8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  May 14, 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. Pacific 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 2.01. COMPLETION OF ACQUISITION OF ASSETS

On May 20, 2014, Sara Creek Gold Corp. (“Sara Creek”, “we”, “us” or “our”) filed a Current Report on Form 8-K reporting that on May 15, 2014, its wholly owned subsidiary SCNRG, LLC closed on its acquisition of a 12.8192% working interest in the DEEP Lease (“12.8% Working Interest”), bringing SCNRG’s total working interest in the DEEP Lease to 100.0%.

This Form 8-K/A amends the Form 8-K we filed on May 20, 2014, to include the 12.8% Working Interest’s audited financial statements for the two years in the period ended August 31, 2013, unaudited financial statements for the three and six months ended February 28, 2014 and 2013, and the unaudited pro forma financial information related to our acquisition of the 12.8% Working Interest required by Items 9.01(a) and 9.01(b) of Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a)    Financial Statements of Business Acquired.

(i) The audited financial statements of the 12.8% Working Interest as of and for the years ended August 31, 2013 and August 31, 2012, are attached as Exhibit 99.1 to this Form 8-K/A and incorporated by reference into this Form 8-K/A.

(ii) The unaudited financial statements of the 12.8% Working Interest as of February 28, 2014 and August 31, 2013 and for the three and six month periods ended February 28, 2014 and 2013 are attached as Exhibit 99.2 to this Form 8-K/A and incorporated by reference into this Form 8-K/A.

(iii) The consent of L. L. Bradford & Co., our independent auditors, is attached as Exhibit 23 to this Form 8-K/A.

(b)    Pro Forma Financial Information.

The following unaudited pro forma combined financial information related to the 12.8% Working Interest acquisition is attached as Exhibit 99.3 to this Form 8-K/A and incorporated by reference into this Form 8-K/A:

(i) Unaudited Pro Forma Combined Balance Sheet as of February 28, 2014.

(ii) Unaudited Pro Forma Combined Statement of Operations for the six months ended February 28, 2014 and the year ended August 31, 2013.

(iii) Notes to Pro Forma adjustments.

(c)    The following exhibits are being filed as part of this Current Report on Form 8-K/A.

Exhibit Number	Description
23	Consent of L.L Bradford & Co.
99.1	12.8% Working Interest in DEEP Lease Audited Financial Statements as of and for the years in the period ended August 31, 2013 and August 31, 2012.
99.2	12.8% Working Interest in DEEP Lease Unaudited Condensed Financial Statements as of February 28, 2014 and August 31, 2013 and for the three and six month periods ended February 28, 2014 and 2013.
99.3	Unaudited Pro Forma Combined Financial Statements.

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

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EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation of our report dated July 10, 2014, with respect to the financial statements of a 12.8% working interest in the DEEP Lease as of August 31, 2013 and 2012, and for each of the two years in the period ended August 31, 2013, which appears in this form 8-K/A filed with the Securities and Exchange Commission on July 10, 2014

/s/ L.L. Bradford & Co.

Las Vegas, Nevada

July 10, 2014

EX-99.1

Exhibit 99.1

12.8% WORKING INTEREST IN DEEP LEASE

INDEX TO AUDITED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	2
Statements of financial condition as of August 31, 2013 and 2012	3
Statements of operations and changes in owners’ equity for the years ended August 31, 2013 and 2012	4
Statements of cash flows for the years ended August 31, 2013 and 2012	5
Notes to financial statements	6

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Sara Creek Gold Corp.

We have audited the accompanying statements of financial condition of the 12.8% working interest in the DEEP Lease as of August 31, 2013 and 2012, and the related statements of operations, owners’ equity, and cash flows for each of the years in the two-year period ended August 31, 2013. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the 12.8% working interest in the DEEP Lease as of  August 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

/s/ L.L. Bradford & Co.

Las Vegas, Nevada

July 10, 2014

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12.8% Working Interest in the DEEP Lease
Statements of Financial Condition
	August 31,
	2013		2012
ASSETS
Current assets:
Accounts receivable	$	3,466	$	2,606
Inventory		1,358		1,638
Prepaid expenses		246		386
Total current assets		5,070		4,630
Fixed assets:
Machinery and equipment, net of accumulated
depreciation of $2,919 and $2,141, respectively		2,530		3,308
Other assets:
Capitalized oil and gas properties, net of accumulated
depletion of $11,514 and $8,907, respectively		57,223		59,829
Total assets	$	64,823	$	67,767
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	2,442	$	1,349
Net profits interest payable, current portion		2,328		2,123
Total current liabilities		4,770		3,472
Long-term liabilities:
Asset retirement obligations		19,863		18,307
Net profits interest payable, net of current portion		21,630		23,958
Total long-term liabilities		41,493		42,265
Total liabilities		46,263		45,737
Commitments:		-		-
Owners' equity:
Owners' equity		18,560		22,030
Total owners' equity		18,560		22,030
Total liabilities and owners' equity	$	64,823	$	67,767

The accompanying notes are an integral part of these financial statements

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12.8% Working Interest in the DEEP Lease
Statements of Operations and Changes in Owners' Equity
	Year Ended
	August 31,
	2013			2012
Oil revenues	$	15,535		$	16,075
Expenses:
Direct operating costs		11,152			8,183
Depreciation, depletion and amortization		4,941			4,882
General and administrative expenses		749			906
Total expenses		16,842			13,971
Net operating (loss) income		(1,307	)		2,104
Other income (expense):
Interest expense		(2,474	)		(2,675	)
Total other income (expense)		(2,474	)		(2,675	)
Net (loss)	$	(3,781	)	$	(571	)
Owners' equity - beginning	$	22,030		$	15,913
Owners' funding		311			6,688
Net (loss)		(3,781	)		(571	)
Owners' equity - ending	$	18,560		$	22,030

