10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

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.

EXPLANATORY NOTE

Reference is made to our Annual Report on Form 10-K for the fiscal year ended August 31, 2013 (the “Initial Form 10-K”), as amended by Amendment No. 1 on Form 10-K/A (“Amendment No. 1”), which were filed with the U.S. Securities and Exchange Commission (“SEC”) on November 27, 2013 and January 16, 2014, respectively (the “Original Form 10-K”).  The purpose of this Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) is to amend and restate the Original 10-K to make certain technical corrections and to revise certain disclosures in response to comments received from the Staff of the SEC as follows:

· In the Original Form 10-K, the Report of Independent Registered Public Accounting Firm was filed separately as Amendment No. 1 on Form 10-K/A, apart from the financial statements and other disclosures contained in the Initial Form 10-K.  This Amendment No. 2 includes the financial statements, the Report of Independent Registered Public Accounting Firm and all other Form 10-K required disclosures in a single filing.

· Attached as Exhibit 31 to this Amendment No. 2 is an updated and revised certification of our Chief Executive and Financial Officer that includes all language required by Item 601(b)(31) of Regulation S-K.

· The Report of Independent Registered Public Accounting Firm under Item 8 of this Amendment No. 2 has been revised to include an opinion for all required financial statements.

· Attached as Exhibit 99.1 to this Amendment No. 2 is the reserve report of Chapman Petroleum Engineering Ltd.

· We have revised our disclosures on pages 5-6 and 26-27 concerning our option to acquire Hawker Energy LLC and certain potential follow-on transactions whereby the sellers of Hawker Energy LLC may be entitled to receive additional shares of our Common Stock.

Except as described above, the disclosures in this Amendment No. 2 (including, without limitation, the financial statements set forth in this Amendment No. 2) and the exhibits filed herewith are unchanged from the Original Form 10-K.  This Amendment No. 2 does not reflect events occurring after the filing of the Initial Form 10-K on November 27, 2013 and, except as described above, no attempt has been made in this Amendment No. 2 to modify or update other disclosures as presented in the Initial Form 10-K. Accordingly, this Amendment No. 2 should be read in conjunction with the our filings with the SEC subsequent to the filing of the Initial Form 10-K.

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	7
Item 1B	Unresolved Staff Comments	7
Item 2	Properties	7
Item 3	Legal Proceedings	9
Item 4	Mine Safety Disclosures	9
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6	Selected Financial Data	10
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8	Financial Statements and Supplementary Data	14
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	28
Item 9A	Controls and Procedures	28
Item 9B	Other Information	28
PART III
Item 10	Directors, Executive Officers and Corporate Governance	29
Item 11	Executive Compensation	30
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13	Certain Relationships and Related Transactions, and Director Independence	31
Item 14	Principal Accounting Fees and Services	31
PART IV
Item 15	Exhibits, Financial Statement Schedules	32

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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.

4

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, through its wholly-owned subsidiary Punta Gorda Resources, LLC (“Punta Gorda”), claims oil production and development 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, which rights are being challenged in court by the lease’s operator of record.   Hawker has also engaged in preliminary discussions with various third parties concerning additional potential acquisition or development opportunities (the “Potential Follow-On Transactions”), none of which were deemed by us to be reasonably possible as of November 27, 2013 (the date the Initial Form 10-K was filed with the SEC) due to the preliminary status of those discussions and lack of certainty around Hawker’s or Sara Creek’s ability to finance one or more of these Potential Follow-On Transactions.  Other than its contested interest in PRC 145.1 and its preliminary discussions concerning the Potential Follow-On Transactions, Hawker had no assets or operations as of November 27, 2013.  PRC 145.1 and the Potential Follow-On Transactions are discussed in greater detail below.

PRC 145.1 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.  Although initial technical work has been done on PRC 145.1 to develop a preliminary understanding of the resource and opportunity, no reserve reports done to SEC standards have been completed to date.

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.  On June 4, 2013, Punta Gorda filed a complaint for specific performance, breach of contract and declaratory relief in the United States Bankruptcy Court against the named defendants seeking to compel them to transfer rights and interests provided in a Bankruptcy Court-approved Settlement Agreement concerning coastal lease PRC 145.1.  The complaint was dismissed on procedural grounds and refiled by Punta Gorda in the Ventura County Superior Court.  The Superior Court is in the process of addressing pleading challenges.  No discovery has occurred and trial has not yet been scheduled.  Although we understand that Punta Gorda intends to vigorously pursue its rights in this case, the outcome of this matter is not determinable as of the date of this report.

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.

After we exercise the Option to acquire Hawker, the Agreement also provides that Sellers may be entitled to an additional 33,000,000 shares of our Common Stock upon the consummation of Potential Follow-On Transactions as follows:

(a)           2,000,000 shares of our Common Stock shall be issued upon our or Hawker’s acquisition of California Oil Independents or its oil and gas interests being the “Doud” leases, comprised of approximately 340 acres, 20 wells and two tank batteries, located in the Monroe Swell Field, near Greenfield, 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 CA oil and gas interests comprised of approximately 340 acres, 20 wells (of which 9 are active) and 4 tank batteries, and known as the “Town Lot”;

(c)           5,000,000 shares of our Common Stock shall be issued upon our or Hawker’s acquisition of all of the oil and gas leases held by Christian Hall (or affiliates) in the Midway-Sunset field located between the towns of Taft and McKittrick in Kern County, CA;

(d)           10,000,000 shares of our Common Stock shall be issued upon our or Hawker’s acquisition of TEG Oil & Gas, Inc. (or certain oil and gas interests held by it, being all leases 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 (see description of PRC 145.1 litigation above); 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, a lease that is adjacent to PRC 145.1 Lease above.

