0001214659-14-002739.txt : 20140411 0001214659-14-002739.hdr.sgml : 20140411 20140410174355 ACCESSION NUMBER: 0001214659-14-002739 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140409 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20140411 DATE AS OF CHANGE: 20140410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SARA CREEK GOLD CORP. CENTRAL INDEX KEY: 0001415286 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980511130 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52892 FILM NUMBER: 14758204 BUSINESS ADDRESS: STREET 1: 326 SOUTH PACIFIC COAST HIGHWAY STREET 2: SUITE 102 CITY: REDONDO BEACH STATE: CA ZIP: 90277 BUSINESS PHONE: 702-952-9677 MAIL ADDRESS: STREET 1: 326 SOUTH PACIFIC COAST HIGHWAY STREET 2: SUITE 102 CITY: REDONDO BEACH STATE: CA ZIP: 90277 FORMER COMPANY: FORMER CONFORMED NAME: UVENTUS TECHNOLOGIES CORP DATE OF NAME CHANGE: 20090901 FORMER COMPANY: FORMER CONFORMED NAME: UVENTUS TECHONOLOGIES CORP DATE OF NAME CHANGE: 20071016 8-K 1 m4101408k.htm m4101408k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  April 9, 2014

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.)

326 S. Coast Highway, Suite 102
Redondo Beach, CA
 
90277
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (310) 316-3623

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 9, 2014, Sara Creek Gold Corp. (“Sara Creek”, “we”, “us” or “our”) closed a private placement of 3,649,720 “Units.”  Of the 3,649,720 Units, 2,206,000 were sold to twelve investors for gross proceeds of $220,600, and 1,443,720 Units were issued to four creditors of the Company or its subsidiaries in consideration of cancellation of an aggregate of $144,372 in debt owing by the Company or its subsidiaries, as applicable.  No commissions were paid or are payable. The price of each Unit (including the value used to determine the cancellation of debt) was $0.10. Each Unit was comprised of one share of our common stock, together with a warrant to acquire an additional one-half share of our common stock on payment of $0.20 per share. The warrants expire five years from the closing date.

Included among the sixteen investors that participated in the private placement was (i) Smed Capital Corp. (in which Kristian Andresen, a director, officer and significant stockholder of Sara Creek, has a beneficial ownership interest), which was issued 250,000 Units for $25,000, (ii) Manhattan Holdings, LLC, a significant stockholder of Sara Creek, which was issued 388,660 Units in consideration of cancellation of $38,866 in debt owing from SCNRG, LLC (“SCNRG”), a wholly owned subsidiary of the Company, (iii) Darren Katic, a director, officer and significant stockholder of Sara Creek, who was issued 684,910 Units in consideration of cancellation of (A) $29,625 in debt owing from Hawker Energy, LLC, a wholly owned subsidiary of the Company, and (B) $38,866 in debt owing from SCNRG, and (iv) Gerald Tywoniuk, a significant stockholder of Sara Creek, who was issued 129,550 Units in consideration of cancellation of $12,955 in debt owing from SCNRG.

Forms of the warrants (one for United States investors and one for non-United States investors) issued in connection with the sale of Units are attached to the Company’s Current Report on Form 8-K filed on January 16, 2014 as Exhibits 10.1 and 10.2, respectively. The above description of the warrants is qualified by reference to the complete text of the warrants. However, the warrants, including without limitation any representations and warranties contained in the warrants, are not intended as documents for investors or the public to obtain factual information about the current state of affairs of Sara Creek. Rather, investors and the public should look to other disclosures contained in our reports under the Securities Exchange Act of 1934, as amended.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES

The sale of Units described under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The issuances of the securities described in Item 1.01 were made in reliance upon the exemption from registration available under Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”), including Regulation D promulgated thereunder, as transactions not involving a public offering, or pursuant to Regulation S as transactions not requiring registration under Section 5 of the Securities Act. In transactions made in reliance on the exemption from registration, the exemption was claimed on the basis that those transactions did not involve any public offering and the purchasers in each offering were accredited or sophisticated and had sufficient access to the kind of information registration would provide. In transactions made in reliance on Regulation S, the safe harbor from registration was claimed on the basis that they involved an offshore transaction, no directed selling efforts were made in the United States and appropriate offering restrictions were implemented. In each case, appropriate investment representations were obtained and stock certificates were issued with restrictive legends.

 
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SIGNATURES

Pursuant to the requirements of 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.

Dated:
April 10, 2014
   
By:
/s/ Darren Katic
 
Darren Katic
 
Chief Executive Officer
 
 
 
 
 
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