The accompanying notes are an integral part of these financial statements

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12.8% Working Interest in the DEEP Lease
Statements of Cash Flows
	Year Ended
	August 31,
	2013			2012
Cash flows from operating activities
Net (loss)	$	(3,781	)	$	(571	)
Depreciation, depletion and amortization		3,385			3,448
Accretion of asset retirement obligation		1,556			1,434
Accretion of net profits interest payable		2,474			2,675
Adjustments to reconcile net (loss) to cash
from operating activities:
Accounts receivable		(860	)		(1,140	)
Inventory		280			(14	)
Prepaid expenses		139			(140	)
Accounts payable and accrued expenses		1,094			(7,418	)
Net cash provided by (used in) operating activities		4,287			(1,726	)
Cash flows from financing activities
Owners' funding		311			6,688
Payment on net profits interest agreement		(4,598	)		(4,962	)
Net cash (used in) provided by financing activities		(4,287	)		1,726
Net change in cash		-			-
Cash, beginning		-			-
Cash, ending	$	-		$	-
Supplemental disclosures:
Interest paid	$	2,474		$	2,675

The accompanying notes are an integral part of these financial statements

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12.8% WORKING INTEREST IN THE DEEP LEASE

NOTES TO THE AUDITED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2013 AND 2012

Note 1 – Nature of Business

The DEEP Lease operations consist of a single oil-producing property known as the “DEEP Lease”, “DEEP” or the “DEEP property”, located near Bakersfield, California.

The DEEP Lease was acquired by SCNRG, LLC (“SCNRG”) on December 1, 2009.  Concurrently, SAL Energy, LLC (“SAL”) acquired a 33.33% working interest from SCNRG, and concurrently sold 16.50 percentage points to Ten-One Oil and Gas, LLC (“Ten-One”).  Subsequently, on December 1, 2011, SAL Energy, LLC transferred its interest to its affiliate Caleco, LLC (“Caleco”).  As a result of these transactions, as of December 1, 2009, the DEEP Lease working interests were owned 66.67% SCNRG, 16.83% SAL (and subsequently its successor, Caleco) and 16.50% Ten-One.  On September 12, 2013, SCNRG entered into an option to buy the Caleco and Ten-One working interests in the DEEP Lease, which totaled 33.33%, for an aggregate purchase price of $325,000 in cash, together with assumption of asset retirement obligations and NPI payable.  On February 4, 2014, SCNRG closed on a portion of this purchase option, acquiring a 20.5108% working interest, bringing its working interest to 87.1808%.  On May 15, 2014, SCNRG closed on the remaining portion of this purchase option, acquiring the remaining 12.8192% working interest, bringing its working interest to 100.0%.

SCNRG was a newly-formed, independent, entity at the time of the 2009 DEEP Lease acquisition, and on October 25, 2013, was acquired by Sara Creek Gold Corp., a publicly-traded company.

SAL (and its successor Caleco) has acted as operator of the DEEP Lease since December 1, 2009, including subsequent to the SCNRG purchase of the 33.33% working interest.  See “Note 6 – Commitments and Contingencies”.

These financial statements include the assets acquired by SCNRG from Caleco and Ten-One, being the 12.8192% working interest in the DEEP Lease, which is also referred to as the “12.8% Working Interest”, “we”, “us” and “our” in these financial statements.

Note 2 - Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates included in the financial statements are: (1) oil revenues and reserves; (2) depletion; (3) accrued assets and liabilities; (4) asset retirement obligations; and (5) net profits interest payable.  Although management believes these estimates are reasonable, changes in facts and circumstances or discovery of new information may result in revised estimates.  Actual results could differ from those estimates.

Cash and Cash Equivalents

No bank accounts are maintained for the 12.8% Working Interest.  Each working interest owner maintains their own individual bank accounts.  Accordingly, there is no cash balance in these financial statements.

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Note 2 - Summary of Significant Accounting Policies - continued

Accounts Receivable

Accounts receivable represent oil sales, and are collected by the DEEP operator in the month following sale.  After deducting and paying the appropriate royalties, the operator either promptly remits each owner’s share of the net proceeds to each owner, or offsets the net proceeds against joint interest billings for each owner’s share of production and other costs.  Receivables are regularly reviewed to insure that the amounts will be collected and to establish or adjust an allowance for uncollectible amounts as necessary using the specific identification method.  There were no reserves for uncollectible amounts in the periods presented.

Inventory

Inventory consists of oil that has been produced and stored in a tank on the DEEP property.  Inventory is valued at the lower of average cost and market.

Financial instruments

Financial instruments consist of accounts receivable and accounts payable. Recorded values of receivables and accounts payable approximate fair values due to the short maturities of such instruments.

Machinery and Equipment

Machinery and equipment are recorded at cost. Depreciation is on a straight-line method using the estimated lives of the assets (3-15 years). Expenditures for maintenance and repairs are charged to expense.

Oil Properties

We follow the full-cost method of accounting under which all costs associated with property acquisition, exploration and development activities are capitalized.  We also capitalize internal costs that can be directly identified with acquisition, and exploration and development activities.  We do not capitalize any costs related to production, general corporate overhead or similar activities.  Surface equipment on a property is also part of the amounts capitalized.

Under the full-cost method, capitalized costs are depleted (amortized) on a composite unit-of-production method based on proved oil reserves.  If we maintain the same level of production year over year, the depletion expense may be significantly different if our estimate of remaining reserves changes significantly. Proceeds from the sale of properties are accounted for as reductions of capitalized costs unless such sales involve a significant change in the relationship between costs and the value of proved reserves or the underlying value of unproved properties, in which case a gain or loss is recognized. The costs of unproved properties are excluded from amortization until the properties are evaluated. Going forward, as a result of being acquired by SCNRG (see “Note 7 – Subsequent Events”), we review all of our unevaluated properties quarterly to determine whether or not and to what extent proved reserves have been assigned to the properties, and if impairment has occurred. Unevaluated properties are assessed individually when individual costs are significant.