5

The Potential Follow-On Transactions described above are dependent on a number of variables that are not within our control and, as a result, (i) we cannot state with a reasonable degree of certainty that any of the transactions will occur and (ii) as described above, none of the transactions were deemed by us to be reasonably possible as of November 27, 2013 (the date the Initial Form 10-K was filed with the SEC).  Each of the Potential Follow-On Transactions described above, if consummated, would constitute a transaction separate and independent from our acquisition of Hawker pursuant to the Option.  Any shares of our Common Stock that may be issued upon the consummation of any of the Potential Follow-On Transactions will constitute expensed costs incurred concurrently with consummation of the applicable follow-on transaction (as opposed to incremental consideration for our acquisition of Hawker).

Sara Creek agreed to these potential additional share issuances as a result of the Hawker Sellers’ preliminary work on the Potential Follow-On Transactions to the date of our acquisition of Hawker and based on our belief that value may accrue to Sara Creek in the event one or more of these Potential Follow-On Transactions is consummated and the properties further developed.  The Hawker Sellers’ work to the date of Sara Creek’s acquisition of Hawker consisted of opportunity identification and screening, resource evaluation through hiring of third-party technical consultants, initial financial analyses, early stage discussions with the potential sellers around value and other evaluation work.  Furthermore, it was important to Sara Creek that all of the Hawker Sellers’ oil growth opportunities be acquired by Sara Creek, not just the PRC 145.1 opportunity, so that the business interests of the Hawker Sellers (each of whom is now actively involved with Sara Creek) be more directly aligned with interests of the Company.  Although initial technical work has been done on each of the Potential Follow-On Transaction’s underlying properties to develop a preliminary understanding of the resource and opportunity, no reserve reports done to SEC standards have been completed to date.

As of November 12, 2013, Mr. Katic beneficially owned 6,000,000 shares (or 23.1%) of our outstanding Common Stock and Mr. Moore beneficially owned zero shares of our outstanding Common Stock.  Assuming, for purposes of example only, that all 3,000,000 shares of our Common Stock issuable upon exercise of the Option to acquire Hawker and all 33,000,000 additional shares of our Common Stock issuable upon the consummation of Potential Follow-On Transactions were issued to Messrs. Katic and Moore and outstanding on November 12, 2013, Mr. Katic would have beneficially owned 24,000,000 shares (or 38.7%) of our outstanding Common Stock and Mr. Moore would have beneficially owned 18,000,000 shares (or 29.1%) of our outstanding Common Stock as of such date.  These assumed percentage ownership figures do not consider any additional potential issuances of our Common Stock that may be necessary to fund such Potential Follow-on Transactions.

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.

6

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.

7

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.

8

	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.

9

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.

10

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.

11

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.

12

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.

13

Item 8 Financial Statements and Supplementary Data

To the Board of Directors and Stockholders of

Sara Creek Gold Corp.

We have audited the accompanying balance sheets of Sara Creek Gold Corp. as of August 31, 2013 and 2012 and the related statements of operations, stockholders’ deficit, and cash flows for the years ended August 31, 2013 and 2012 and for the period from June 12, 2006 (inception) to August 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit 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 misstatements.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Sara Creek Gold Corp. as of August 31, 2013 and 2012 and the results of its operations, stockholders’ deficit, and cash flows for years ended August 31, 2013 and 2012 and for the period from June 12, 2006 (inception) to August 31, 2013 in conformity accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ L.L.Bradford &Company, LLC

Las Vegas, Nevada

November 27, 2013

14

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
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.

15

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.

16

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		-		-		-			-			-			-		-			-
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.

17

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.

18

SARA CREEK GOLD CORP.

(AN 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.

19

SARA CREEK GOLD CORP.

(AN 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.  

20

SARA CREEK GOLD CORP.

(AN 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.

21

SARA CREEK GOLD CORP.

(AN 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.

22

SARA CREEK GOLD CORP.

(AN 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.

23

SARA CREEK GOLD CORP.

(AN 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.

24

SARA CREEK GOLD CORP.

(AN 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.

25

SARA CREEK GOLD CORP.

(AN 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”). On November 20, 2013, the Company 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.

Pursuant to the Agreement, as amended, the Option is exercisable until March 15, 2014 for a purchase price of 3,000,000 shares of the Company’s 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.

26

SARA CREEK GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

9.  SUBSEQUENT EVENTS (CONTINUED)

After the Company exercises the Option to acquire Hawker, the Agreement also provides that Sellers may be entitled to an additional 33,000,000 shares of the Company’s Common Stock upon the consummation of certain potential follow-on transactions as follows:

(a)           2,000,000 shares of the Company’s Common Stock shall be issued upon the Company’s or Hawker’s acquisition of California Oil Independents or its oil and gas interests being the “Doud” leases, comprised of approximately 340 acres, 20 wells and two tank batteries, located in the Monroe Swell Field, near Greenfield, California;

(b)           2,000,000 shares of the Company’s Common Stock shall be issued upon the Company’s or Hawker’s acquisition of a participation in South Coast Oil – Huntington Beach CA oil and gas interests comprised of approximately 340 acres, 20 wells (of which 9 are active) and 4 tank batteries, and known as the “Town Lot”;

(c)           5,000,000 shares of the Company’s Common Stock shall be issued upon the Company’s or Hawker’s acquisition of all of the oil and gas leases held by Christian Hall (or affiliates) in the Midway-Sunset field located between the towns of Taft and McKittrick in Kern County, CA;

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

(e)           7,000,000 shares of the Company’s Common Stock shall be issued 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 (see description of PRC 145.1 litigation under Part I, Item 1 of this Form 10-K); and

(f)            7,000,000 shares of the Company’s Common Stock shall be issued upon the conveyance to the Company or Hawker of certain mineral rights regarding PRC 427 Lease held by ExxonMobil, a lease that is adjacent to PRC 145.1 Lease above.

