax liability of any Seller in any Pre-Closing Tax Period, or (ii) increasing the Tax Liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period.

(c)           Sellers shall cause Hawker at Hawker’s expense to prepare and timely file all Tax Returns for Hawker for all taxable periods ending on or before the Closing Date (“Pre-Closing Tax Periods”). Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns for Hawker for all taxable periods beginning before and ending after the Closing Date (“Straddle Periods”). Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. If either party objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify the other party in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly and timely delivered, Buyer and Sellers shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Sellers are unable to reach such agreement within ten days after receipt by Sellers of such notice, the disputed items shall be resolved by a nationally recognized accounting firm selected by Sellers and reasonably acceptable to Buyer (the “Accounting Referee”). Any determination by the Accounting Referee shall be final. The Accounting Referee shall resolve any disputed items no later than three days prior to the due date of the disputed Tax Return. If the Accounting Referee has not made its determination three days prior to the due date for such disputed Tax Return, the Tax Return shall be filed as originally proposed, reflecting any items previously objected to and agreed, and then subsequently amended to reflect the Accounting Referee’s resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Sellers.

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10.2          Post-Closing Tax Period Taxes and Tax Returns.  The preparation and filing of any Tax Return of Hawker that does not relate to a Pre-Closing Tax Period, along with all Taxes associated with any such Tax Return, shall be exclusively within the control of, and wholly borne by, Buyer.

10.3          Straddle Period.  The amount of Taxes attributable to the pre-Closing portion of any Straddle Period shall, (i) in the case of any income Taxes, sales Taxes, employment Taxes and other Taxes of Hawker that are readily apportionable between periods based on an actual or deemed closing of the books, be determined based on an interim closing of the books as of the close of business on the date of the Closing, and (ii) in the case of other Taxes of Hawker, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the date of the Closing and the denominator of which is the total number of days in the Straddle Period.

10.4          Cooperation; Tax Proceedings.  Each of Buyer and Sellers shall furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to Buyer or Sellers as is reasonably necessary for the preparation and filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. The filing party under Section 10.1 shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes with respect to which either party may incur liability hereunder; provided, however that in the event an adverse determination may result in Buyer or Sellers having responsibility to a taxing authority for Taxes, each party shall be entitled to fully participate in that portion of the proceedings relating to the Taxes with respect to which it may incur liability hereunder.

10.5          Refunds and Tax Credits.  To the extent that Hawker receives any refund of Taxes with respect to a Pre-Closing Tax Period, then Hawker shall pay over to Sellers in cash any such refund (together with any interest thereon), net of any taxes or other costs incurred by Hawker attributable to the receipt of such refund or credit, within ten days after receipt or entitlement thereto.

10.6          Survival.  Notwithstanding anything in this Agreement to the contrary, the provisions of Section 7.11, Section 8.9 and this Section 10 shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days.

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11.           Conditions to Closing.

11.1          Conditions to Obligations of All Parties.  The obligations of each Party to consummate the transactions contemplated by this Agreement upon exercise of the Option shall be subject to the following conditions:

(a)           The receipt, at or prior to the Closing, of all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 7.5 and Section 8.2, in each case, in form and substance reasonably satisfactory to Buyer and Sellers, and no such consent, authorization, order and approval shall have been revoked.

(b)           No Action shall have been commenced against Buyer, Sellers or Hawker to materially restrain, prohibit or otherwise materially interfere with or obtain substantial monetary damages (not otherwise covered by insurance) in connection with the consummation of the transactions contemplated herein, or that would prevent the Closing.

(c)           No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material contemplated transaction.

11.2         Conditions to Obligations of Buyer.  The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver in Buyer’s discretion, at or prior to the Closing, of each of the following conditions:

(a)           Between the date hereof and the Closing, there shall be no Material Adverse Effect in the operations or condition of Hawker’s assets or the financial condition or liabilities (as reflected in Hawker’s Balance Sheet or otherwise) of Hawker other than such expenditures, business arrangements and changes in operations as mutually agreed by the parties prior to Closing and as provided in this Agreement. Between the date hereof and the Closing, there shall not have occurred any Material Adverse Effect with respect to Hawker, nor shall any event or events have occurred that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect with respect to Hawker.

(b)           The representations and warranties of Sellers contained in this Agreement and the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the date of Closing with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(c)           Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by Sellers prior to or on the date of Closing; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Sellers shall have performed such agreements, covenants and conditions, as so qualified, in all respects.

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(d)           All executed approvals, consents and waivers that are listed on Schedule 7.5 shall have been received, and shall have been delivered to Buyer at or prior to the Closing.

(e)           Sellers shall have duly executed and delivered to Buyer assignments of the Membership Interests in customary form.

(f)           The other Transaction Documents shall have been executed and delivered and true and complete copies of the executed Transaction Documents shall have been delivered to Buyer.

(g)           Buyer shall have received a customary certificate of Sellers certifying the documents and signatures for the Transaction.

(h)           Sellers shall have delivered to Buyer a good standing certificate (or its equivalent) for Hawker from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Hawker is organized.