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Note 2 - Summary of Significant Accounting Policies - continued

Going forward, as a result of being acquired by SCNRG, we will review the carrying value of our oil properties under the full-cost accounting rules of the U.S. Securities and Exchange Commission (“SEC”) on a quarterly basis. This quarterly review is referred to as a ceiling test. Under the ceiling test, capitalized costs, less accumulated amortization and related deferred income taxes, may not exceed an amount equal to the sum of the present value of estimated future net revenues (adjusted for cash flow hedges) less estimated future expenditures to be incurred in developing and producing the proved reserves, less any related income tax effects. In calculating future net revenues, current SEC regulations require us to utilize prices at the end of the appropriate quarterly period. Such prices are utilized except where different prices are fixed and determinable from applicable contracts for the remaining term of those contracts, including the effects of derivatives qualifying as cash flow hedges. Two primary factors impacting this test are reserve levels and current prices, and their associated impact on the present value of estimated future net revenues. Revisions to estimates of oil reserves and/or an increase or decrease in prices can have a material impact on the present value of estimated future net revenues. Any excess of the net book value, less deferred income taxes, is generally written off as an expense. Under SEC regulations, the excess above the ceiling is not expensed (or is reduced) if, subsequent to the end of the period, but prior to the release of thefinancial statements, oilprices increase sufficiently such that an excess above the ceiling would have been eliminated (or reduced) if the increased prices were used in the calculations.

The estimates of proved crude oil reserves utilized in the preparation of the financial statements are estimated in accordance with guidelines established by the SEC and the Financial Accounting Standards Board (“FASB”), which require that reserve estimates be prepared under existing economic and operating conditions using a 12-month average price with no provision for price and cost escalations in future years except by contractual arrangements. Actual results could differ materially from these estimates.

Long-Lived Assets

Impairment of long-lived assets is recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying value.  The carrying value of the assets is then reduced to their estimated fair value that is usually measured based on an estimate of future discounted cash flows.

Asset Retirement Obligations

Asset retirement obligations relate to the plug and abandonment costs when our wells are no longer useful, and for the cost of removing related surface facilities. We determine the value of the liability by reviewing operator estimates and estimate the increase we will face in the future. We then discount the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future, however, we monitor the costs of the abandoned wells and we will adjust this liability if necessary.

Revenue Recognition

Oil revenues are recognized net of royalties when production is sold to a purchaser at a fixed or determinable price, when title has transferred, and if collection of the revenue is probable.

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Note 2 - Summary of Significant Accounting Policies - continued

Net Profits Interest

A Net Profits Interest (“NPI”) on the DEEP property calls for 40% of the net cash flow, as defined in the Assignment of Net Profit Interest (see “Note 4 – Net Profits Interest Payable”), to be paid each month to the owner of the NPI.  If net cash flow is negative, such losses carry forward to be deducted against future positive net cash flow.  There is a minimum monthly payment of $382 (our 12.8192% share).  Payments are required until our NPI payments total between $44,482 and $45,817 (the actual maximum amount within this range dependent on when we satisfy our aggregate NPI payment obligations) has been paid on or before December 31, 2022.  As of August 31, 2013, we have made NPI payments totaling $11,850.

Given its terminating nature, the discounted present value of the minimum monthly NPI payments, based on a discount rate of 10.0% per annum, was recorded as a liability at the December 1, 2009 acquisition date of the DEEP property.

Income taxes

We are not a taxable entity for U.S. federal or California income tax purposes.  Taxes on our net income are borne by our owners through the allocation of taxable income.

Net income for financial statement purposes may differ significantly from taxable income allocable to our owners as a result of differences between the tax basis and financial reporting basis of assets and liabilities.

Concentrations

Pursuant to a January 13, 2010 Crude Oil Purchase Contract between the operator and Plains Marketing L.P. (“PMLP”), all production from the DEEP property is sold to PMLP. The initial term of the agreement was for one year, expiring on December 31, 2010, and was automatically renewed for an additional one-year term that expired on December 31, 2011. Since January 1, 2012, the agreement has continued on a month-to-month basis and is cancellable upon thirty day’s written notice by either party.

Recent accounting pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.

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Note 3 – Asset Retirement Obligation

Our asset retirement obligations relate to the abandonment of oil wells and related surface facilities. The amounts recognized are based on numerous estimates and assumptions, including future retirement costs, inflation rates and credit adjusted risk-free interest rates.

The following shows the changes in asset retirement obligations:

Asset retirement obligations, August 31, 2011	$	16,873
Liabilities incurred during the period		-
Liabilities settled during the period		-
Accretion		1,434
Asset retirement obligations, August 31, 2012	$	18,307
Liabilities incurred during the period		-
Liabilities settled during the period		-
Accretion		1,556
Asset retirement obligations, August 31, 2013	$	19,863

Note 4 - Net Profits Interest (“NPI”) Payable

In connection with our December 1, 2009 purchase of our 12.8% Working Interest in DEEP, and as part of the purchase price consideration, we assumed our 12.8% share of an Assignment of Net Profit Interest agreement with Christian Hall Petroleum (“Seller”). Pursuant to the agreement, we are required to make monthly payments to the holder in an amount equal to 40% of our share of net profit (as defined in the agreement) from production, with a stated minimum payment of not less than $382 per month, for a period of twelve years commencing on January 1, 2011 and expiring December 31, 2022.  Payments are required until our NPI payments total between $44,482 and $45,817 (the actual maximum amount within this range dependent on when we satisfy our aggregate NPI payment obligations).  The discounted present value of the NPI, utilizing a discount rate of 10% per annum, was recorded on December 1, 2009 in the amount of $26,047. As of August 31, 2013 and 2012 we have made NPI payments totaling $11,850 and $7,253, respectively.

Changes in the NPI liability are as follows:

NPI liability, August 31, 2011	$	28,369
Accretion recorded during the period		2,675
Payments made during the period		(4,963	)
NPI liability, August 31, 2012	$	26,081
Accretion recorded during the period		2,474
Payments made during the period		(4,597	)
NPI liability, August 31, 2013	$	23,958

The current portion of the NPI liability as of August 31, 2013 and 2012 was $2,328 and $2,123 respectively.

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Note 5 - Fair Value Measurements

We hold certain financial assets which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“ASC Topic 820-10”).   ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability.

The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:

· Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.  We believe receivables and payables approximate fair value at August 31, 2013.

· Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

· Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including oil price quotations and contract terms. 

