UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2011
. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
Commission File Number: 000-52970
WILLOW CREEK ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 27-3231761 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
7251 W. Lake Mead Blvd., Suite 300
Las Vegas, Nevada 89128
(Address of principal executive offices)
(310) 600-8757
(Registrants telephone number)
with a copy to:
Carrillo, Huettel & Zouvas, LLP
3033 Fifth Ave. Suite 400
San Diego, CA 92103
Telephone (619) 546-6100
Facsimile: (619) 546-6060
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 preceding 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. Yes X . 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes . No .No (Not required)
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 | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .
As of April 4, 2011, there were 269,837,040 shares of the Registrants $0.001 par value common stock issued and outstanding.
WILLOW CREEK ENTERPRISES, INC.*
TABLE OF CONTENTS
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PART I | FINANCIAL INFORMATION |
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ITEM 1. | FINANCIAL STATEMENTS | 3 |
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 13 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 16 |
ITEM 4. | CONTROLS AND PROCEDURES | 17 |
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PART II | OTHER INFORMATION |
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ITEM 1. | LEGAL PROCEEDINGS | 17 |
ITEM 1A. | RISK FACTORS | 17 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 17 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 18 |
ITEM 4. | [REMOVED AND RESERVED] | 18 |
ITEM 5. | OTHER INFORMATION | 18 |
ITEM 6. | EXHIBITS | 18 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Willow Creek Enterprises, Inc. (the Company), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words may, will, should, expect, anticipate, estimate, believe, intend, or project or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "WLOC" refers to Willow Creek Enterprises, Inc.
2
PART I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Index
Unaudited Consolidated Balance Sheets
4
Unaudited Consolidated Statements of Operations
5
Unaudited Consolidated Statements of Cash Flows
6
Unaudited Consolidated Statements of Stockholders Deficit
7
Notes to the Consolidated Financial Statements
8
3
WILLOW CREEK ENTERPRISES, INC. | ||
(An Exploration Stage Company) | ||
CONSOLIDATED BALANCE SHEETS | ||
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| (Unaudited) |
| (Audited) |
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| February 28, 2011 |
| August 31, 2010 |
ASSETS |
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Current Assets: |
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Cash and cash equivalents | $ | 284,872 | $ | - |
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Total Current Assets |
| 284,872 |
| - |
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Mineral rights |
| 63,851 |
| - |
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TOTAL ASSETS | $ | 348,723 | $ | - |
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LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |
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Current Liabilities: |
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Accounts payable & accrued liabilities | $ | 36,756 | $ | 45,031 |
Loans payable |
| 20,460 |
| 21,635 |
Subscription proceeds |
| - |
| - |
TOTAL CURRENT LIABILITIES |
| 57,216 |
| 66,666 |
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Commitments and contingencies |
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Stockholders Equity (Deficit): |
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Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding |
| - |
| - |
Common stock, $0.001 par value, 300,000,000 shares authorized, 67,459,260 and 167,199,986 shares issued and outstanding February 28, 2011 and August 31, 2010 respectively |
| 67,549 |
| 167,200 |
Additional paid in capital |
| 1,923,541 |
| 1,323,800 |
Deficit accumulated during the exploration stage |
| (1,699,583) |
| (1,557,666) |
TOTAL STOCKHOLDERS EQUITY (DEFICIT) |
| 291,507 |
| (66,666) |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | $ | 348,723 | $ | - |
4
WILLOW CREEK ENTERPRISES, INC. |
(An Exploration Stage Company) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
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| For the three months ended |
| For the three months ended |
| For the six months ended |
| For the six months ended |
| For the Period From January 16, 2007 (Inception) to |
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| February 28, 2011 |
| February 28, 2010 |
| February 28, 2011 |
| February 28, 2010 |
| February 28, 2011 |
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Revenues | $ | - | $ | - | $ | - | $ | - | $ | - |
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Operating expenses: |
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Professional fees |
| 15,000 |
| 22,935 |
| 25,710 |
| 25,935 |
| 1,496,211 |
Mineral rights impairment |
| 0 |
| - |
| 49,023 |
| - |
| 49,023 |
General and administrative |
| 32,759 |
| 2,322 |
| 67,184 |
| 2,506 |
| 154,349 |
Total operating expenses |
| 47,759 |
| 25,257 |
| 141,917 |
| 28,441 |
| 1,699,583 |