The potential follow-on transactions described above are dependent on a number of variables that are not within the Company’s control and, as a result, (i) the Company cannot state with a reasonable degree of certainty that any of the transactions will occur and, (ii) none of the transactions were deemed by the Company to be reasonably possible as of November 27, 2013 (the date the Initial Form 10-K was filed with the SEC).  Each of the potential follow-on transactions described above, if consummated, would constitute a transaction separate and independent from the Company’s acquisition of Hawker pursuant to the Option.  Any shares of the Company’s Common Stock that may be issued upon the consummation of any of the potential follow-on transactions will constitute expensed costs incurred concurrently with consummation of the applicable follow-on transaction (as opposed to incremental consideration for our acquisition of Hawker).

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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 set forth in Exhibit 10.

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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.

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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.

30

(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.

31

PART IV

Item 15   Exhibits, Financial Statement Schedules

Number	Exhibit
10.1	Amended and Restated Option Agreement dated November 20, 2013.(1)
10.2	Option Agreement dated October 15, 2013.(2)
10.3	Agreement and Plan of Reorganization dated September 18, 2013.(3)
10.4	Assignment of Working Interest dated July 18, 2013.(4)
21	Subsidiaries
23.1	Consent of Chapman Petroleum Engineering Ltd.
23.2	Consent of Independent Registered Public Accounting Firm
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
99.1	Reserve Report of Chapman Petroleum Engineering Ltd.
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 10.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2013 filed on November 27, 2013.

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

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

(4) 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.

32

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:  July 22, 2014	/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)

July 22, 2014

/s/ Kristian Andresen

Kristian Andresen

Director

July 22, 2014

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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.

/s/ C.W. Chapman, P. Eng.

C.W. Chapman, P. Eng.

President

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

July 21, 2014

EX-23.2

                                                                                                                                            Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation Sara Creek Gold Corp.’s use of our report dated November 27, 2013, relating to the consolidated financial statements and financial statements which appear in this Form 10-K Amendment No. 2.

/s/ L.L. Bradford & Company, LLC

L. L. Bradford & Company, LLC

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)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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: July 22, 2014	/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: July 22, 2014	/s/ Darren Katic
	Darren Katic Chief Executive Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

RESERVE AND ECONOMIC EVALUATION

OIL PROPERTY

D.E.E.P. PROPERTY, MIDWAY – SUNSET FIELD

CALIFORNIA, USA

Prepared for

SCNRG LLC

September 1, 2013

November 19, 2013

SCNRG LLC

102, 326 South Pacific Coast Highway

Redondo Beach, CA

USA  90277

Attention:  Mr. Darren Katic

Dear Sir:

Re:      Reserve and Economic Evaluation – SCNRG LLC

D.E.E.P. Property, Midway-Sunset Field, California, USA – September 1, 2013

In accordance with your authorization we have prepared a reserve and economic evaluation of an oil property located in California, USA, for SCNRG LLC (the "Company") for an effective date of September 1, 2013.

This evaluation has been carried out in accordance with the guidelines of Regulation S-X, Rule 4 -10 (a) of the Securities Exchange Act, with respect to the classification of Reserves.  The report has been prepared and/or supervised by a "Qualified Reserves Evaluator" as demonstrated on the accompanying Certificate of Qualification of the author(s).

The SCOPE OF REPORT contains the authorization and purpose of the report and describes the methodology and economic parameters used in the preparation of this report.

The SUMMARY OF RESERVES AND ECONOMICS includes values at the property level and the consolidated cash flows for each accumulating reserve category, and contains the results of the economic forecasts using pricing guidelines as defined in Regulation S-X 210.4-10 22 (v), and expressed in United States dollars, as applicable for SEC filing.  The net present values presented in this report do not necessarily represent the fair market value of the reserves evaluated in this report.

The DISCUSSION contains a description of the interests and burdens, reserves and geology, production forecasts, product prices, capital and operating costs and a map of each major property.  The economic results and cash flow forecasts (before income tax) are also presented on an entity and property summary level.

2

A REPRESENTATION LETTER from the Company, confirming that to the best of their knowledge all the information they provided for our use in the preparation of this report was complete and accurate as of the effective date, is enclosed following the Glossary.

Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be significant.  We have no responsibility to update our report for events and circumstances which may have occurred since the preparation date of this report.

Prior to public disclosure of any information contained in this report, or our name as author, our written consent must be obtained, as to the information being disclosed and the manner in which it is presented.  This report may not be reproduced, distributed or made available for use by any other party without our written consent and may not be reproduced for distribution at any time without the complete context of the report, unless otherwise reviewed and approved by us.

We consent to the submission of this report, in its entirety, to securities regulatory agencies and stock exchanges, by the Company.

It has been a pleasure to prepare this report and the opportunity to have been of service is appreciated.

Yours very truly,

Chapman Petroleum Engineering Ltd.