11.3         Conditions to Obligations of Sellers.  The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

(a)           Between the date hereof and the Closing, there shall be no Material Adverse Effect in the operations or condition of Buyer’s assets or the financial condition or liabilities (as reflected in the Buyer Financial Statements or otherwise) of Buyer other than such expenditures, business arrangements and changes in operations as mutually agreed by the parties prior to Closing and as provided in this Agreement. Between the date hereof and the Closing, there shall not have occurred any Material Adverse Effect with respect to Buyer, nor shall any event or events have occurred that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect with respect to Buyer.

(b)           The representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant to this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the date of Closing with the same effect as though made at and as of the date of Closing (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

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(c)           Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents, to be performed or complied with by it prior to or on the date of Closing; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.

(d)           All executed approvals, consents and waivers that are listed on Schedule 8.2 shall have been received, and shall have been delivered to Sellers at or prior to the Closing.

(e)           The other Transaction Documents shall have been executed and true and complete copies shall have been delivered to Sellers.

(f)           Sellers shall have received a certificate, dated the date of Closing and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 11.3(b) and Section 11.3(c) have been satisfied.

(g)           Sellers shall have received a certificate of the duly authorized officer of the Buyer certifying that attached are true and complete copies of all resolutions adopted by the governing committee of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the contemplated transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the contemplated transactions.

(h)           Sellers shall have received a certificate of the duly authorized officer of the Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered under this Agreement.

(i)           Buyer shall have delivered to Sellers a good standing certificate (or its equivalent) for Buyer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Buyer is organized and any jurisdiction in which it is qualified to conduct business.

(j)           Buyer shall have delivered to Sellers stock certificates for the Shares referenced in Section 3(a).

12.           Miscellaneous.

12.1          Expenses.  Except as otherwise expressly provided in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring the costs and expenses, whether or not the Closing shall have occurred.

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12.2          Notices.  All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. The communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12.2):

If to Sellers:	c/o Hawker Energy, LLC
	326 S. Pacific Coast Highway, Suite 102
	Redondo Beach, California 90277
	Attn: Darren Katic and Charles Moore
	Phone: (310) 316-3623
	Email: dkatic@hawkerenergyllc.com
	cmoore@hawkerenergyllc.com
with a copy to:	Rutan & Tucker, LLP
	611 Anton Boulevard, 14th Floor
	Costa Mesa, California 92626
	Attn: Gregg Amber
	Phone: (714) 641-3425
	Email: gamber@rutan.com
If to Buyer:	Sara Creek Gold Corp.
	10 Market Street #328
	Camana Bay, Cayman Islands, KYI-9006
	Attn: Kristian Andresen
	Phone: (702) 701-0368
	Email: kristianandresen@mac.com
with a copy to:	Scott Olson, Esq.
	274 Broadway
	Costa Mesa, California 92627
	Phone: (310) 985-1034
	Email: sdoesq@gmail.com

12.3          Interpretation.  For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections and Disclosure Schedules mean the Sections of, and Disclosure Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means the agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by its provisions; and (z) to a statute means the statute as amended from time to time and includes any successor legislation and any regulations promulgated under the statute. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules referred to in this Agreement shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

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12.4          Headings.  The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

12.5          Severability.  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable the term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the contemplated transactions are consummated as originally contemplated to the greatest extent possible.

12.6          Entire Agreement.  This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained in this Agreement, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to the subject matter, including, without limitation, the Original Agreement, which is amended, restated and superseded in its entirety by this Agreement. The Original Agreement shall be of no further force and effect upon execution of this Agreement by all parties hereto. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents and Disclosure Schedules (other than an exception expressly set forth in the Disclosure Schedules), the statements in the body of this Agreement will control.

12.7          Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. No party may assign his or its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations under this Agreement.

12.8          No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the parties to this Agreement and their respective successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.9           Amendment and Modification; Waiver.  This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party to this Agreement. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by the written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver of this Agreement; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise of this Agreement or the exercise of any other right, remedy, power or privilege.

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12.10        Governing Law; Consent to Jurisdiction.  This Agreement is entered into in Los Angeles County, California and shall be governed by, and construed in accordance with, the internal laws of the State of California without regard to conflict of law principles that would result in the application of any law other than the law of the State of California. Each party acknowledges and consents to the personal jurisdiction of the State and Federal courts in the State of California with respect to any action or proceeding arising out of or in connection with any provision of this Agreement.

12.11        Forum and Venue.  The State of California shall be the sole and exclusive forum for any claim or suit between or among the parties involving this Agreement or the other Transactions Documents or any transactions contemplated hereby or thereby. All such claims or suits shall be filed only in Los Angeles County, California, which shall be the sole and exclusive venue for all such matters.