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Net loss before income taxes |
| (47,759) |
| (25,257) |
| (141,917) |
| (28,441) |
| (1,699,583) |
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Benefit for income taxes |
| - |
| - |
| - |
| - |
| - |
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Net loss | $ | (47,759) | $ | (25,257) | $ | (141,917) | $ | (28,441) | $ | (1,699,583) |
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Weighted average number of hares outstanding during the period basic and diluted |
| 67,382,036 |
| 165,199,986 |
| 120,007,255 |
| 165,199,986 |
| 120,007,255 |
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Net loss per share basic and diluted | $ | (0) | $ | (0) | $ | (0) | $ | (0) | $ | (0) |
5
WILLOW CREEK ENTERPRISES, INC. |
(An Exploration Stage Company) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
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| For the six months ended |
| For the six months ended |
| For the Period From January 16, 2007 (Inception) to |
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| February 28, 2011 |
| February 28, 2010 |
| February 28, 2011 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss | $ | (141,917) | $ | (28,441) | $ | (1,650,560) |
Adjustment to reconcile net (loss) income to net cash provided by operating activities: |
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Mineral rights impairment loss |
| 49,023 |
| - |
| 49,023 |
Changes in current assets and liabilities: |
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Issuance of common stock for services rendered |
| - |
| - |
| 1,400,000 |
Accounts payable & accrued liabilities |
| (8,185) |
| 28,111 |
| 36,846 |
Net cash used in operating activities |
| (101,079) |
| (330) |
| (164,691) |
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CASH FLOWS TO INVESTING ACTIVITIES: |
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Mineral rights acquisition |
| (63,851) |
| - |
| (63,851) |
Net cash used by investing activities |
| (112,874) |
| - |
| (112,874) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from subscriptions of common stock |
| 500,000 |
| - |
| 591,000 |
Proceeds from loans payable |
| (1,175) |
| - |
| 20,460 |
Net cash provided by financing activities |
| 498,825 |
| - |
| 611,460 |
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CHANGE IN CASH |
| 284,872 |
| (330) |
| 284,872 |
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
| - |
| 330 |
| - |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 284,872 | $ | - | $ | 284,872 |
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SUPPLEMENTARY DISCLOSURE OF CASH FLOW |
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INFORMATION |
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Cash paid for income taxes | $ | - | $ | - | $ | - |
Cash paid for interest expense | $ | - | $ | - | $ | - |
SUPPLEMENTARY NON-CASH FINANCING AND |
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INVESTING ACTIVITIES |
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Share Issuance of common shares for services | $ | - | $ | - | $ | 1,400,000 |
6
WILLOW CREEK ENTERPRISES, INC.
(A Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the period of January 16, 2007(inception)
through February 28, 2011
NOTE 1 - NATURE OF OPERATIONS
Willow Creek Enterprises, Inc. (Company) was incorporated in the State of Delaware on January 16, 2007. The Company was organized to explore mineral properties.
NOTE 2 GOING CONCERN
These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of February 28, 2011, the Company had $ in cash, a working capital deficit of $ and stockholders equity deficit of $ and accumulated net losses of $ since inception. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, to develop commercially viable mining reserves, and ultimately to establish profitable operations.
Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans. Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations. The Company is not currently earning any revenues.
Interim Reporting
While the information presented in the accompanying interim six months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the August 31, 2010 audited annual financial statements of Willow Creek Enterprises, Inc. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Companys audited August 31, 2010 annual financial statements.
Operating results for the six months ended February 28, 2011 are not necessarily indicative of the results that can be expected for the year ended August 31, 2011.
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company as defined by FASB ASC 915 Accounting and Reporting by Development Stage Enterprises.
The accompanying unaudited consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Item 310(b) of Regulation S-B. They do not include all information and notes required by generally accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the report on Form 10-K of Willow Creek Enterprises, Inc. for the year ended August 31, 2010. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended February 28, 2011 are not necessarily indicative of the results that should be expected for any interim period or the entire year. For further information, these consolidated financial statements and the related notes should be read in conjunction with the Companys audited financial statements for the year ended August 31, 2010 included in the Companys report on Form 10-K
7
WILLOW CREEK ENTERPRISES, INC.