[Original Signed By:]

C.W. Chapman

C.W. Chapman, P.Eng.,

President

[Original Signed By:]

M. Stromar

M. Stromar, M.Sc., P.Eng.,

Associate

ms/lml/5830

PERMIT TO PRACTICE CHAPMAN PETROLEUM ENGINEERING LTD.
Signature		[Original Signed By:] C.W. Chapman
Date	November 25, 2013
PERMIT NUMBER: P 4201 The Association of Professional Engineers and Geoscientists of Alberta

3

CERTIFICATE OF QUALIFICATION

I, C. W. CHAPMAN, P. Eng., Professional Engineer of the City of Calgary, Alberta, Canada, officing at Suite 445, 708 – 11th Avenue S.W., hereby certify:

1. THAT I am a registered Professional Engineer in the Province of Alberta and a member of the Australasian Institute of Mining and Metallurgy.

2. THAT I graduated from the University of Alberta with a Bachelor of Science degree in Mechanical Engineering in 1971.

3. THAT I have been employed in the petroleum industry since graduation by various companies and have been directly involved in reservoir engineering, petrophysics, operations, and evaluations during that time.

4. THAT I have in excess of 25 years in the conduct of evaluation and engineering studies relating to oil & gas fields in Canada and around the world.

5. THAT I participated directly in the evaluation of these assets and properties and preparation of this report for SCNRG LLC, dated November 19, 2013 and the parameters and conditions employed in this evaluation were examined by me and adopted as representative and appropriate in establishing the value of these oil and gas properties according to the information available to date.

6. THAT I have not, nor do I expect to receive, any direct or indirect interest in the properties or securities of SCNRG LLC its participants or any affiliate thereof.

7. THAT I have not examined all of the documents pertaining to the ownership and agreements referred to in this report, or the chain of Title for the oil and gas properties discussed.

8. A personal field examination of these properties was considered to be unnecessary because the data available from the Company's records and public sources was satisfactory for our purposes.

[Original Signed By:]

C.W. Chapman

C.W. Chapman, P.Eng.

President

PERMIT TO PRACTICE CHAPMAN PETROLEUM ENGINEERING LTD.
Signature		[Original Signed By:] C.W. Chapman
Date	November 25, 2013
PERMIT NUMBER: P 4201 The Association of Professional Engineers and Geoscientists of Alberta

4

CERTIFICATE OF QUALIFICATION

I, MIRO STROMAR, M. Sc., P. Eng., Professional Engineer of the City of Calgary, Alberta, Canada,officing at Suite 445, 708 – 11th Avenue S.W., hereby certify:

1. THAT I am a registered Professional Engineer in the Province of Alberta.

2. THAT I graduated from the University of Zagreb with a Masters of Science degree in Chemical Engineering in 1974.

3. THAT I have been employed in the petroleum industry since graduation by various companies and have been directly involved in reservoir engineering, petrophysics, operations, and evaluations during that time.

4. THAT I have in excess of 20 years in the conduct of evaluation and engineering studies relating to oil & gas fields in Canada and around the world.

5. THAT I participated directly in the evaluation of these assets and properties and preparation of this report for SCNRG LLC, dated November 19, 2013 and the parameters and conditions employed in this evaluation were examined by me and adopted as representative and appropriate in establishing the value of these oil and gas properties according to the information available to date.

6. THAT I have not, nor do I expect to receive, any direct or indirect interest in the properties or securities of SCNRG LLC, its participants or any affiliate thereof.

7. THAT I have not examined all of the documents pertaining to the ownership and agreements referred to in this report, or the chain of Title for the oil and gas properties discussed.

8. A personal field examination of these properties was considered to be unnecessary because the data available from the Company's records and public sources was satisfactory for our purposes.

[Original Signed By:]

M. Stromar

M. Stromar, M.Sc., P.Eng.,

Associate

5

CERTIFICATE OF QUALIFICATION

I, HAROLD J. RYAN, P. Geol., Professional Geologist of the City of Calgary, Alberta, Canada, officing at Suite 445, 708 – 11th Avenue S.W., hereby certify:

1. THAT I am a registered Professional Geologist in the Province of Alberta, a Fellow of the Geological Association of Canada and a Fellow of the Geological Society of London.

2. THAT I graduated from the University of Calgary with a Bachelor of Science degree in Geology in 1983.

3. THAT I have been employed in the petroleum industry since graduation by various companies and have been directly involved in petroleum geology, petrophysics, operations, and evaluations during that time.

4. THAT I have in excess of 15 years of experience in the conduct of evaluation and geological studies relating to oil and gas fields in Canada and internationally.

5. THAT I participated directly in the evaluation of these assets and properties and preparation of this report for SCNRG LLC, dated November 19, 2013 and the parameters and conditions employed in this evaluation were examined by me and adopted as representative and appropriate in establishing the value of these oil and gas properties according to the information available to date.

6. THAT I have not, nor do I expect to receive, any direct or indirect interest in the properties or securities of SCNRG LLC, its participants or any affiliate thereof.

7. THAT I have not examined all of the documents pertaining to the ownership and agreements referred to in this report, or the chain of Title for the oil and gas properties discussed.

8. A personal field examination of these properties was considered to be unnecessary because the data available from the Company’s records and public sources was satisfactory for our purposes.

[Original Signed By:]

Harold J. Ryan

Harold J. Ryan, P.Geol.