	Fair Value Measurement
August 31, 2013	Level 1		Level 2		Level 3
Capitalized oil and gas properties	$	-	$	-	$	57,223
Net profit interest liability		-		-		(23,958	)
Asset retirement obligation		-		-		(19,863	)
Total	$	-	$	-	$	13,402

Note 6 – Commitments and Contingencies

Commitments

Oil production from the DEEP property is subject to a 1% overriding royalty.  Additionally, production is also subject to an aggregate additional 19.92% royalty for total royalties of 20.92%.

The DEEP Lease is operated by Caleco, LLC (“Caleco”) pursuant to an Operating Agreement for a term equal to the life of the wells.  Caleco owned a working interest in DEEP, which working interest is part of these financial statements as described in “Note 1 – Nature of Business”.  As the operator, Caleco incurs production and other costs, which are subsequently billed to the working interest owners through a joint interest billing process; and the operator distributes to each working interest owner their share of revenue received from production, less royalties and NPI obligations. All expenses and revenue presented in these financial statements represent our pro rata share of the revenue earned and expenses incurred for the DEEP Lease.  This operating arrangement will continue until SCNRG qualifies with the regulatory agency as an operator.

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Note 6 – Commitments and Contingencies – continued

In accordance with the terms of the Operating Agreement, the operator is entitled to a fee for services but has instead elected to bill the working interest owners based on actual time and materials.  Included in these financial statements is the cost of the pro rata operator fee borne by the 12.8% Working Interest, but not the operator fee income of Caleco as that revenue stream is not being purchased by SCNRG.

Contingencies

We are subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the owners for the cost of pollution cleanup resulting from operations and subject the owners to liability for pollution damages. In some instances, the operator may be directed to suspend or cease operations in the affected area.  As of August 31, 2013 and 2012, we have no reserve for environmental remediation and are not aware of any environmental claims. 

Note 7 – Subsequent Event

On May 15, 2014, SCNRG closed on the purchase of a 12.8192% working interest in the DEEP Lease for an aggregate purchase price of $125,000 in cash, together with assumption of asset retirement obligations and NPI payable.

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EX-99.2

Exhibit 99.2

12.8% WORKING INTEREST IN DEEP LEASE

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Condensed statements of financial condition as of February 28, 2014 (unaudited) and August 31, 2013	2
Unaudited condensed statements of operations for the three and six months ended February 28, 2014 and 2013	3
Unaudited condensed statements of cash flows for the six months ended February 28, 2014 and 2013	4
Unaudited condensed statement of changes in owners’ equity for the period ended February 28, 2014	5
Notes to unaudited condensed financial statements	6

12.8% Working Interest in the DEEP Lease
Condensed Statements of Financial Condition
	February 28,		August 31,
	2014		2013
	(unaudited)
ASSETS
Current assets:
Accounts receivable	$	1,341	$	3,466
Inventory		1,665		1,358
Prepaid expenses		249		246
Total current assets		3,255		5,070
Fixed assets:
Machinery and equipment, net of accumulated
depreciation of $3,308 and $2,919, respectively		2,141		2,530
Other assets:
Capitalized oil and gas properties, net of accumulated
depletion of $13,363 and $11,514, respectively		55,373		57,223
Total assets	$	60,769	$	64,823
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,761	$	2,442
Net profits interest payable, current portion		2,447		2,328
Total current liabilities		4,208		4,770
Long-term liabilities:
Asset retirement obligations		20,707		19,863
Net profits interest payable, net of current portion		20,376		21,630
Total long-term liabilities		41,083		41,493
Total liabilities		45,291		46,263
Commitments:		-		-
Owners' equity:
Owners' equity		15,478		18,560
Total owners' equity		15,478		18,560
Total liabilities and owners' equity	$	60,769	$	64,823

The accompanying notes are an integral part of these financial statements

2

12.8% Working Interest in the DEEP Lease
Condensed Statements of Operations
(Unaudited)
	Three Months Ended						Six Months Ended
	February 28,						February 28,
	2014			2013			2014			2013
Oil revenues	$	3,001		$	-		$	7,648		$	4,504
Expenses:
Direct operating costs		1,408			2,804			3,631			5,168
Depreciation, depletion and amortization		1,128			752			2,688			2,205
General and administrative expenses		490			189			572			342
Total expenses		3,026			3,745			6,891			7,715
Net operating income (loss)		(25	)		(3,745	)		757			(3,211	)
Other income (expense):
Interest expense		(571	)		(625	)		(1,155	)		(1,263	)
Total other income (expense)		(571	)		(625	)		(1,155	)		(1,263	)
Net (loss)	$	(596	)	$	(4,370	)	$	(398	)	$	(4,474	)

The accompanying notes are an integral part of these financial statements

3

12.8% Working Interest in the DEEP Lease
Condensed Statements of Cash Flows
(Unaudited)
	Six Months Ended
	February 28,
	2014			2013
Cash flows from operating activities
Net income (loss)	$	(398	)	$	(4,474	)
Depreciation, depletion and amortization		1,844			1,427
Accretion of asset retirement obligation		844			778
Accretion of net profits interest payable		1,155			1,263
Adjustments to reconcile net (loss) to cash
from operating activities:
Accounts receivable		2,125			2,606
Inventory		89			(1,529	)
Prepaid expenses		(3	)		-
Accounts payable and accrued expenses		(682	)		3,451
Net cash provided by operating activities		4,974			3,522
Cash flows from financing activities
Payment to owners		(2,684	)		(1,216	)
Payment on net profits interest agreement		(2,290	)		(2,306	)
Net cash (used in) financing activities		(4,974	)		(3,522	)
Net change in cash		-			-
Cash, beginning		-			-
Cash, ending	$	-		$	-
Supplemental disclosures:
Interest paid	$	1,155		$	1,263

The accompanying notes are an integral part of these financial statements

4

12.8% Working Interest in the DEEP Lease
Condensed Statement of Changes in Owners' Equity
(Unaudited)
	Owners' Equity
Balance, August 31, 2012	$	22,030
Owners' funding		311
Net (loss)		(3,781	)
Balance, August 31, 2013		18,560
Payment to owners		(2,684	)
Net (loss)		(398	)
Balance, February 28, 2014	$	15,478

The accompanying notes are an integral part of these financial statements

5

12.8% WORKING INTEREST IN THE DEEP LEASE

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED FEBRUARY 28, 2014

UNAUDITED

1.           DESCRIPTION OF BUSINESS

The DEEP Lease operations consist of a single oil-producing property known as the “DEEP Lease”, “DEEP” or the “DEEP property”, located near Bakersfield, California.