(A Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the period of January 16, 2007(inception)
through February 28, 2011
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Willow Creek Development, Inc. a company incorporated under the Company Act of Alberta on August 28, 2007. All inter-company transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Regulatory Matters
The Company and its mineral property interests are subject to a variety of Unitrd States and State regulations governing land use, health, safety and environmental matters. The Companys management believes it has been in substantial compliance with all such regulations, and is unaware of any pending action or proceeding relating to regulatory matters that would affect the financial position of the Company.
Impaired Asset Policy
The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in FASB ASC 360, "Accounting for the Impairment or Disposal of Long-lived Assets". The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.
Start-up Expenses
The Company has adopted FASB ASC 720 "Reporting the Costs of Start-up Activities," which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from inception on January 16, 2007 to February 28, 2011.
Mineral Property Costs
Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. From that time forward, the Company will capitalize all costs to the extent that future cash flows from mineral resources equal or exceed the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. Costs related to site restoration programs will be accrued over the life of the project. To date, the Company has not established any proven reserves on its mineral properties.
Foreign Currency Translation
The Companys functional currency is the United States dollar as substantially all of the Companys operations are in United States. The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (SEC) and in accordance with the FASB ASC 830 Foreign Currency Matters.
Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in stockholders equity, if applicable. There were no translation adjustments as of February 28, 2011.
8
WILLOW CREEK ENTERPRISES, INC.
(A Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the period of January 16, 2007(inception)
through February 28, 2011
Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. If applicable, exchange gains and losses are included in other items on the consolidated statements of operations. There were no exchange gains or losses as of February 28, 2011.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of six months or less to be cash equivalents.
Stock-Based Compensation
The Company accounts for stock options issued to employees in accordance with the provisions of FASB ASC 718, Stock Compensation. As such, compensation cost is measured on the date of grant as the excess of current market price of the underlying stock over the exercise price. Such compensation amounts are amortized over the respective vesting periods of the option grant. The Company adopted the disclosure provisions of FASB ASC 718, Accounting for Stock-Based Compensation, and FASB ASC 718, which allows entities to provide pro forma net income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-valued based method has been applied.
The Company accounts for stock options or warrants issued to non-employees for goods or services in accordance with the fair value method of FASB ASC 718. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using an options pricing model.
Basic and Diluted Loss Per Share
The Company computed basic and diluted loss per share amounts for February 28, 2011 pursuant to the FASB ASC 260, Earnings per Share. There are no potentially dilutive shares outstanding; accordingly, dilutive and basic per share amounts are the same.
Fair Value of Financial Instruments
FASB ASC 820, Disclosures about Fair Value of Financial Instruments, (requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation. The Companys only financial instrument is cash. The fair value of cash approximates its carrying value due to the short maturities.
Comprehensive Loss
FASB ASC 220, Reporting Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of February 28, 2011 the Company has no items that represent comprehensive loss and therefore, has not included a schedule of comprehensive loss in financial statements.
Income Taxes
Income taxes are recognized in accordance with FASB ASC 740 "Accounting for Income Taxes", whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.
9
WILLOW CREEK ENTERPRISES, INC.
(A Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the period of January 16, 2007(inception)
through February 28, 2011
Recent Accounting Pronouncements
In October 2010, the FASB issued Accounting Standard Update No. 2010-26 (ASU No. 2010-26) Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts. ASU No. 2010-26 addresses diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. Costs that meet the definition of acquisition costs, as stated in the Master Glossary of the FASB Accounting Standards Codification, are typically recognized as assets and are commonly referred to as deferred acquisition costs. The amendments in this update affect insurance entities that are within the scope of Topic 944 Financial Services Insurance (which includes but is not limited to stock life insurance entities, mutual life insurance entities, and property and liability insurance entities), that incur costs in the acquisition of new and renewal insurance contracts. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The amendments in this update should be applied prospectively upon adoption. Retrospective application to all prior periods presented upon the date of adoption also is permitted, but not required. Early adoption is permitted, but only at the beginning of an entitys annual reporting period. The Company is evaluating the impact ASU No. 2010-26 will have on the [consolidated] financial statements.