12.12        Waiver of Jury Trial.

(a)           EACH OF THE PARTIES HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party acknowledges that this waiver is a material inducement to enter into a business relationship, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings. Each party further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.12 AND EXECUTED BY EACH OF THE PARTIES), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

-27-

(b)           To the extent the foregoing waiver of a jury trial is held to be unenforceable under applicable California law, the parties shall refer, for a complete and final adjudication, any and all issues of fact or law involved in any litigation or proceeding (including all discovery and law and motion matters, pretrial motions, trial matters and post-trial motions up to and including final judgment), brought to resolve any dispute (whether based on contract, tort or otherwise) between the parties hereto arising out of, in connection with or otherwise related or incidental to this Agreement or any Transaction Document to a judicial referee who shall be appointed under a general reference pursuant to California Code of Civil Procedure Section 638, which referee’s decision will stand as the decision of the court. Such judgment will be entered on the referee’s statement of judgment in the same manner as if the action had been tried by the court. The parties shall select a single neutral referee, who shall be a retired state or federal judge with at least five years of judicial experience in civil matters; provided that in the event the parties cannot agree upon a referee, the referee will be appointed by the court.

12.13           Public Announcements; Review.  Unless otherwise required by applicable law or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements (including SEC filings) in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party, and the parties shall cooperate as to the timing and contents of any such announcement. Prior to making any public announcement relating to this Agreement, including, without limitation, announcements required by applicable law or stock exchange requirements, the announcing party shall grant to the non-announcing party a reasonable period of time in which to review and provide comment to such announcement (including SEC filings), and further, shall use reasonable efforts to accommodate the comments, if any, of such non-announcing party.

12.14           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signatures on following page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

/s/ Darren Katic
Darren Katic
/s/ Charles Moore
Charles Moore
Sara Creek Gold Corp., a Nevada corporation
By:	/s/ Darren Katic
	Darren Katic, Chief Executive Officer
By:	/s/ Kristian Andresen
	Kristian Andresen, Secretary

-29-

EX-21

Exhibit 21

Subsidiaries

SCNRG, LLC, a California limited liability company

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

     We hereby consent to the references to our firm in this Annual Report on Form 10-K (including any amendments thereto) filed by Sara Creek Gold Corp. to our estimates of reserves and value of reserves and our reports on reserves as of September 1, 2013 for the D.E.E.P. Property, Midway-Sunset Field prepared for SCNRG, LLC.  We also consent to the inclusion of our reports dated September 1, 2013 as an exhibit included in such Annual Report.

Chapman Petroleum Engineering Ltd.

/C.W. Chapman/

C.W. Chapman, P. Eng.

President

445, 708 11th Avenue S.W., Calgary, Alberta

November 20, 2013

EX-31

Exhibit 31

CERTIFICATION

I, Darren Katic, certify that:

1. I have reviewed this annual report on Form 10-K 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: November 27, 2013	/s/ Darren Katic
	Darren Katic Chief Executive Officer and Chief Financial Officer

EX-32

Exhibit 32

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-K for the year ended August 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darren Katic, Chief Executive Officer and Chief 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: November 27, 2013	/s/ Darren Katic
	Darren Katic Chief Executive Officer and Chief Financial Officer

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Aug. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Accounting

Basis of Accounting - The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Year-End

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

Exploration Stage Company

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

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

Cash

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

The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation.  As of August 31, 2013 and 2012 no amounts were in excess of the federally insured program, respectively.

Revenue Recognition

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 August 31, 2012.  During the year ended August 31, 2013, the Company recognized $3,932 in revenue from oil & gas properties.

Exploration and Development Costs

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

Income Taxes

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

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

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

Fair Value of Financial Instruments - The Company discloses, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.  As of August 31, 2013 and 2012 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

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

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 August 31, 2013 and 2012, respectively.

Risks and Uncertainties

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

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

XML

STATEMENTS OF OPERATIONS (USD $)	12 Months Ended		87 Months Ended
	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2013
Revenue
Oil and gas activities	$ 3,932		$ 3,932
Operating expenses
Direct oil & gas costs	2,380		2,380
General and administrative	79,305	59,227	817,579
Total operating expenses	81,685	59,227	819,959
Loss from operations	(77,753)	(59,227)	(816,027)
Other expense
Gain on foreign currency translation	518		518
Gain on settlement of debt	8,755		8,755
Interest expense	(61,489)	(5,133)	(70,548)
Total other expense	(52,216)	(5,133)	(61,275)
Loss from operations before income taxes	(129,969)	(64,360)	(877,302)
Provision for income taxes
Net loss	$ (129,969)	$ (64,360)	$ (877,302)
Net loss per common share - basic and diluted	$ (0.01)	$ (0.01)
Weighted average common shares outstanding - basic and diluted	10,907,958	5,187,077

XML

GOING CONCERN

12 Months Ended

Aug. 31, 2013

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 August 31, 2013, the Company had total current assets of $9,631 and a working capital deficit in the amount of $18,434. The Company incurred a net loss of $129,969 during the year ended August 31, 2013 and an accumulated net loss of $877,302 since inception.  The Company has not earned any significant 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.