Manager Geoscience

6

RESERVE AND ECONOMIC EVALUATION

OIL PROPERTY

D.E.E.P. PROPERTY, MIDWAY – SUNSET FIELD

CALIFORNIA, USA

Prepared for

SCNRG LLC

September 1, 2013

7

TABLE OF CONTENTS

Scope of Report
	Authorization
	Purpose
	Reserve Definitions
	Barrels of Oil Equivalent
	Sources of Information
	Product Prices
	Product Sales Arrangements
	Capital Expenditures and Operating Costs
	Income Tax Parameters
	Abandonment and Restoration
	Economics
	Constant Price Parameters
	Orientation Map
Discussion
	CALIFORNIA, USA
	D.E.E.P. Property, Midway – Sunset Field
Glossary
Company Representation Letter

8

SCOPE OF REPORT

Authorization

This evaluation has been authorized by Mr. Darren Katic, on behalf of SCNRG LLC.   The engineering analysis has been performed during the months of October and November 2013.

Purpose

The purpose of this report was to prepare a third party independent appraisal of the oil reserves owned by SCNRG LLC for the Company's financial planning.

The values in this report do not include the value of the Company's undeveloped land holdings nor the tangible value of their interest in associated plant and well site facilities they may own.  The cash flow forecasts account for well and/or facility abandonment and reclamation costs and the offsetting salvage value of the tangible equipment after abandonment.

Reserve Definitions

Proved and probable reserves as classified in the report have been based on Rule 4-10(a) of Regulation S-X of the Securities Exchange Act:

Classification of Reserves

Proved Oil and Gas Reserves.

Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

9

(i)  The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

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Probable Reserves

Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

Possible Reserves

Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

11

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

Barrel of Oil Equivalent

If at any time in this report reference is made to “Barrels of Oil Equivalent” (BOE), the conversion used is 6 Mscf : 1 STB (6 Mcf : 1 bbl).

BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf : 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the well head.

12

Sources of Information

Source of the data used in the preparation of this report are as follows:

i) Ownership and Burdens have been derived from the Company's land records and other information from the Company as required for clarification

ii) Production data is acquired from public data sources, except for very recent data or certain wells which are provided directly by the Company

iii) Well data is accessed from the Company's well files and from public data sources

iv) Operating Costs are based on actual revenue and expense statements provided by the Company for established properties or from discussions with the Company and our experience in the area for new properties

v) Price differentials are derived from revenue statements, compared to actual posted prices for the appropriate benchmark price over a period of several months

vi) Timing of Development Plans and Capital estimates are normally determined by discussions with the Company together with our experience and judgement

Product Prices

The price used for each area in this report, in accordance with SEC regulation S-X rule 4-10, was the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month, within such period, unless prices are defined by contractual arrangements, excluding escalations based on future conditions.

Adjustments for crude quality, gas heating value and NGL trucking and fractionation have still been applied to the average prices to reflect actual prices being received.  In addition, no escalation has been applied to either the capital expenditures or operating costs.

The average price shown in the cash flows may differ from year to year due to variations in the proportionate production volumes from each property relative to the total.

For the purpose of US Security Exchange Commission filing, the results of the Constant Prices and Cost case for proved and probable reserves are expressed in United States dollars are presented in the Summary of Reserves and Economics (SEC).

13

Product Sales Arrangements

The Company does not have any "hedge" contracts in place at this time.

Capital Expenditures and Operating Costs

Operating costs and capital expenditures have been based on historical experience and analogy where necessary and have not been escalated.

Income Tax Parameters

Net cash flows after consideration of corporate income tax have not been included in this report.

Abandonment and Restoration

Abandonment and restoration costs, net of salvage, have been included in the cash flows for the final event of any particular well.  The abandonment cost does not impact the economic limit and is included in the final year of production automatically by ERGO.  For marginal wells nearing the end of their economic life, these costs may result in a negative net present value.

In this report, we have account for these costs for only the wells which are being included and have not included other shut-in or suspended wells in the Company's inventory or their facilities and pipelines.

Economics

The results of the before tax economic analysis, which are presented for each entity and property summary, are in a condensed form presented on one page for simplicity in analyzing the cash flows, however, if for any reason more extensive breakdown of the cash flow is required, a separate schedule can be provided showing the full derivation and breakdown of any or all of the columns on the summary page.

The economic presentation shows the gross property and company gross and net (before and after royalty) production of oil gas and each NGL product along with the product prices adjusted for oil quality and heating value of gas.  Oil prices also include the deduction for trucking costs where applicable for royalty deductions.

14

The second level includes the revenues, royalties, operating costs, processing income, abandonment costs, capital and cash flow of the property.   Operating costs are presented for the gross property and the company share, split between variable and fixed costs, and the effective cost per BOE.

Net revenues are presented annually and as a net back in $/BOE @ 6 Mscf/STB.  Revenue from custom processing of oil or gas is presented separately.

The third level of data presents the cumulative cash flow values (present worth) for various discount rates. Also, the net cash flow breakdown is presented.  The project profitability criteria are summarized on the bottom right of the page.  These data are not relevant in the case of corporate evaluations but are useful in assessing individual capital projects.

Constant Price Parameters

The Constant Price values utilized in this report are the latest prices being received posted prices for oil by the Company.

Adjustments for crude quality, gas heating value and NGL trucking and fractionation have still been applied to the average prices to reflect actual prices being received.  In addition, no escalation has been applied to either the capital expenditures or operating costs.

In the Constant Price cash flows the magnitude of the gross and net reserves will not change except where production forecasts have been truncated or extended due to economic limits being reached earlier or later in the life of the properties than in the forecast price case, and due to the impact of royalties which are price related.

The average price shown in the cash flows may differ from year to year due to variations in the proportionate production volumes from each property relative to the total.