In December 2010, the FASB issued Accounting Standard Update No. 2010-27 (ASU No. 2010-27) Other Expenses (Topic 720). ASU No. 2010-27 addresses questions concerning how pharmaceutical manufacturers should recognize and classify in their income statements fees mandated by the Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act (the Acts). The amendments in this update specify that the liability for the fee should be estimated and recorded in full upon the first qualifying sale with a corresponding deferred cost that is amortized to expense using a straight-line method of allocation unless another method better allocates the fee over the calendar year that is payable. The amendments in this update are effective for calendar years beginning after December 31, 2010, when the fee initially becomes effective. The Company is evaluating the impact ASU No. 2010-27 will have on the [consolidated] financial statements.
In December 2010, the FASB issued Accounting Standard Update No. 2010-28 (ASU No. 2010-28) Intangibles Goodwill and Other (Topic 350). ASU No. 2010-28 addresses questions about entities with reporting units with zero or negative carrying amounts because some entities concluded that Step 1 of the goodwill impairment test, as stated in Topic 350, is passed in those circumstances because the fair value of their reporting unit will generally be greater than zero. The amendments in this update do not provide guidance on how to determine the carrying amount or measure the fair value of the reporting unit. The amendments in this update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For public entities, the amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is permitted. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities may early adopt the amendments using effective date for public entities. The Company is evaluating the impact ASU No. 2010-28 will have on the [consolidated] financial statements.
In December 2010, the FASB issued Accounting Standard Update No. 2010-29 (ASU No. 2010-29) Business Combinations (Topic 805). ASU No. 2010-29 addresses the diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The Company is evaluating the impact ASU No. 2010-29 will have on the [consolidated] financial statements.
In January 2011, the FASB issued Accounting Standard Update No. 2011-01 (ASU No. 2011-01) Receivable (Topic 310). The amendments in this Update temporarily delay the effective date of the disclosures about troubled debt restructurings in Update 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011.
In February 2011, the FASB issued Accounting Standard Update No. 2011-02 (ASU No. 2011-02) Receivables (Topic 310).
10
WILLOW CREEK ENTERPRISES, INC.
(A Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the period of January 16, 2007(inception)
through February 28, 2011
A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Companys [consolidated] financial statements.
NOTE 4 MINERAL LEASES AND CLAIMS
On August 28, 2007, the Company acquired a 100% interest in numerous claims known as the Lori Mamquam Property and is located in the Vancouver Mining Division, British Columbia. The claims were purchased for $6,000 cash and have been included in general and administrative expenses. As of February 28, 2011 the company has not renewed these claims and has abandoned the property.
On October 9, 2010, the Company entered into that certain Minerals Lease and Agreement (the Agreement") with MinQuest, Inc., a Nevada S Corporation ("MinQuest"), giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as Dolly Varden South (theProperty), situated in Elko County, Nevada for a term of twenty (20) years (the Term) with the right to renew. As consideration, the Company shall pay ten thousand dollars ($10,000) upon execution of the Agreement, and an annual payment of ten thousand dollars ($10,000) for the remainder of the Term. Additionally, pursuant to the Agreement, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the Agreement.
On November 17, 2010, the Company entered into a Minerals Lease and Agreement (the Agreement") with MinQuest, Inc., a Nevada corporation ("MinQuest") whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (7) years on various unpatented mining claims situated in Lyon County, Nevada collectively known as the Hercules Property. As consideration for the leased mineral rights the Company shall pay an aggregate of $290,000 over the term of the lease and shall provide $3,500,000 in work commitments over the term of the Agreement. Additionally, MinQuest is entitled to receive a 3% royalty from all mineral production derived from the exploration and development of the Hercules Property.
NOTE 5 STOCKHOLDERS EQUITY
Between January 16, 2007 and August 31, 2007 the company received one subscription from the companys sole officer and director totaling a cash proceeds of $5,000 and the issuance of 105,000,000 common shares.
Between January 16, 2007 and August 31, 2007 the company received subscriptions from 45 non affiliate shareholders, totaling cash proceeds of $86,000 and the issuance of 60,199,986 common shares.