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STOCKHOLDERS' EQUITY (DEFICIT) (Details) (USD $)	0 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended					87 Months Ended
	Feb. 08, 2011	Sep. 23, 2009	Aug. 31, 2006	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2008	Aug. 31, 2007	Aug. 31, 2013
Stock split ratio	0.03333	15
Issuance of stock
Receipt of stock subscription receivable								10,000
Issuance of common stock in exchange for debt				59,000	50,000	503,093
Issuance of additional common stock in exchange for debt					30,000
Accrued interest waived by stockholders					9,059
Issuance of common stock in exchange for services rendered					25,750
Issuance of common stock in exchange for cash				35,000	15,000		49,000
Issuance of common stock in exchange for cash, shares				700,000
Issuance of stock in period, per share value			$ 0.001	$ 0.05	$ 0.05	$ 0.30	$ 0.10
Additional issuance of stock in period, per share value					$ 0.05
Beneficial conversion feature				59,000
Notes payable - related party waived by stockholders				13,966					13,966
Issuance of common stock in exchange for oil & gas properties, shares				2,500,000
Issuance of common stock in exchange for oil & gas properties				31,500					31,500
Common Stock [Member]
Issuance of stock			1,000
Issuance of stock, shares			1,000,000
Adjustment for rounding differences					8
Receipt of stock subscription receivable
Issuance of common stock in exchange for debt				1,180	5,000
Issuance of common stock in exchange for debt, shares				1,180,000	5,000,000
Issuance of additional common stock in exchange for debt					6,000	1,677
Issuance of additional common stock in exchange for debt, shares					600,000	1,676,977
Accrued interest waived by stockholders
Issuance of common stock in exchange for services rendered					515
Issuance of common stock in exchange for services rendered, shares					515,000
Issuance of common stock in exchange for cash				1,000			490
Issuance of common stock in exchange for cash, shares				1,000,000			490,000
Beneficial conversion feature
Notes payable - related party waived by stockholders
Issuance of common stock in exchange for oil & gas properties, shares				500,000
Issuance of common stock in exchange for oil & gas properties				500
Common Stock Payable [Member]
Issuance of stock
Issuance of stock, shares
Receipt of stock subscription receivable
Issuance of common stock in exchange for debt
Issuance of common stock in exchange for debt, shares
Issuance of additional common stock in exchange for debt
Issuance of additional common stock in exchange for debt, shares
Accrued interest waived by stockholders
Issuance of common stock in exchange for services rendered
Issuance of common stock in exchange for services rendered, shares
Issuance of common stock in exchange for cash				(300)	300
Issuance of common stock in exchange for cash, shares				(300,000)	300,000
Beneficial conversion feature
Notes payable - related party waived by stockholders
Issuance of common stock in exchange for oil & gas properties, shares				2,000,000
Issuance of common stock in exchange for oil & gas properties				2,000
Stock Subscription Receivable [Member]
Issuance of stock			(10,000)
Receipt of stock subscription receivable								10,000
Issuance of common stock in exchange for debt
Issuance of additional common stock in exchange for debt
Accrued interest waived by stockholders
Issuance of common stock in exchange for services rendered
Issuance of common stock in exchange for cash
Beneficial conversion feature
Notes payable - related party waived by stockholders
Issuance of common stock in exchange for oil & gas properties
Oil and Gas Properties [Member]
Issuance of stock in period, per share value				$ 0.013

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INCOME TAX (Tables)

12 Months Ended

Aug. 31, 2013

INCOME TAX [Abstract]

Schedule of Deferred Tax Liabilities and Assets

Significant components of the Company's deferred tax liabilities and assets as of August 31, 2013 and 2012 are as follows:

	August 31, 2013			August 31, 2012
Deferred tax asset:
Net operating loss	$	877,302		$	747,333
Less:  non-deductable expenses		(625	)		(625	)
		876,677			746,708
Income tax rate		35	%		35	%
		306,837			261,348
Less valuation allowance		(306,837	)		(261,348	)
Deferred tax asset	$	-		$	-

XML

SUBSEQUENT EVENTS (Details)	12 Months Ended	0 Months Ended	12 Months Ended				1 Months Ended
	Aug. 31, 2013	Oct. 15, 2013 Subsequent Event [Member]	Aug. 31, 2013 Subsequent Event [Member] California Oil Independents [Member]	Aug. 31, 2013 Subsequent Event [Member] South Coast Oil Huntington Beach [Member]	Aug. 31, 2013 Subsequent Event [Member] Midway Sunset Lease [Member]	Aug. 31, 2013 Subsequent Event [Member] Rincon Island Limited Partnership [Member]	Sep. 18, 2013 Subsequent Event [Member] SCNRG [Member]	Nov. 20, 2013 Subsequent Event [Member] TEG Oil & Gas, Inc. [Member]	Nov. 20, 2013 Subsequent Event [Member] ExxonMobil [Member]
Subsequent Event [Line Items]
Agreement aggregate consideration shares to issue							14000000
Acquisition of Hawker shares purchase price		3,000,000
Additional shares shall be issued upon acquisition of certain oil and gas	2,500,000		2,000,000	2,000,000	5,000,000	7,000,000		10,000,000	7,000,000

XML

LEGAL PROCEEDINGS (Details) (USD $)	0 Months Ended
	Nov. 10, 2011
LEGAL PROCEEDINGS [Abstract]
Amount of claim filed against the company	$ 14,452

XML

STATEMENTS OF STOCKHOLDERS' (DEFICIT) (Parenthetical) (USD $)	3 Months Ended	12 Months Ended
	Aug. 31, 2006	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2008
STATEMENTS OF STOCKHOLDERS' (DEFICIT) [Abstract]
Issuance of stock in period, per share value	$ 0.001	$ 0.05	$ 0.05	$ 0.30	$ 0.10
Additional issuance of stock in period, per share value			$ 0.05

XML

DESCRIPTION OF BUSINESS

12 Months Ended

Aug. 31, 2013

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 then business plan which is the acquisition, exploration, and development of gold and other mineral resource properties. In mid-2013, the Company shifted its focus to oil and gas acquisition and development.