The DEEP Lease was acquired by SCNRG, LLC (“SCNRG”) on December 1, 2009.  Concurrently, SAL Energy, LLC (“SAL”) acquired a 33.33% working interest from SCNRG, and concurrently sold 16.50 percentage points to Ten-One Oil and Gas, LLC (“Ten-One”).  Subsequently, on December 1, 2011, SAL Energy, LLC transferred its interest to its affiliate Caleco, LLC (“Caleco”).  As a result of these transactions, as of December 1, 2009, the DEEP Lease working interests were owned 66.67% SCNRG, 16.83% SAL (and subsequently its successor, Caleco) and 16.50% Ten-One.  On September 12, 2013, SCNRG entered into an option to buy the Caleco and Ten-One working interests in the DEEP Lease, which totaled 33.33%, for an aggregate purchase price of $325,000 in cash, together with assumption of asset retirement obligations and NPI payable.   On February 4, 2014, SCNRG closed on a portion of this purchase option, acquiring a 20.5108% working interest, bringing its working interest to 87.1808%.  On May 15, 2014, SCNRG closed on the remaining portion of this purchase option, acquiring the remaining 12.8192% working interest, bringing its working interest to 100.0%.

SCNRG was a newly-formed, independent, entity at the time of the 2009 DEEP Lease acquisition, and on October 25, 2013, was acquired by Sara Creek Gold Corp., a publicly-traded company.

SAL (and its successor Caleco) has acted as operator of the DEEP Lease since December 1, 2009, including subsequent to the SCNRG purchase of the 33.33% working interest, under an operating agreement with SCNRG.  See “Note 6 – Commitments and Contingencies”.

These financial statements include the assets acquired by SCNRG from Caleco and Ten-One, being the 12.8192% working interest in the DEEP Lease, which is also referred to as the “12.8% Working Interest”, “we”, “us” and “our” in these financial statements.

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information.

The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the years ended August 31, 2013 and 2012 included elsewhere in this Current Report on Form 8-K/A.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.  It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.  The interim results for the three and six months ended February 28, 2014 are not necessarily indicative of results for the full fiscal year.

6

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates included in the financial statements are: (1) depreciation and depletion; (2) accrued assets and liabilities; (3) asset retirement obligations; and (4) net profits interest payable.  Although management believes these estimates are reasonable, changes in facts and circumstances or discovery of new information may result in revised estimates.  Actual results could differ from those estimates.

Financial Instruments

Financial instruments consist of accounts receivable and accounts payable. Recorded values of receivables and accounts payable approximate fair values due to the short maturities of such instruments.  

Oil Properties

We follow the full-cost method of accounting under which all costs associated with property acquisition, exploration and development activities are capitalized. We also capitalize internal costs that can be directly identified with our acquisition, and exploration and development activities.  We do not capitalize any costs related to production, general corporate overhead or similar activities.  Surface equipment on a property is also part of the amounts capitalized.

Under the full-cost method, capitalized costs are depleted (amortized) on a composite unit-of-production method based on proved oil reserves.  If we maintain the same level of production year over year, the depletion expense may be significantly different if our estimate of remaining reserves changes significantly. Proceeds from the sale of properties are accounted for as reductions of capitalized costs unless such sales involve a significant change in the relationship between costs and the value of proved reserves or the underlying value of unproved properties, in which case a gain or loss is recognized. The costs of unproved properties are excluded from amortization until the properties are evaluated.  We review all of our unevaluated properties quarterly to determine whether or not and to what extent proved reserves have been assigned to the properties, and if impairment has occurred. Unevaluated properties are assessed individually when individual costs are significant.

We review the carrying value of our oil properties under the full-cost accounting rules of the SEC on a quarterly basis. This quarterly review is referred to as a ceiling test. Under the ceiling test, capitalized costs, less accumulated amortization and related deferred income taxes, may not exceed an amount equal to the sum of the present value of estimated future net revenues (adjusted for cash flow hedges) less estimated future expenditures to be incurred in developing and producing the proved reserves, less any related income tax effects. In calculating future net revenues, current SEC regulations require us to utilize prices at the end of the appropriate quarterly period. Such prices are utilized except where different prices are fixed and determinable from applicable contracts for the remaining term of those contracts, including the effects of derivatives qualifying as cash flow hedges. Two primary factors impacting this test are reserve levels and current prices, and their associated impact on the present value of estimated future net revenues. Revisions to estimates of oil reserves and/or an increase or decrease in prices can have a material impact on the present value of estimated future net revenues. Any excess of the net book value, less deferred income taxes, is generally written off as an expense. Under SEC regulations, the excess above the ceiling is not expensed (or is reduced) if, subsequent to the end of the period, but prior to the release of thefinancial statements, oilprices increase sufficiently such that an excess above the ceiling would have been eliminated (or reduced) if the increased prices were used in the calculations.

7

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

The estimates of proved crude oil reserves utilized in the preparation of the financial statements are estimated in accordance with guidelines established by the SEC and the Financial Accounting Standards Board (“FASB”), which require that reserve estimates be prepared under existing economic and operating conditions using a 12-month average price with no provision for price and cost escalations in future years except by contractual arrangements. Actual results could differ materially from these estimates. 

Long-Lived Assets

Impairment of long-lived assets is recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying value.  The carrying value of the assets is then reduced to their estimated fair value that is usually measured based on an estimate of future discounted cash flows.

Asset Retirement Obligations

Asset retirement obligations relate to the plug and abandonment costs when our wells are no longer useful, and for the cost of removing related surface facilities. We determine the value of the liability by reviewing operator estimates and estimate the increase we will face in the future. We then discount the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future, however, on a quarterly basis we monitor the costs of the abandoned wells and adjust this liability if necessary.

Revenue Recognition

Oil revenues are recognized net of royalties when production is sold to a purchaser at a fixed or determinable price, when title has transferred, and if collection of the revenue is probable.

