o113141sc13da.htm

CUSIP No. 80310R 107

SCHEDULE 13D

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Sara Creek Gold Corp., a Nevada corporation (the “Issuer”) and amends the Schedule 13D filed on behalf of Darren Katic (“Katic”) on October 31, 2013 (the “Original Schedule 13D” and, together with Amendment No. 1, dated November 4, 2013, and this Amendment No. 2 the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 2 is being filed to amend Item 3, Item 4, Item 5 and Item 6 of the Schedule 13D as follows:

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended and restated in its entirety to read as follows:

6,000,000 shares of the Issuer were acquired by Katic on October 31, 2013 in consideration for the sale of all of Katic’s membership interest in and to SCNRG, LLC, a California limited liability company (“SCNRG”) to the Issuer, pursuant to the terms of that certain Agreement and Plan of Reorganization, dated October 31, 2013 (the “Plan of Reorganization”), between SCNRG, Katic, Gerald Tywoniuk (“Tywoniuk”), Manhattan Holdings LLC, a Delaware limited liability company, and the Issuer.

1,500,000 shares of the Issuer were acquired by Katic on January 1, 2014 in consideration for the sale of all of Katic’s membership interests of Hawker Energy, LLC, a California limited liability company (“Hawker”), to the Issuer, pursuant to the Issuer’s exercise of its option to acquire all of the membership interests of Hawker under the terms of that certain Amended and Restated Option Agreement, dated November 20, 2013 (the “Option Agreement”), by and among the Issuer, Katic, and Charles Moore (“Moore”).

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is amended and restated in its entirety to read as follows:

Katic acquired beneficial ownership of the shares of Common Stock for investment purposes. Katic from time to time intends to review his investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, Katic will take such actions in the future as he may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by him or otherwise acquired by him, either in the open market or in privately negotiated transactions.

(a)

Under the terms of the Option Agreement, Katic may in the future be issued an additional 16,500,000 shares of Common Stock of the Issuer at such times and in such amounts as set forth below:

1,000,000 shares of Common Stock shall be issued to Katic upon the Issuer’s 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);

CUSIP No. 80310R 107

SCHEDULE 13D

ii.

1,000,000 shares of Common Stock shall be issued to Katic upon the Issuer’s or Hawker’s acquisition of a participation in South Coast Oil – Huntington Beach (or the oil and gas interests held by it);

iii.

2,500,000 shares of Common Stock shall be issued to Katic upon the Issuer’s or Hawker’s acquisition of the Midway-Sunset Lease oil and gas interests held by Christian Hall (or affiliates);

iv.

5,000,000 shares of Common Stock shall be issued to Katic upon the Issuer’s or Hawker’s acquisition of TEG Oil & Gas, Inc. (or certain oil and gas interests held by it located in the Tapia Field, Los Angeles County, California);

3,500,000 shares of Common Stock shall be issued to Katic upon the conveyance to the Issuer 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

vi.

3,500,000 shares of Common Stock shall be issued to Katic upon the conveyance to the Issuer or Hawker of certain mineral rights regarding PRC 427 Lease held by ExxonMobil.

Under the terms of that certain Warrant Agreement, dated December 27, 2013 (the “Warrant Agreement”), by and among Katic, Moore and Tywoniuk, Katic granted Tywoniuk warrants (“Warrants”) to purchase 5.0% of the shares of Common Stock issued to Katic in connection with the Issuer’s exercise of its option under the Option Agreement, as set forth in Item 3, above, and such shares of Common Stock as may subsequently be issued to Katic upon the occurrence of each of the events described in roman numerals i.-v. immediately preceding this paragraph, each such Warrant to be immediately exercisable in full for a period of five (5) years from the date of each issuance of shares of Common Stock to Katic by the Issuer pursuant to the terms of the Option Agreement. The Warrants were granted in consideration of certain professional services provided by Tywoniuk to the Issuer.

As a result of the Warrant Agreement, Katic may dispose of up to 725,000 shares of Common Stock of the Issuer to Tywoniuk upon the occurrence of those events listed immediately above, and in the event that Tywoniuk exercises any corresponding Warrants.

(b)

Not Applicable

(c)

Not Applicable

(d)

Katic was appointed as a director of the Issuer upon the closing of the Transaction. In addition, Katic has the right to appoint another director and a chief financial officer.

(e)

Not Applicable

(f)

Not Applicable

(g)

Not Applicable

(h)

Not Applicable

(i)

Not Applicable

(j)

Not Applicable

CUSIP No. 80310R 107

SCHEDULE 13D

Katic reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider his position, change his purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

(a) As of January 1, 2014, Katic was the beneficial owner of 7,500,000 shares of Common Stock, which represents approximately 25.8960% of the outstanding shares of Common Stock. Percentage ownership is calculated based on 25,961,983 shares of outstanding Common Stock as of November 12, 2013, as reported in the Issuer’s Annual Report on form 10-K for the fiscal year ended August 31, 2013, along with the shares issued pursuant to the Issuer’s exercise of its option to purchase all of the membership interests of Hawker under the Option Agreement.

See above, Item 4, with regard to the additional shares that Katic may be entitled to pursuant to the terms of the Option Agreement. As of the date hereof, Katic has no other ownership or interest in the Issuer other than through the shares of Common Stock acquired, or that may be acquired, in connection with the Plan of Reorganization and the Option Agreement.

(b)

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

Darren Vladimir Katic	0	7,500,000	0	7,500,000

(d) See above, Item 4, with regard to the additional shares that Katic may be entitled to pursuant to the terms of the Option Agreement. As of the date hereof, Katic has no other ownership or interest in the Issuer other than through the shares of Common Stock acquired, or that may be acquired, in connection with the Plan of Reorganization and the Option Agreement..

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended and restated in its entirety to read as follows:

Katic is a party to the Option Agreement, pursuant to which Katic may be issued up to an additional 16,500,000 shares of Common Stock of the Issuer, as further described in Item 4(a) above.

Katic is a party to the Warrant Agreement, pursuant to which Katic may dispose of up to 725,000 shares of Common Stock of the Issuer to Tywoniuk, as further described in Item 4(a) above.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

1	NAMES OF REPORTING PERSONS Darren Vladimir Katic I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States and Canada (Dual Citizenship)

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 7,500,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 7,500,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,500,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8960% (1)
14	TYPE OF REPORTING PERSON IN

Dated: January 13, 2014	/s/ Darren Vladimir Katic
	Darren Vladimir Katic, an individual