On February 23, 2010 the Company completed a 21-1 forward split of the companys issued and outstanding common shares, bringing the total of issued common shares to 165,199,986 from 7,866,666.
On August 10, 2010 the Company Issued 2,000,000 shares of restricted common stock to the Companys new incoming President there was no cash consideration paid for these shares and have been valued at $0.70 the trading value on the day the agreement was entered at $1,400,000.
On September 21, 2010, Willow Creek Enterprises, Inc., a Delaware corporation , (the Company) announced that it is in the process of completing a non-broker private placement, subject to market and other conditions, of $500,000 (the Private Placement). The Private Placement consists of 40 Units (each unit) offered at $12,500 per unit, with each Unit being comprised of 25,000 shares of the companys common stock and common stock purchase warrant(for 2010 warrant) for the purchase of 12,500 shares of the companys common stock at $0.75 per share.
The Private Placement agreements contain standard representations, and warranties and affirmative and negative covenants.
On October 22, 2010 the Company retired a total of 100,000,000 common restricted shares owned by the Companys former president.
As of November 30, 2011 the Company received a total of $151,224 as subscription proceeds for a private placement that was subsequently completed on December 16, 2010.
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WILLOW CREEK ENTERPRISES, INC.
(A Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the period of January 16, 2007(inception)
through February 28, 2011
On December 16, 2010 the company completed a private placement for $250,000.
The Private Placement consists of up to 40 Units (each unit) offered at $12,500 per unit, with each Unit being comprised of 25,000 shares of the companys common stock and common stock purchase warrant(for 2010 warrant) for the purchase of 12,500 shares of the companys common stock at $0.75 per share.
On January 11, 2011, Willow Creek Enterprises, Inc., a Delaware corporation, (the Company) accepted, per the terms of the Stock Purchase Agreement, $250,000 from Duke Holdings Ltd. in exchange for: i) 107,759 shares of the Companys common stock priced at $2.32 per share, par value $0.001, and ii) a six (3) year warrant to purchase additional shares of the Companys common stock priced at $2.40 per share, par value $0.001.
NOTE 6 - LOANS PAYABLE
As of February 28, 2011, the Company owed loans in the amount of $20,460 to an unrelated third party. The funds are non interest bearing, unsecured, and do not have any specific repayment terms.
NOTE 7 SUBSEQUENT EVENTS
On March 29, 2011the Company filed on Form 8-K, a Technical and Reserve report on the Hercules Property with Securities and Exchange Commission
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
| At February 28, 2011 | At November 30, 2010 |
Current Assets | $284,872 | $34,706 |
Current Liabilities | $57,216 | $195,530 |
Working Capital (Deficit) | $348,723 | $(160,824) |
Cash Flows
| Six Months Ended | Six Months Ended |
| February 28, 2011 | February 28, 2010 |
Cash Flows from (used in) Operating Activities | $101,079 | $(330) |
Cash Flows from (used in) Investing Activities | 112,874 |
|
Cash Flows from (used in) Financing Activities | $17,255 | - |
Net Increase (decrease) in Cash During Period | $(330) | $(330) |
The Increase in our working capital surplus at February 28, 2011 from the period ended February 28, 2010 is reflective of the current state of our business development, primarily due to the increase in our ability to raise additional capital financing
As of February 28, 2011, we had cash on hand of $284,872. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.
Operating Revenues
We have not generated any revenues since inception.
Operating Expenses and Net Loss
Operating expenses for the period ended February 28, 2011 was $47,759 compared with $25,257 for the period ended February 28, 2010. The increase in operating expenditures was attributed to higher amounts of professional fees relating to the Companys filings .
Net loss for the period ended February 28, 2011 was $47,759 compared with $25,257 for the period ended February 28, 2010. The overall increase in net loss of $47,759 was attributed to in net loss was attributed to professional services incurred with the Companys SEC filings including accounting, audit, and legal services.
Liquidity and Capital Resources
As at February 28, 2011, the Companys cash balance was $284,872 compared to $330 as at February 28, 2010 and its total assets were $348,723 compared with $330 as at February 28, 2010. The increase in total assets is attributed to our ability to raise additional capital financing.