XML

OIL AND GAS PROPERTIES

12 Months Ended

Aug. 31, 2013

OIL AND GAS PROPERTIES [Abstract]

OIL AND GAS PROPERTIES

4.  OIL AND GAS PROPERTIES

On July 18, 2013, the Company acquired a 2% working interest in a well located in California in exchange for 2,500,000 shares of common stock.  The Company issued 500,000 shares of common stock on July 30, 2013 and the remaining 2,000,000 shares of common stock will be issued in January 2014.  The Company valued the shares at $31,500 which includes a $5,000 deposit with owner of the well to cover the Company's share of operating expenses.  The fair value was determined by the present value of estimated future cash flows from the well.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Aug. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

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

The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation.  As of August 31, 2013 and 2012 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 August 31, 2012.  During the year ended August 31, 2013, the Company recognized $3,932 in revenue from oil & gas properties.

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

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

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

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 - The Company discloses, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.  As of August 31, 2013 and 2012 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 August 31, 2013 and 2012, 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 a material effect on the Company's financial statements.

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BALANCE SHEETS (Parenthetical) (USD $)	Aug. 31, 2013	Aug. 31, 2012
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	11,961,985	9,281,985
Common stock, shares outstanding	11,961,985	9,281,985

XML

STOCKHOLDERS' EQUITY (DEFICIT)

12 Months Ended

Aug. 31, 2013

STOCKHOLDERS? EQUITY (DEFICIT) [Abstract]

STOCKHOLDERS? EQUITY (DEFICIT)

7.  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.

Year Ended August 31, 2006

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

Year Ended August 31, 2008

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

Year Ended August 31, 2011

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

Year Ended August 31, 2012

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

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

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

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

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

Year ended August 31, 2013

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

The Company recorded $59,000 related to the debt discount on the convertible notes payable with Lindsey Capital Corp.

The Company issued 500,000 shares of its par value common stock in exchange for oil and gas properties at $0.013 per share for total value in the amount of $31,500.

The Company issued 1,180,000 shares of its par value common stock in exchange for conversion of debt at $0.05 per share for total principal amount of $59,000.

The Company recorded $13,966 to additional paid in capital related to the settlement of debt with a related party.

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STATEMENTS OF STOCKHOLDERS' (DEFICIT) (USD $)	Total	Common Stock [Member]	Common Stock Payable [Member]	Stock Subscription Receivable [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at Jun. 11, 2006
Balance, shares at Jun. 11, 2006
Issuance of stock		1,000		(10,000)	9,000
Issuance of stock, shares		1,000,000
Net loss	(1,230)					(1,230)
Balance 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 at Aug. 31, 2007	2,915	1,000			9,000	(7,085)
Balance, shares at Aug. 31, 2007		1,000,000
Issuance of common stock in exchange for cash	49,000	490			48,510
Issuance of common stock in exchange for cash, shares		490,000
Net loss	(58,567)					(58,567)
Balance 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 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 at Aug. 31, 2010	(551,179)	1,490			57,510	(610,179)
Balance, shares at Aug. 31, 2010		1,490,000
Issuance of common stock in exchange for debt	503,093
Issuance of additional common stock in exchange for debt		1,677			501,416
Issuance of additional common stock in exchange for debt, shares		1,676,977
Net loss	(72,794)					(72,794)
Balance at Aug. 31, 2011	(120,880)	3,167			558,926	(682,973)
Balance, shares at Aug. 31, 2011		3,166,977
Adjustment for rounding differences		8
Issuance of common stock in exchange for debt	50,000	5,000			45,000
Issuance of common stock in exchange for debt, shares		5,000,000
Issuance of additional common stock in exchange for debt	30,000	6,000			29,400
Issuance of additional common stock in exchange for debt, shares		600,000
Accrued interest waived by stockholders	9,059				9,059
Issuance of common stock in exchange for services rendered	25,750	515			25,235
Issuance of common stock in exchange for services rendered, shares		515,000
Issuance of common stock in exchange for cash	15,000		300		14,700
Issuance of common stock in exchange for cash, shares			300,000
Issuance of common stock in exchange for oil & gas properties
Notes payable - related party waived by stockholders
Net loss	(64,360)					(64,360)
Balance at Aug. 31, 2012	(55,431)	9,282	300		682,320	(747,333)
Balance, shares at Aug. 31, 2012	9,281,985	9,281,985	300,000
Issuance of common stock in exchange for debt	59,000	1,180			57,820
Issuance of common stock in exchange for debt, shares		1,180,000
Issuance of common stock in exchange for cash	35,000	1,000	(300)		34,300
Issuance of common stock in exchange for cash, shares	700,000	1,000,000	(300,000)
Beneficial conversion feature	59,000				59,000
Issuance of common stock in exchange for oil & gas properties	31,500	500	2,000		29,000
Issuance of common stock in exchange for oil & gas properties, shares	2,500,000	500,000	2,000,000
Notes payable - related party waived by stockholders	13,966				13,966
Net loss	(129,969)					(129,969)
Balance at Aug. 31, 2013	$ 13,066	$ 11,962	$ 2,000		$ 876,406	$ (877,302)
Balance, shares at Aug. 31, 2013	11,961,985	11,961,985	2,000,000

