Sara Creek Gold Corp.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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80310R 107
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(CUSIP Number)
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326 Pacific Coast Highway, Suite 102
Redondo Beach, CA 90277
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(310) 316-3623
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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January 10, 2014
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 80310R 107
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Manhattan Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-8001314
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) x
|
||
3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS
SC
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
6,900,000
|
|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
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SHARED DISPOSITIVE POWER
6,900,000
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,350,000(1)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2646% (1)(2)
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|||
14
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TYPE OF REPORTING PERSON
00 (Limited Liability Company)
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(1)
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The number of shares beneficially owned includes 450,000 shares that the Reporting Persons (as defined below) may acquire upon the exercise of certain warrants that are currently exercisable in full.
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(2)
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The number of outstanding shares of Common Stock for purposes of this calculation consists of: (i) 32,561,983 shares outstanding as of January 13, 2014, as reported by Sara Creek Gold Corp., a Nevada Corporation, in its Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2013, and (ii) 450,000 shares beneficially owned by the Reporting Persons that they may acquire upon the exercise of certain warrants that are currently exercisable in full.
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CUSIP No. 80310R 107
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SCHEDULE 13D
|
1
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NAMES OF REPORTING PERSONS
Matthew F. Hagen
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
SC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
6,900,000
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
6,900,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,350,000(1)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2646% (1)(2)
|
|||
14
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TYPE OF REPORTING PERSON
IN
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(1)
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The number of shares beneficially owned includes 450,000 shares that the Reporting Persons (as defined below) may acquire upon the exercise of certain warrants that are currently exercisable in full.
|
(2)
|
The number of outstanding shares of Common Stock for purposes of this calculation consists of: (i) 32,561,983 shares outstanding as of January 13, 2014, as reported by Sara Creek Gold Corp., a Nevada Corporation, in its Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2013, and (ii) 450,000 shares beneficially owned by the Reporting Persons that they may acquire upon the exercise of certain warrants that are currently exercisable in full.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
|
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(a)
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As a result of the Issuer Private Placement, the Reporting Persons are the beneficial owners of 450,000 shares of Common Stock that they may acquire upon exercise of the Private Placement Warrants. The Private Placement Warrants are exercisable in full for a period of five (5) years from January 10, 2014.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Item 5.
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Interest in Securities of the Issuer.
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Shared
Voting
Power
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Sole Voting
Power
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Shared
Dispositive
Power
|
Sole
Dispositive
Power
|
|||||
Manhattan Holdings, LLC
|
6,900,000
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0
|
6,900,000
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0
|
||||
Matthew F. Hagen
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6,900,000
|
0
|
6,900,000
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0
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Dated: January 17, 2014
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Manhattan Holdings, LLC
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/s/ Matthew F. Hagen | |
Matthew F. Hagen, Managing Member
|
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Dated: January 17, 2014
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/s/ Matthew F. Hagen |
Matthew F. Hagen, an individual
|