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As at February 28, 2011, the Company had total liabilities of $57,216 compared with total liabilities of 25,257 as at February 28, 2010. The decrease in total liabilities was attributed to decreases in accounts payable and accrued liabilities .
As at February 28, 2011, the Company had working capital of $291,507 compared with a working capital deficit of $25,257 as at February 28, 2010. The increase in working capital was attributed to attributed to our ability to raise additional capital financing
Cashflow from Operating Activities
During the period ended February 28, 2011, the Company used $101,079 of cash for operating activities compared to the use of $330 of cash for operating activities during the period ended February 28, 2010. The increase in cashflows used for operating activities is attributed to the fact that the Company received financing .
Cashflow from Investing Activities
During the periods ended February 28, 2011, the Company had 112,874 related to investing activities.
Cashflow from Financing Activities
During the period ended February 28, 2011, the Company received $498,825 of cash from financing activities compared to $0 for the period ended February 28, 2010. The increase in cashflows provided from financing activities is based on the fact that the Company received $498,825 of cash from financing activities
Quarterly Developments
On February 7, 2011, the Company entered into a Minerals Lease and Agreement (the MinQuest Agreement) with MinQuest, Inc., a Nevada S Corporation ("MinQuest"), giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as the Gilman Gold Property (the Property), situated in Lander County, Nevada, for a term of twenty (20) years with the right to renew. As consideration, the Company shall pay MinQuest ten thousand dollars ($10,000) upon execution of the MinQuest Agreement, and will pay an annual payment of the Base Rent plus any applicable annual rent increases in accordance with all of the other terms and conditions of the MinQuest Agreement, for the remainder of the term. Additionally, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the MinQuest Agreement.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.
Critical Accounting Policies
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the financial statements included in this Quarterly Report.
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Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.
Exploration Stage Enterprise
Our financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (SFAS 7), Accounting and Reporting for Development Stage Enterprises, as we devote substantially all of our efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, we will continue to prepare our financial statements and related disclosures in accordance with entities in the exploration stage.
Cost of Maintaining Mineral Properties
We do not accrue the estimated future costs of maintaining our mineral properties in good standing.
Mineral Property Acquisition Payments and Exploration Costs
We record our interest in mineral properties at cost. We expense all costs incurred on mineral properties to which we have secured exploration rights, other than acquisition costs, prior to the establishment of proven and probable reserves. If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized.
We regularly perform evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of our investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.
Exploration Expenditures
We follow a policy of expensing exploration expenditures until a production decision in respect of the project and we are reasonably assured that it will receive regulatory approval to permit mining operations which may include the receipt of a legally binding project approval certificate.
Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that we will continue exploration on such project. We do not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are reevaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.
If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.
Our exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. We have made, and expect to make in the future, expenditures to comply with such laws and regulations.
The accumulated costs of properties that are developed in the stage of commercial production will be amortized to operations through unit-of-production depletion.
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Recently Issued Accounting Pronouncements
In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives. The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entitys first fiscal quarter beginning after issuance of this Update. The Company adoption of provisions of ASU 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.
In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), Consolidation (Topic 810): Amendments for Certain Investment Funds. The amendments in this Update are effective as of the beginning of a reporting entitys first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Companys adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.
In February 2010, the FASB issued ASU No. 2010-09 Subsequent Events (ASC Topic 855) Amendments to Certain Recognition and Disclosure Requirements (ASU No. 2010-09). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Companys financial position and results of operations.
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 amends FASB Accounting Standards Codification (ASC) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Companys financial statements.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Companys consolidated financial statements.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Companys consolidated financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2011. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective. Please refer to our Annual Report on Form 10-K as filed with the SEC on December 13, 2010, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Managements Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of February 28, 2011. 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. Our management has concluded that, as of February 28, 2011, our internal control over financial reporting is not effective based on these criteria, due to material weaknesses resulting from not having an Audit Committee or financial expert on our Board of Directors and our failure to maintain appropriate cash controls.
Changes In Internal Control and Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A.
RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1.
Quarterly Issuances:
During the quarter, we did not issue any unregistered securities other than as previously disclosed.