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16

D.E.E.P. PROPERTY, MIDWAY – SUNSET FIELD

CALIFORNIA, USA

INDEX

Discussion

Ownership

Geology

Reserves

Production

Product Prices

Capital Expenditures

Operating Costs

Economics

Attachments

Figure 1:     Land and Well Map

Table 1:      Schedule of Lands, Interests and Royalty Burdens

Figure 2:    Geological Maps and Figures

a) Table of Formations

b) Isopach Total Net Monarch Oil Sand

c) Isopach of Top Oil Sand

Table 2:      Summary of Reserves

Summary of Reserves and Reservoir Parameters

Proved Developed Non-Producing

a) D.E.E.P. Lease – Monarch SS

Figure 3:    Production History Graphs

a) Proved Developed Producing

b) Proved plus Probable

Table 3:      Summary of Anticipated Capital Expenditures

a) Development

b) Abandonment and Restoration

Table 4:      Summary of Company Reserves and Economics

Consolidated Cash Flows

a) 6 Wells, Monarch SS and Top Oil – Proved Developed Producing

b) D.E.E.P. Lease, California – Total Proved

c) D.E.E.P. Lease, California – Total Proved Plus Probable

Individual Cash Flows

Proved Undeveloped

d) 12 Wells, Monarch SS

17

Proved Plus Probable Developed Producing

e) 6 Wells, Monarch SS and Top Oil

Proved Plus Probable Undeveloped

f) 12 Wells, Monarch SS

Figure 4:    Production History and Forecast – Company Share

18

D.E.E.P. PROPERTY, MIDWAY – SUNSET FIELD

CALIFORNIA, USA

INDEX

Ownership

The Company owns a 66.67 percent working interest in 40 acres of land containing three producing and three shut in heavy oil wells, as shown on the map, Figure 1.  Production is subject to a 20.9 percent freehold royalty.

A detailed description of the lands, interests and royalty burdens is presented in Table 1.

Geology

The San Joaquin Basin is a deep asymmetric synclinal downwarp that underlies the Central Valley of California. The basin is a prolific oil-producing area that originated in the Late Mesozoic. The Midway-Sunset Oil Field is located along the southwestern flank of the basin, as shown on the orientation map illustrated in Figure 1. It is the largest field in the southern portion of San Joaquin Basin and has produced over 2 billion barrels of oil.

There are two productive zones on the Company property. The Monarch Sand is a submarine fan sandstone of Miocene Age encapsulated within the Belridge Diatomite Member of the Monterey Formation. The Top Oil Sand is the basal unit of the San Joaquin Formation of Pliocene Age. Both these units are shown on the Table of Formations chart illustrated in Figure 2a.

The Monarch Sand is found at an average depth of 1600 feet on the Company property. It is a silty fine to very fine grained sandstone containing heavy oil within a stratigraphic-structural trap. A map of total net oil sand is illustrated in Figure 2b. The thickness is up to over 55 feet within an upper “A” and lower “B” sandstone unit.

An additional potential of this property is the Top Oil Sand is found at an average depth of 1400 feet on the Company property and is a fine to very fine grained sand with silt and shale inclusions, heavy oil is stratigraphically trapped within this unit which can be up to over 35 feet in thickness on the Company land, as shown on the isopach map illustrated in Figure 2c.

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Reserves

Total gross remaining proved developed producing heavy oil reserves of 4 MSTB have been estimated for the Monarch and Top Oil zones in three producing wells based on decline analysis of their production performance.

Total proved undeveloped heavy oil reserves of 335 MSTB have been estimated for the same zones in twelve future locations in anticipation of steam assisted recovery based on geological mapping and reservoir parameters derived from log analysis, and analogy to successful steam scheme recoveries in immediate vicinity of the lands.

Incremental probable producing reserves of 2 MSTB have been assigned to the five producing wells in anticipation of a better performance than in the proved case.

Incremental probable undeveloped reserves of 167 MSTB have been assigned to the same twelve locations in anticipation of a better recovery than in the proved case.

A summary of reserves is presented in Table 2, and the reserves and reservoir parameters are presented in table 2a.

Production

Production from the area currently averages 4 STB/d and is expected to gradually decline to economic limits.

The non-producing probable reserves are expected to commence production in 2014 on a steam cycling scheme, i.e. super heated steam injection into two diagonally opposed wells (A locations) for a month, then producing them while injecting steam into B locations.  This would be an alternating scheme on one month cycles, so at any given time, six wells would be producing.  The wells are expected to commence production at initial rates of 8 STB/d per well, peak at 15 STB/d per well in 2015, then commence a gradual decline.

In the proved plus probable scenario, all those rates are expected to be 50 percent higher.

A production history graph is shown on Figure 3a for the proved case and Figure 3b for the proved plus probable case.

20

Product Prices

An average 2013 price of $95.07/STB of heavy oil has been utilized based on production and revenue statements provided by the Company. The Company receives a price that is $0.52 cents premium relative to the SEC price of $94.55.

Capital Expenditures

Total development expenditures of $5,240,000 (3,494,000 net the Company) have been anticipated for this project as detailed in Table 3a.

Total abandonment and restoration liabilities of $300,000 ($200,000 net to the Company) have been anticipated for this project as detailed in Table 3b.

Operating Costs

Operating costs of $1,500 per producing well per month as well as $7.00 per STB  and $3,000 per future wells per month plus $20.00/STB, which includes the cost of steam generation, have been estimated based on production and revenue statements provided by the Company.

Economics

An economic summary is presented in Table 4, and the results of our economic analysis are presented in Table 4a through 4f.

The Company’s total historical production together with our proved producing and proved plus probable forecast is presented on Figure 4.