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BALANCE SHEETS (USD $)	Aug. 31, 2013	Aug. 31, 2012
Current assets
Cash	$ 8,079	$ 15,942
Accounts receivable	1,552
Total current assets	9,631	15,942
Other assets
Deposit	5,000
Oil and gas properties, proven	26,500
Total other assets	31,500
Total assets	41,131	15,942
Current liabilities
Accounts payable	13,065	57,407
Accounts payable - related party	15,000
Notes payable - related party		13,966
Total current liabilities	28,065	71,373
Total liabilities	28,065	71,373
Commitments and contingencies
Stockholders' deficit
Common stock; $0.001 par value; 750,000,000 shares authorized, 11,961,985 and 9,281,985 shares issued and outstanding, respectively	11,962	9,282
Common stock payable	2,000	300
Additional paid in capital	876,406	682,320
Deficit accumulated during the development stage	(877,302)	(747,333)
Total stockholders' deficit	13,066	(55,431)
Total liabilities and stockholders' deficit	$ 41,131	$ 15,942

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INCOME TAX (Details) (USD $)	12 Months Ended
	Aug. 31, 2013	Aug. 31, 2012
INCOME TAX [Abstract]
Beginning year of expiration of operating loss carry forwards	2026
Deferred tax asset:
Net operating loss	$ 877,302	$ 747,333
Less: non-deductable expenses	(625)	(625)
Net operating loss	876,677	746,708
Income tax rate	35.00%	35.00%
Deferred tax asset, gross	306,837	261,348
Less valuation allowance	(306,837)	(261,348)
Deferred tax asset

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INCOME TAX

12 Months Ended

Aug. 31, 2013

INCOME TAX [Abstract]

INCOME TAX

6.  INCOME TAX

The Company had net operating loss carry forwards for income tax reporting purposes of $876,677 and $746,708 as of August 31, 2013 and 2012, respectively.  These carry forwards may be used to offset against future taxable income and begin to expire in the year 2026.  Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business.  Therefore, the amount available to offset future taxable income may be limited.

No tax benefit has been reported in the financial statements for the realization of loss carry forwards, as the Company believes there is high probability that the carry forwards will not be utilized in the foreseeable future.  Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

Significant components of the Company's deferred tax liabilities and assets as of August 31, 2013 and 2012 are as follows:

	August 31, 2013			August 31, 2012
Deferred tax asset:
Net operating loss	$	877,302		$	747,333
Less:  non-deductable expenses		(625	)		(625	)
		876,677			746,708
Income tax rate		35	%		35	%
		306,837			261,348
Less valuation allowance		(306,837	)		(261,348	)
Deferred tax asset	$	-		$	-

Through August 31, 2013, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses.  

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SUBSEQUENT EVENTS

12 Months Ended

Aug. 31, 2013

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

9.  SUBSEQUENT EVENTS

On September 18, 2013, the Company entered into an Agreement and Plan of Reorganization (the "Agreement") with SCNRG LLC, a California limited liability company ("SCNRG") and its members Darren Katic, an individual, Manhattan Holdings, LLC, a Delaware limited liability company, and Gerald Tywoniuk, an individual, pursuant to which the Company agreed to acquire all of the issued and outstanding membership interests of SCNRG. SCNRG shall become a subsidiary of the Company after closing of the acquisition. SCNRG owns a two-thirds interest in an oil producing property known as the DEEP Lease.

The Agreement provides that the Company shall issue an aggregate consideration of 14,000,000 shares of Company common stock to the members of SCNRG. The consummation of the acquisition is subject to the completion of certain closing conditions set forth in the Agreement and is expected to close during the first quarter of fiscal year ended August 31, 2014.

On October 15, 2013, the Company entered into an Option Agreement (the "Agreement") with Darren Katic and Charles Moore (collectively the "Sellers") whereby the Company obtained the option ("Option") to acquire all of the membership interests in Hawker Energy, LLC, a California limited liability company ("Hawker") from the Sellers.

The Option is exercisable until December 1, 2013 (unless extended according to specific terms set forth in the Agreement) for a purchase price of 3,000,000 shares of Company common stock, subject to increase as provided below. The consummation of the acquisition of Hawker is subject to the completion of certain closing conditions set forth in the Agreement.