2.
Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.
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ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
[REMOVED AND RESERVED]
ITEM 5.
OTHER INFORMATION
On January 14, 2011, the Company effectuated a 4-for-1 forward split of its issued and outstanding common shares, whereby every one old share of common stock was exchanged for four new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock increased from 67,199,986 prior to the forward split to 268,799,944 following the forward split. FINRA confirmed approval of the forward split, payable as a dividend to shareholders as of January 11, 2011. The forward split shares are payable upon surrender of certificates to the Company's transfer agent.
ITEM 6.
EXHIBITS
Exhibit Number | Description of Exhibit | Filing |
3.01 | Articles of Incorporation | Filed with the SEC on November 15, 2007 as part of our Registration Statement on Form SB-2. |
3.02 | Bylaws | Filed with the SEC on November 15, 2007 as part of our Registration Statement on Form SB-2. |
10.01 | Employment Agreement between Willow Creek Enterprises, Inc. and Terry Fields dated August 9, 2010 | Filed with the SEC on August 16, 2010 as part of our Current Report on Form 8-K. |
10.02 | Form of Securities Purchase Agreement | Filed with the SEC on September 22, 2010 as part of our Current Report on Form 8-K. |
10.03 | Form of Common Stock Purchase Warrant | Filed with the SEC on September 22, 2010 as part of our Current Report on Form 8-K. |
10.04 | Minerals Lease and Agreement between Willow Creek Enterprises, Inc. and MinQuest, Inc. dated October 9, 2010 | Filed with the SEC on October 21, 2010 as part of our Current Report on Form 8-K. |
10.05 | Minerals Lease and Agreement between Willow Creek Enterprises, Inc. and MinQuest, Inc. dated November 17, 2010 | Filed with the SEC on December 2, 2010 as part of our Current Report on Form 8-K. |
10.06 | Stock Purchase Agreement between Willow Creek Enterprises, Inc. and Duke Holdings Ltd. dated December 15, 2010 | Filed with the SEC on December 16, 2010 as part of our Current Report on Form 8-K. |
10.07 | Stock Purchase Agreement between Willow Creek Enterprises, Inc. and Duke Holdings Ltd. dated January 11, 2011 | Filed with the SEC on January 21, 2011 as part of our Current Report on Form 8-K. |
10.08 | Warrant between Willow Creek Enterprises, Inc. and Duke Holdings Ltd. dated January 11, 2011 | Filed with the SEC on January 21, 2011 as part of our Current Report on Form 8-K. |
10.09 | Minerals Lease and Agreement between Willow Creek Enterprises, Inc. and MinQuest, Inc. dated February 7, 2011 | Filed with the SEC on February 15, 2011 as part of our Current Report on Form 8-K. |
14.01 | Code of Ethics | Filed with the SEC on November 15, 2007 as part of our Registration Statement on Form SB-2. |
31.01 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | Filed herewith. |
31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | Filed herewith. |
32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| WILLOW CREEK ENTERPRISES, INC. | |
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Dated: April 19, 2011 |
| By: /s/ Terry Fields | |
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| Terry Fields | |
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| Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer | |
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Exhibit 31.01
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Terry Fields, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Willow Creek Enterprises, Inc.;
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.
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control 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 us 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 our 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 registrants disclosure controls and procedures and presented in this report our 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 registrants internal control over financial reporting that occurred during the registrants 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 registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: April 18, 2011
/s/ Terry Fields
By: Terry Fields
Its: Principal Executive Officer
Exhibit 31.02
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I, Terry Fields, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Willow Creek Enterprises, Inc.;
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.
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control 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 us 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 our 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 registrants disclosure controls and procedures and presented in this report our 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 registrants internal control over financial reporting that occurred during the registrants 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 registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: April 18, 2011
/s/ Terry Fields
By: Terry Fields
Its: Principal Financial Officer
Exhibit 32.01
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 Quarterly Report of Willow Creek Enterprises, Inc. (the Company) on Form 10-Q for the period ending February 28, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Terry Fields, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(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 result of operations of the Company.
/s/ Terry Fields
By: Terry Fields
Chief Executive Officer and Chief Financial Officer
Dated: April 18, 2011
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.