Net Profits Interest

A Net Profits Interest (“NPI”) on the DEEP property calls for 40% of the net cash flow, as defined in the Assignment of Net Profit Interest (see “Note 4 – Net Profits Interest Payable”), to be paid each month to the owner of the NPI.  If net cash flow is negative, such losses carry forward to be deducted against future positive net cash flow.  There is a minimum monthly payment of $382 (our 12.8192% share).  Payments are required until our NPI payments total between $44,482 and $45,817 (the actual maximum amount within this range dependent on when we satisfy our aggregate NPI payment obligations) has been paid on or before December 31, 2022.  As of February 28, 2014, we have made NPI payments totaling $13,759.

Given its terminating nature, the discounted present value of the minimum monthly NPI payments, based on a discount rate of 10.0% per annum, was recorded as a liability at the December 1, 2009 acquisition date of the DEEP property.

Concentrations

Pursuant to a January 13, 2010 Crude Oil Purchase Contract between the DEEP operator and Plains Marketing L.P. (“PMLP”), all production from the DEEP property is sold to PMLP. The initial term of the agreement was for one year, expiring on December 31, 2010, and was automatically renewed for an additional one-year term that expired on December 31, 2011. Since January 1, 2012, the agreement has continued on a month-to-month basis and is cancellable upon thirty day’s written notice by either party.

8

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

New Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

3.           ASSET RETIREMENT OBLIGATION

Our asset retirement obligations relate to the abandonment of oil wells and related surface facilities. The amounts recognized are based on numerous estimates and assumptions, including future retirement costs, inflation rates and credit adjusted risk-free interest rates.

The following shows the changes in asset retirement obligations for the six months ended February 28, 2014, and twelve months ended August 31, 2013:

	2014		2013
Asset retirement obligations, beginning	$	19,863	$	18,307
Liabilities incurred		-		-
Liabilities settled		-		-
Accretion		844		1,556
Asset retirement obligations, ending	$	20,707	$	19,863

4.           NET PROFITS INTEREST (“NPI”) PAYABLE

In connection with our December 1, 2009 purchase of a 12.8% Working Interest in the DEEP Lease, and as part of the purchase price consideration, we assumed our 12.8% share of an Assignment of Net Profit Interest with Christian Hall Petroleum. Pursuant to the agreement, we are required to make monthly payments to the holder in an amount equal to 40% of our share of net profit (as defined in the agreement) from production, with a stated minimum payment of not less than $382 (our 12.8192% share).  Payments are required until our NPI payments total between $44,482 and $45,817 (the actual maximum amount within this range dependent on when SCNRG satisfies the aggregate NPI payment obligations).  The discounted present value of the NPI, utilizing a discount rate of 10% per annum, was recorded as a liability on December 1, 2009 in the amount of $26,047. As of February 28, 2014, we have made NPI payments totaling $13,759.

Changes in the NPI liability are as follows for the six months ended February 28, 2014, and twelve months ended August 31, 2013:

	2014			2013
NPI liability, beginning	$	23,958		$	26,082
Accretion		1,155			2,474
Payments		(2,290	)		(4,598	)
NPI liability, ending	$	22,823		$	23,958

The current portion is $2,447 and $2,328 respectively at February 28, 2014, and August 31, 2013.

9

5.           FAIR VALUE MEASUREMENTS

We hold certain financial assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“ASC Topic 820-10”).   ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability.

The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:

 Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.  We believe receivables and accounts payable approximate fair value at August 31, 2013.

 Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

 Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including oil price quotations and contract terms. 

	Fair Value Measurement
February 28, 2014	Level 1		Level 2		Level 3
Capitalized oil and gas properties	$	-	$	-	$	55,373
Net profit interest liability		-		-		(22,823	)
Asset retirement obligation		-		-		(20,707	)
Total	$	-	$	-	$	11,843

6.           COMMITMENTS AND CONTINGENCIES

Commitments

Oil production from the DEEP property is subject to a 1% overriding royalty.  Additionally, production is also subject to an aggregate additional 19.92% royalty for total royalties of 20.92%.

The DEEP Lease is operated by Caleco, LLC (“Caleco”) pursuant to an Operating Agreement for a term equal to the life of the wells.  Caleco owned a working interest in DEEP, which working interest is part of these financial statements as described in “Note 1 – Nature of Business”.  As the operator, Caleco incurs production and other costs, which are subsequently billed to the working interest owners through a joint interest billing process; and the operator distributes to each working interest owner their share of revenue received from production, less royalties and NPI obligations. All expenses and revenue presented in these financial statements represent our pro rata share of the revenue earned and expenses incurred for the DEEP Lease.  This operating arrangement will continue until SCNRG qualifies with the regulatory agency as an operator.

10

6.           COMMITMENTS AND CONTINGENCIES - continued

In accordance with the terms of the Operating Agreement, the operator is entitled to a fee for services but has instead elected to bill the working interest owners based on actual time and materials.  Included in these financial statements is the cost of the pro rata operator fee borne by the 12.8% Working Interest, but not the operator fee income of Caleco as that revenue stream is not being purchased by SCNRG.

Contingencies

We are subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the owners for the cost of pollution cleanup resulting from operations and subject the owners to liability for pollution damages. In some instances, the operator may be directed to suspend or cease operations in the affected area.  As of February 28, 2014, and August 31, 2013, we have no reserve for environmental remediation and are not aware of any environmental claims.

7.           SUBSEQUENT EVENT

On May 15, 2014, SCNRG closed on the purchase of a 12.8192% working interest in the DEEP Lease for an aggregate purchase price of $125,000 in cash, together with assumption of asset retirement obligations and NPI payable.

11

EX-99.3

Exhibit 99.3

Introduction to the unaudited pro forma

condensed consolidated financial statements of Sara Creek Gold Corp.

The unaudited pro forma condensed consolidated financial statements present the impact on Sara Creek Gold Corp.  (“Sara Creek”) results of operations and financial position attributable to:

(1) The closing of Sara Creek’s acquisition of SCRNG on October 25, 2013.  As a result of the reverse merger, SCNRG became a wholly-owned subsidiary of Sara Creek.  However, for accounting purposes, SCNRG is deemed to be the acquirer.  Accordingly, the historical results of Sara Creek consist of SCNRG’s historical results consolidated with Sara Creek’s beginning October 25, 2013.   See Sara Creek’s Current Report on Form 8-K/A filed with the SEC on December 24, 2013.