Subject to the consummation of the acquisition of Hawker, Sellers may be entitled to additional shares of the Company's common stock upon the following terms:

(a)         2,000,000 shares of Company common stock shall be issued to Sellers upon the Company's or Hawker's acquisition of California Oil Independents (or certain the oil and gas interests held by it located in the Monroe Swell Field, Monterey, California);

(b)         2,000,000 shares of Company common stock shall be issued to Sellers upon the Company's or Hawker's acquisition of a participation in South Coast Oil - Huntington Beach (or the oil and gas interests held by it);

(c)         5,000,000 shares of Company common stock shall be issued to Sellers upon the Company's or Hawker's acquisition of the Midway-Sunset Lease oil and gas interests held by Christian Hall (or affiliates); and

(d)         7,000,000 shares of Company common stock shall be issued to Sellers upon the conveyance to the Company or Hawker of certain assets and rights regarding PRC 145.1 Lease held by Rincon Island Limited Partnership or settlement in lieu of such conveyance.

On November 20, 2013, the Company and the Sellers agreed to amend certain terms of the agreement.  The term of the option has been extended to March 15, 2014.  Additionally, the Company increased the amount of shares as follows:

(a) 10,000,000 shares of Company common stock shall be issued to Sellers upon the consummation of the acquisition of the TEG Oil & Gas, Inc. (or certain oil and gas interests held by it)

(b) 7,000,000 shares of Company common stock shall be issued to Seller upon the consummation of the conveyance of certain mineral rights regarding PRC 427 Lease held by ExxonMobil.

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NOTES PAYABLE

12 Months Ended

Aug. 31, 2013

NOTES PAYABLE [Abstract]

NOTES PAYABLE

5.  NOTES PAYABLE

In 2006, the Company received various advances from a shareholder totaling $13,966 for operating expenses. The advances do not bear interest and are payable on demand. During the year ended May 31, 2013, the Company recorded the entire balance to additional paid in capital since the legal statute of limitations were reached an no communication was received from the shareholder.  As of August 31, 2013 and 2012, the balance outstanding remains at $0 and $13,966, respectively.

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.  On April 19, 2012, the outstanding principle of $50,000 was exchanged for 5,000,000 shares of common stock at $0.01 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $7,096 which is presented as a contribution on the statement of stockholders' deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0 and $53,918, respectively.

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.  On May 22, 2012, the outstanding principle of $5,000 was exchanged for 100,000 shares of common stock at $0.05 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $371 which is presented as a contribution on the statement of stockholders' deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0 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.  On May 22, 2012, the outstanding principle of $10,000 was exchanged for 200,000 shares of common stock at $0.05 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $671 which is presented as a contribution on the statement of stockholders' deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0.

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.  On May 22, 2012, the outstanding principle of $15,000 was exchanged for 300,000 shares of common stock at $0.05 per share.  Upon conversion, the note holder elected to waive accrued interest totaling $921 which is presented as a contribution on the statement of stockholders' deficit.  As of August 31, 2012 and 2011, the balance together with accrued interest totaled $0.

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

During the year ended August 31, 2013, Lindsey Capital Corp. elected to convert the entire principal amount into 1,180,000 shares of common stock of the Company and forgave the accrued interest payable of $2,489.

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STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended		87 Months Ended
	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2013
Cash flows from operating activities:
Net loss	$ (129,969)	$ (64,360)	$ (877,302)
Adjustments to reconcile net loss to net cash used by operating activities:
(Gain) loss on settlement of debt	(8,755)		424,139
Gain on foreign currency translation	(518)		(518)
Amortization of beneficial conversion feature	59,000		59,000
Accrued interest on notes payable		5,133	9,059
Issuance of common stock for services		25,750	25,750
Changes in operating assets and liabilities:
Accounts receivable	(1,552)		(1,552)
Accounts payable	23,931	7,961	81,338
Accounts payable - related party	15,000		15,000
Net cash used by operating activities	(42,863)	(25,516)	(265,086)
Cash flows from investing activities:
Notes receivable, net			(432,894)
Net cash used by investing activities			(432,894)
Cash flows from financing activities:
Proceeds from notes payable		25,000	618,414
Repayment of notes payable			(21,355)
Issuance of common stock for cash	35,000	15,000	109,000
Net cash provided by financing activities	35,000	40,000	706,059
Net change in cash	(7,863)	14,484	8,079
Cash, beginning of period	15,942	1,458
Cash, end of period	8,079	15,942	8,079
Supplemental disclosure of cash flow information:
Interest paid
Taxes paid
Supplemental disclosure of non-cash financing activity
Stock issued in exchange for debt	59,000	80,000	642,093
Stock issued in exchange for oil & gas properties	31,500		31,500
Notes payable - related party waived by stockholders	13,966		13,966
Accrued interest waived by stockholders		$ 9,059	$ 9,059

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	12 Months Ended		87 Months Ended
	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2013
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Exploration expenses	$ 0	$ 0
Oil and gas activities	$ 3,932		$ 3,932

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LEGAL PROCEEDINGS

12 Months Ended

Aug. 31, 2013

LEGAL PROCEEDINGS [Abstract]

LEGAL PROCEEDINGS

8.  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. Management of the Company believes that the claim is without merit and intends to contest the claim vigorously.