21

22

Table 1

Schedule of Lands, Interests and Royalty Burdens

September 1, 2013

SCNRG LLC

D.E.E.P Lease, Kern Co., California

			Appraised Interest			Royalty Burdens
	Rights	Gross	Working		Royalty	Basic	Overriding
Description	Owned	Acres	%		%	%	%
Twp 11N Rge 23W
Sec 7:W/2 lsd 2, W/2 lsd 7	[A]	40		66.6700	-	FH-20.92	-

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24

25

26

Table  2

Summary of Reserves

September 1, 2013

D.E.E.P Lease, Kern Co., California

			Current or
			Initial		API		Ultimate		Cumulative		Remaining
			Rate		Gravity		ROIP		Production		ROIP
Description			STB/d		(Deg)		(MSTB)		(MSTB)		(MSTB)		Reference
Heavy Oil
Proved Developed Producing
Six Wells	Monarch and Top Oil			4		15		126		122		4	Figure 3a
	Total Proved Developed Producing			4				126		122		4
Proved Undeveloped
Thermal Project - Development	Monarh SS					15		335		0		335	Table 2a
	Total Proved Undeveloped							335		0		335
	Total Proved							461		122		339
Probable
Six Wells	Monarch and Top Oil	(incr.)				15		2		0		2	Figure 3b
Thermal Project - Development	Monarh SS	(incr.)				15		167		0		167	Table 2a
	Total Probable							169		0		169
	Total Proved Plus Probable							630		122		508

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29

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Table  3a

Summary of Anticipated Capital Expenditures

Development

September 1, 2013

SCNRG LLC

D.E.E.P Lease, Kern Co., California

			Capital		Gross		Net
			Interest		Capital		Capital
Description	Date	Operation	%		M$		M$
Proved Undeveloped
Drill twelwe wells	2014	Drill twelwe wells		66.6700		4,600		3,067
Upgrade facilities	2015	Expand facilities		66.6700		640		427
		Total Proved Undeveloped				5,240		3,494
		Total Proved				5,240		3,494

Note:      The above capital values are expressed in terms of current dollar values without escalation.

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Table 3b
Summary of Anticipated Capital Expenditures
Abandonment and Restoration
September 1, 2013
SCNRG LLC
D.E.E.P Lease, Kern Co., California
			Working		Gross	Net
			Interest		Capital	Capital
Well location	Operation	Year	%		M$	M$
Abandon wells and future locations	Abandon 17 wells		66.6700		300.0	200.0
				Total	300.0	200.0

Note:   The above capital values are expressed in terms of current dollar values without escalation.

32

Table 4 Contact Prices & Costs

Summary of Company Reserves and Economics

Before Income Tax

September 1, 2013

SCNRG LLC

D.E.E.P. LEASE, CALIFORNIA

		N e t   T o   A p p r a i s e d    I n t e r e s t
		Reserves								Cumulative Cash Flow (BIT) - M$
		Light and Medium Oil		Heavy Oil		Sales Gas		NGL
		MSTB		MSTB		MMscf		Mbbls		Discounted at:
Description		Gross	Net	Gross	Net	Gross	Net	Gross	Net	Undisc.	5%/year	10%/year	15%/year	20%/year
Proved Developed Producing
Total         Monarch SS and Top Oil		0	0	2	2	0	0	0	0	64	61	57	54	52
Total Proved Developed Producing		0	0	2	2	0	0	0	0	64	61	57	54	52
Proved Undeveloped
12 Wells   Monarch SS		0	0	223	177	0	0	0	0	6,327	4,536	3,227	2,255	1,523
Total Proved Undeveloped		0	0	223	177	0	0	0	0	6,327	4,536	3,227	2,255	1,523
Total Proved		0	0	226	179	0	0	0	0	6,391	4,597	3,284	2,309	1,575
Probable
Probable Developed Producing
Total         Monarch SS and Top Oil	Incr.	0	0	1	1	0	0	0	0	40	34	30	26	23
Total Probable Developed Producing		0	0	1	1	0	0	0	0	40	34	30	26	23
Probable Undeveloped
12 Wells   Monarch SS	Incr.	0	0	112	88	0	0	0	0	6,114	4,910	4,013	3,331	2,804
Total Probable Undeveloped		0	0	112	88	0	0	0	0	6,114	4,910	4,013	3,331	2,804
Total Probable		0	0	113	89	0	0	0	0	6,154	4,944	4,043	3,357	2,827
Total Proved Plus Probable		0	0	339	268	0	0	0	0	12,545	9,541	7,327	5,666	4,402

M$ means thousands of United States dollars

Gross reserves are the total of the Lease's working and/or royalty interest share before deduction of royalties owned by others.

Net reserves are the total of the Lease's working and/or royalty interest share after deducting the amounts attributable to royalties owned by others.

Columns may not add precisely due to accumulative rounding of values throughout the report.

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GLOSSARY OF TERMS

(Abbreviations & Definitions)

General

BIT	-	Before Income Tax
AIT	-	After Income Tax
M$	-	Thousands of Dollars
Effective Date	-	The date for which the Present Value of the future cash flows and reserve categories are established
$US	-	United States Dollars
WTI	-	West Texas Intermediate – the common reference for crude oil used for oil price comparisons
ARTC	-	Alberta Royalty Tax Credit
GRP	-	Gas Reference Price

Interests and Royalties

BPO	-	Before Payout
APO	-	After Payout
APPO	-	After Project Payout
Payout	-	The point at which a participant’s original capital investment is recovered from its net revenue
GORR	-	Gross Overriding Royalty – percentage of revenue on gross revenue earned (can be an interest or a burden)
NC	-	New Crown – crown royalty on petroleum and natural gas discovered after April 30, 1974
SS 1/150 (5%-15%) Oil	-	Sliding Scale Royalty – a varying gross overriding royalty based on monthly production.  Percentage is calculated as 1-150th of monthly production with a minimum percentage of 5% and a maximum of 15%
FH	-	Freehold Royalty
P&NG	-	Petroleum and Natural Gas
Twp	-	Township
Rge	-	Range
Sec	-	Section