(2) The acquisition by its wholly-owned subsidiary SCNRG, LLC of a 20.5108% working interest in the DEEP Lease (“20.5% Working Interest”).  The closing of the acquisition of the 20.5% Working Interest occurred on February 4, 2014 and was effective February 1, 2014.  Closing of this acquisition increased SCNRG’s working interest from 66.67% to 87.1808%.  See Sara Creek’s Current Report on Form 8-K/A filed with the SEC on April 10, 2014.

(3) The acquisition by its wholly-owned subsidiary SCNRG, LLC of a 12.8192% working interest in the DEEP Lease (“12.8% Working Interest”).  The closing of the acquisition of the 12.8% Working Interest occurred on May 15, 2014 and was effective May 15, 2014.  Closing of this acquisition increased SCNRG’s working interest from 87.1808% to 100.0%.

The unaudited pro forma consolidated balance sheet as of February 28, 2014, and the unaudited pro forma consolidated statement of operations for the year ended August 31, 2013 and six months ended February 28, 2014, are based on the historical financial statements of Sara Creek, SCNRG, the 20.5% Working Interest and the 12.8% Working Interest.  The unaudited pro forma combined balance sheet has been prepared as if the 12.8% Working Interest had been acquired by SCNRG on February 28, 2014 (Sara Creek’s acquisition of SCNRG and the 20.5% Working Interest are already included as those acquisitions closed October 25, 2013 and February 4, 2014, respectively).  The unaudited pro forma consolidated statement of operations for the year ended August 31, 2013, and February 28, 2014, have been prepared as if Sara Creek, the 20.5% Working Interest and the 12.8% Working Interest had each been acquired by SCNRG on September 1, 2012.  The unaudited pro forma consolidated financial statements have also been prepared based on certain pro forma adjustments, as described in the accompanying note.

The following unaudited pro forma consolidated financial statements are qualified in their entirety by reference to, and should be read in conjunction with, such historical financial statements and related notes contained in: (1) Sara Creek’s audited historical financial statements set forth in its Annual Report on Form 10-K as of and for the year ended August 31, 2013, and unaudited historical financial statements set forth in its Quarterly Report on Form 10-Q as of and for the three and six months ended February 28, 2014, both as filed with the SEC; (2) SCNRG’s audited historical and unaudited pro forma financial statements as of and for the year ended August 31, 2013, set forth in Sara Creek’s Current Report on Form 8-K/A, as filed with the SEC; (3) the 20.5% Working Interest audited historical financial statements as of and for the year ended August 31, 2013, and unaudited interim condensed financial statements for the three months ended November 30, 2013, set forth in Sara Creek’s Current Report on Form 8-K/A, as filed with the SEC; and (4) the 12.8% Working Interest audited historical financial statements as of and for the year ended August 31, 2013, and unaudited interim condensed financial statements for the three and six months ended February 28, 2014, both as included in this Current Report on Form 8-K/A.

1

The pro forma adjustments reflected in the unaudited pro forma consolidated statement of operations is based upon currently available information and certain assumptions and estimates; therefore the actual effects of these transactions will differ from the pro forma adjustments.  However, management considers the applied estimates and assumptions to provide a reasonable basis for the presentation of the significant effects of certain transactions that are expected to have a continuing impact on Sara Creek, SCRNG, the 20.5% Working Interest and the 12.8% Working Interest.  In addition, management considers the pro forma adjustments to be factually supportable and appropriately represent the expected impact of items that are directly attributable to the acquisition of Sara Creek by SCNRG (for accounting purposes), the 20.5% Working Interest by SCNRG and the 12.8% Working Interest by SCNRG.

The unaudited pro forma consolidated statement of operations is not necessarily indicative of the results that would have occurred if SCNRGhad acquired Sara Creek (for accounting purposes), the 20.5% Working Interest and the 12.8% Working Interest on the dates indicated nor are they indicative of the future operating results of Sara Creek including SCNRG, the 20.5% Working Interest and the 12.8% Working Interest.

2

Sara Creek Gold Corp.

Pro Forma Combined Consolidated Balance Sheet

As of February 28, 2014

	Sara Creek			12.8% DEEP Lease		Pro Forma				Sara Creek
	Historical			Historical		Adjustments				Pro Forma
ASSETS
Current assets:
Cash	$	74,287		$	-	$	120,000		a	$	69,287
							(125,000	)	b
Accounts receivable		11,801			1,341		-				13,142
Inventory		9,841			1,665		-				11,506
Prepaid expenses		17,920			249		-				18,169
Total current assets		113,849			3,255		(5,000	)			112,104
Machinery and equipment, net		14,619			2,141		-				16,760
Capitalized oil properties, net		578,959			55,373		109,522		b		743,854
Deposits		5,000			-		-				5,000
TOTAL ASSETS	$	712,427		$	60,769	$	104,522			$	877,718
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	202,818		$	1,761	$	-			$	204,579
Net profits interest payable, current portion		16,643			2,447		-				19,090
Loans payable to related parties, short term		13,000			-		40,000		a		53,000
Convertible notes payable, short term		-			-		50,000		a		50,000
Total current liabilities		232,461			4,208		90,000				326,669
Long term liabilities:
Loans payable to related parties, long term		90,572			-		-				90,572
Asset retirement obligations		140,819			20,707		-				161,526
Net profits interest payable, long term portion		138,874			20,376		-				159,250
Total liabilities		602,726			45,291		90,000				738,017
Stockholders' equity:
Common stock		35,737			-		300		a		36,037
Common stock payable		40,000			-		-				40,000
Additional paid in capital		637,714			-		29,700		a		667,414
Owners' equity		-			15,478		(15,478	)	b		-
Deficit		(603,750	)		-		-				(603,750	)
Total stockholders' equity		109,701			15,478		14,522				139,701
Total liabilities and stockholders' equity	$	712,427		$	60,769	$	104,522			$	877,718

See accompanying notes to the Pro Forma financial statements.