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NOTES PAYABLE (Details) (USD $)	3 Months Ended	12 Months Ended				87 Months Ended			1 Months Ended		12 Months Ended				1 Months Ended	12 Months Ended				1 Months Ended	12 Months Ended				1 Months Ended	12 Months Ended				12 Months Ended
	Aug. 31, 2006	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2008	Aug. 31, 2013	Feb. 19, 2013	Aug. 31, 2006 Various Advances [Member]	Feb. 19, 2013 Convertible Note Purchase Agreement [Member]	Apr. 19, 2012 Unsecured Promissory Note 1 [Member]	Aug. 31, 2013 Unsecured Promissory Note 1 [Member]	Aug. 31, 2012 Unsecured Promissory Note 1 [Member]	Aug. 31, 2011 Unsecured Promissory Note 1 [Member]	Nov. 18, 2010 Unsecured Promissory Note 1 [Member]	May 22, 2012 Unsecured Promissory Note 2 [Member]	Aug. 31, 2013 Unsecured Promissory Note 2 [Member]	Aug. 31, 2012 Unsecured Promissory Note 2 [Member]	Aug. 31, 2011 Unsecured Promissory Note 2 [Member]	Aug. 25, 2011 Unsecured Promissory Note 2 [Member]	May 22, 2012 Unsecured Promissory Note 3 [Member]	Aug. 31, 2013 Unsecured Promissory Note 3 [Member]	Aug. 31, 2012 Unsecured Promissory Note 3 [Member]	Oct. 11, 2011 Unsecured Promissory Note 3 [Member]	Aug. 31, 2011 Unsecured Promissory Note 3 [Member]	May 22, 2012 Two Unsecured Promissory Notes [Member]	Aug. 31, 2013 Two Unsecured Promissory Notes [Member]	Aug. 31, 2012 Two Unsecured Promissory Notes [Member]	Sep. 20, 2011 Two Unsecured Promissory Notes [Member]	Aug. 31, 2011 Two Unsecured Promissory Notes [Member]	Aug. 31, 2013 Lindsey Capital Corp. [Member]
Debt Instrument [Line Items]
Debt instrument, face amount								$ 13,966	$ 59,000					$ 50,000					$ 5,000				$ 15,000					$ 10,000
Debt instrument, carrying amount											0	0	53,918			0	0	5,008			0	0		0		0	0		0
Notes payable - related party			13,966
Debt conversion, conversion price per share									$ 0.05
Debt conversion, original debt amount										50,000					5,000					15,000					10,000
Debt conversion, shares issued										5,000,000					100,000					300,000					200,000					1,180,000
Issuance of stock in period, per share value	$ 0.001	$ 0.05	$ 0.05	$ 0.30	$ 0.10					$ 0.001					$ 0.05					$ 0.05					$ 0.05
Annual interest rate									10.00%					10.00%					10.00%				10.00%					10.00%
Debt maturity date									Feb. 19, 2015		Dec. 31, 2011					Aug. 24, 2012					Oct. 10, 2012					Sep. 19, 2012
Debt discount		0				0	59,000
Amortization of beneficial conversion discount		59,000				59,000
Accrued interest										7,096					371					921					671
Forgiven accrued interest payable																														$ 2,489

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GOING CONCERN (Details) (USD $)	3 Months Ended	12 Months Ended							87 Months Ended
	Aug. 31, 2006	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2010	Aug. 31, 2009	Aug. 31, 2008	Aug. 31, 2007	Aug. 31, 2013
GOING CONCERN [Abstract]
Current assets		$ 9,631	$ 15,942						$ 9,631
Working capital deficit		(18,434)							(18,434)
Net loss	$ 1,230	$ 129,969	$ 64,360	$ 72,794	$ 513,721	$ 30,806	$ 58,567	$ 5,855	$ 877,302

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Document and Entity Information (USD $)	12 Months Ended
	Aug. 31, 2013	Nov. 12, 2013	Feb. 28, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Aug. 31, 2013
Entity Registrant Name	SARA CREEK GOLD CORP.
Entity Central Index Key	0001415286
Current Fiscal Year End Date	--08-31
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		25,961,983
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 1,452,297

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OIL AND GAS PROPERTIES (Details) (USD $)	1 Months Ended	12 Months Ended		87 Months Ended
	Jul. 18, 2013	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2013
Issuance of common stock in exchange for oil & gas properties, shares		2,500,000
Issuance of common stock in exchange for oil & gas properties		$ 31,500		$ 31,500
Deposits		5,000		5,000
Acquired working interest	2.00%
Common Stock [Member]
Issuance of common stock in exchange for oil & gas properties, shares		500,000
Issuance of common stock in exchange for oil & gas properties		500
Common Stock Payable [Member]
Issuance of common stock in exchange for oil & gas properties, shares		2,000,000
Issuance of common stock in exchange for oil & gas properties		$ 2,000