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Technical Data

psia	-	Pounds per square inch absolute
MSTB	-	Thousands of Stock Tank Barrels of oil (oil volume at 60 F and 14.65 psia)
MMscf	-	Millions of standard cubic feet of gas (gas volume at 60 F and 14.65 psia)
Bbls	-	Barrels
Mbbls	-	Thousands of barrels
MMBTU	-	Millions of British Thermal Units – heating value of natural gas
STB/d	-	Stock Tank Barrels of oil per day – oil production rate
Mscf/d	-	Thousands of standard cubic feet of gas per day – gas production rate
GOR (scf/STB)	-	Gas-Oil Ratio (standard cubic feet of solution gas per stock tank barrel of oil)
mKB	-	Metres Kelly Bushing – depth of well in relation to the Kelly Bushing which is located on the floor of the drilling rig.  The Kelly Bushing is the usual reference for all depth measurements during drilling operations.
EOR	-	Enhanced Oil Recovery
GJ	-	Gigajoules
Marketable or Sales Natural Gas	-	Natural gas that meets specifications for its sale, whether it occurs naturally or results from the processing of raw natural gas.  Field and plant fuel and losses to the point of the sale must be excluded from the marketable quantity.  The heating value of marketable natural gas may vary considerably, depending on its composition; therefore, quantities are usually expressed not only in volumes but also in terms of energy content.  Reserves are always reported as marketable quantities.
NGLs	-	Natural Gas Liquids – Those hydrocarbon components that can be recovered from natural gas as liquids, including but not limited to ethane, propane, butanes, pentanes plus, condensate, and small quantities of non-hydrocarbons.
Raw Gas	-	Natural gas as it is produced from the reservoir prior to processing.  It is gaseous at the conditions under which its Volume is measured or estimated and may include varying amounts of heavier hydrocarbons (that may liquefy at atmospheric conditions) and water vapour; may also contain sulphur and other non-hydrocarbon compounds.  Raw natural gas is generally not suitable for end use.

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November 22, 2013

Chapman Petroleum Engineering Ltd.

445, 708 – 11 Avenue SW

Calgary, AB

T2R OE4

Dear Sir:

Re:   Company Representation Letter                            

Regarding the evaluation of our Company's oil and gas reserves and independent appraisal of the economic value of these reserves for the year ended August 31, 2013, (the effective date), we herein confirm to the best of our knowledge and belief as of the effective date of the reserves evaluation, and as applicable, as of today, the following representations and information made available to you during the conduct of the evaluation:

1.  We, SCNRG LLC, (the Client) have made available to you, Chapman Petroleum Engineering Ltd. (the Evaluator) certain records, information, and data relating to the evaluated properties that we confirm is, with the exception of immaterial items, complete and accurate as of the effective date of the reserves evaluation, including the following:

•  Accounting, financial, tax and contractual data

•  Asset ownership and related encumbrance information;

•  Details concerning product marketing, transportation and processing arrangements;

•  All technical information including geological, engineering and production and test data;

•  Estimates of future abandonment and reclamation costs.

2. We confirm that all financial and accounting information provided to you is, to the best of our knowledge, both on an individual entity basis and in total, entirely consistent with that reported by our Company for public disclosure and audit purposes.

3. We confirm that our Company has satisfactory title to all of the assets, whether tangible, intangible, or otherwise, for which accurate and current ownership information has been provided.

4.  With respect to all information provided to you regarding product marketing, transportation, and processing arrangements, we confirm that we have disclosed to you all anticipated changes, terminations, and additions to these arrangements that could reasonably be expected to have a material effect on the evaluation of our Company's reserves and future net revenues.

SCNRG

326 Pacific Coast HWY, Suite 102

Redondo Beach, CA 90277

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5. Withthe possible exception of items of an immaterial nature, we confirm the following as of the effective date of the evaluation:

• For all operated properties that you have evaluated, no changes have occurred or are reasonably expected to occur to the operating conditions or methods that have been used by our Company over the past twelve (12) months, except as disclosed to you.  In the case of non-operated properties, we have advised you of any such changes of which we have been made aware.

•  All regulatory, permits, and licenses required to allow continuity of future operations and production from the evaluated properties are in place and, except as disclosed to you, there are no directives, orders, penalties, or regulatory rulings in effect or expected to come into effect relating to the evaluated properties.

•  Except as disclosed to you, the producing trend and status of each evaluated well or entity in effect throughout the three-month period preceding the effective date of the evaluation are consistent with those that existed for the same well or entity immediately prior to this three month period.

•  Except as disclosed to you, we have no plans or intentions related to the ownership, development or operation of the evaluated properties that could reasonably be expected to materially affect the production levels or recovery of reserves from the evaluated properties.

• If material changes of an adverse nature occur in the Company's operating performance subsequent to the effective date and prior to the report date, we will inform you of such material changes prior to requesting your approval for any public disclosure of reserves information.

6.  We hereby confirm that our Company is in material compliance with all Environmental Laws and does not have any Environmental Claims pending.

Between the effective date of the report and the date of this letter, nothing has come to our attention that has materially affected or could affect our reserves and economic value of these reserves that has not been disclosed to you.

Yours very truly,

Darren Katic, Manager

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