3

Sara Creek Gold Corp.

Pro Forma Combined Consolidated Statement of Operations

Six Months Ended February 28, 2014

	Sara Creek			Sara Creek			20.5% DEEP			12.8% DEEP
	Consolidated			Legal Entity			Lease			Lease			Pro Forma				Sara Creek
	Historical(1)			Historical(2)			Historical			Historical			Adjustments				Pro Forma
Oil revenue	$	44,112		$	6,673		$	12,236		$	7,648		$	(4,340	)	c	$	66,329
Expenses:
Direct operating expenses		20,992			3,398			5,810			3,631			(2,430	)	c		31,401
Depreciation, depletion and amortization		15,957			1,547			4,301			2,688			(1,057	)	d		23,436
Professional fees		193,043			65,098			-			-			(53,553	)	c		204,588
General and administrative		59,896			56,395			915			572			(55,135	)	c		62,774
														131		e
Total operating expenses		289,888			126,438			11,026			6,891			(112,044	)			322,199
Net operating income (loss)		(245,776	)		(119,765	)		1,210			757			107,704				(255,870	)
Other expense:
Interest expense		6,748			-			1,849			1,155			5,000		f		14,752
Total other expense		6,748			-			1,849			1,155			5,000				14,752
Income (loss) before provision for income tax		(252,524	)		(119,765	)		(639	)		(398	)		102,704				(270,622	)
Provision for income tax		-			-			-			-			-				-
Net income (loss)	$	(252,524	)	$	(119,765	)	$	(639	)	$	(398	)	$	102,704			$	(270,622	)
Net loss per common share - basic and diluted	$	(0.01	)														$	(0.01	)
Weighted average common shares outstanding -
basic and diluted		24,477,454												8,172,790		g		32,650,244

(1) On October 25, 2013, Sara Creek Gold Corp. completed its acquisition of SCNRG, LLC.  However, for accounting purposes, SCNRG is deemed to be the acquiror.  Accordingly, the consolidated statement of operatons of Sara Creek consist of SCNRG's historical results consolidated with Sara Creek from the date of completion of the reverse merger on October 25, 2013.

(2) Represents the non-consolidated statement of operations of Sara Creek Gold Corp., the legal entity, for the six months ended February 28, 2014.

See accompanying notes to the Pro Forma financial statements.

4

Sara Creek Gold Corp.

Pro Forma Combined Consolidated Statement of Operations

Twelve Months Ended August 31, 2013

	Sara Creek			Sara Creek			20.5% DEEP			12.8% DEEP
	Consolidated			Legal Entity			Lease			Lease			Pro Forma				Sara Creek
	Historical(1)			Historical(2)			Historical			Historical			Adjustments				Pro Forma
Oil revenue	$	80,792		$	3,932		$	24,857		$	15,535		$	-			$	125,116
Expenses:
Direct operating expenses		58,797			2,380			17,843			11,152			-				90,172
Depreciation, depletion and amortization		25,695			-			7,905			4,941			983		d		39,524
Professional fees		16,790			61,090			-			-			-				77,880
General and administrative		8,636			18,215			1,200			749			-				28,800
Total operating expenses		109,918			81,685			26,948			16,842			983				236,376
Net operating income (loss)		(29,126	)		(77,753	)		(2,091	)		(1,307	)		(983	)			(111,260	)
Other expense (income):
Interest expense		12,865			61,489			3,958			2,474			10,000		f		90,786
Other		-			(9,273	)		-			-			-				(9,273	)
Total other expense		12,865			52,216			3,958			2,474			10,000				81,513
Loss before provision for income tax		(41,991	)		(129,969	)		(6,049	)		(3,781	)		(10,983	)			(192,773	)
Provision for income tax		-			-			-			-			-				-
Net loss	$	(41,991	)	$	(129,969	)	$	(6,049	)	$	(3,781	)	$	(10,983	)		$	(192,773	)
Net loss per common share - basic and diluted	$	(0.01	)														$	(0.01	)
Weighted average common shares outstanding -
basic and diluted		5,882,117												25,154,866		g		31,036,983

(1) On October 25, 2013, Sara Creek Gold Corp. completed its acquisition of SCNRG, LLC.  However, for accounting purposes, SCNRG is deemed to be the acquiror.  Accordingly, the consolidated statement of operations of Sara Creek for the year ended August 31, 2013, consist of SCNRG's historical results.

(2) Represents the non-consolidated statement of operations of Sara Creek Gold Corp., the legal entity, for the twelve months ended August 31, 2013.

See accompanying notes to the Pro Forma financial statements.

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SARA CREEK GOLD CORP.

NOTES TO THE PRO FORMA ADJUSTMENTS

(Unaudited)

(a) To record the following sources of financing, which together with cash on hand funded the purchase price of the 12.8% Working Interest:

a. Short-term loan from D. Katic, an officer and significant shareholder in the amount of $40,000.  This loan bears interest at 10% per annum.

b. Short-term convertible note payable in the amount of $50,000, which bears interest at 12.0% per annum.

c. Sale of 300,000 units at $0.10 per unit for total proceeds of $30,000.  Each unit is comprised of one share of common stock and a warrant entitling the holder to buy 0.5 shares of common stock for $0.20 per share, exercisable for five years.

(b) To record the purchase of a 12.8% Working Interest in the DEEP Lease.

(c) To eliminate revenue and expenses for Sara Creek for the period October 25, 2013, to February 28, 2014, which amounts are included in both the Sara Creek Consolidated and Sara Creek Legal Entity columns.

(d) To record additional depletion expense on consideration assigned to oil properties for both the 20.5% and 12.8% Working Interest acquisitions.

(e) To eliminate expenses for the 20.5% Working Interest for the period February 1, 2014, to February 28, 2014, which amounts are included in both the Sara Creek Consolidated and the 20.5% Working Interest columns.

(f) To record interest expense associated with the short-term loan and the convertible notes payable in (a) above.

(g) To increase weighted average share count to reflect the recapitalization of SCNRG, LLC and the pro forma period, together with the unit offering in (a) above and the 4,775,000 units sold to finance the purchase of the 20.5% Working interest.  These latter units had the same terms as described in (a) above.

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