10-K 1 tenk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

(Mark One)

[X] Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the fiscal year ended August 31, 2009

[ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period from _______________ to _______________

COMMISSION FILE NUMBER 000-52970

WILLOW CREEK ENTERPRISES, INC.

(Name of small business issuer in its charter)



DELAWARE	Applied for
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6 Carmel Court
Sherwood Park AB

(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number 780-416-7777



Securities registered under Section 12(b) of the Exchange Act:	NONE.
Securities registered under Section 12(g) of the Exchange Act:	Shares of Common Stock, $0.001 Par Value Per Share.

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act 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. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained
in this form, and no disclosure will 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.[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [X] No

State issuer’s revenues for its most recent fiscal year. $NIL

State the aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the average bid and
asked price of such common equity, as of a specified date within the past 60 days.

(See definition of affiliate in Rule 12b-2 of the Exchange Act.):

$236,000 based on the last sale price of $0.03 per share

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the
latest practicable date. 7,866,666 common shares issued and outstanding

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

TABLE OF CONTENTS



PART I
ITEM 1.		BUSINESS
ITEM 1A.		RISK FACTORS
ITEM 2.		PROPERTIES
ITEM 3.		LEGAL PROCEEDINGS
ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5.		MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6.		SELECTED FINANCIAL DATA
ITEM 7.		MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A.		CONTROLS AND PROCEDURES
ITEM 9B.		OTHER INFORMATION
PART III
ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
ITEM 11.		EXECUTIVE COMPENSATION
ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14.		PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15.		EXHIBITS
		SIGNATURES

PART I

Certain statements contained in this Annual Report on Form 10-K constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis or Plan of Operation” and elsewhere in this Annual Report. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

As used in this Annual Report, the terms “we,” “us,” “our,” “Willow” and the “Company” mean Willow Creek Enterprises, Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

ITEM 1. BUSINESS.

CORPORATE BACKGROUND

We were incorporated on, January 16, 2007 under the laws of the State of Delaware. We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We currently own a 100% undivided interest in a mineral we call the Lori/ Mamquam Property. We have completed Phase I of our exploration program on the Lori /Mamquam, which included Prospecting, and sampling over known mineralized zones. Our Consulting Geologist has recommended that we proceed to Phase II of our exploration program based on the results of Phase I

Compliance with Government Regulations

Additionally, if we decide to continue with the acquisition and exploration of mineral properties we will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals.

All mineral exploration activities carried out on a mineral claim or mining lease must be done in compliance with in the jurisdictions Bureau of Mines. This applies to all mines during exploration, development, construction, production, closure, reclamation and abandonment. It outlines the powers of the Chief Inspector of Mines, to inspect mines, the procedures for obtaining permits to commence work in, on or about a mine and other procedures to be observed at a mine.

Additionally, the provisions of the Health, Safety and Reclamation Code for mines contain standards for employment, occupational health and safety, accident investigation, work place conditions, protective equipment, training programs, and site supervision. Also, the Mineral Exploration Code contains standards for exploration activities including construction and maintenance, site preparation, drilling, trenching and work in and about a water body.

Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. If the exploration activities require the falling of timber, then either a free use permit or a license to cut must be issued by the state. Items such as waste approvals may be required from the State if the proposed exploration activities are significantly large enough to warrant them. Waste approvals refer to the disposal of rock materials removed from the earth which must be reclaimed. An environmental impact statement may be required.

In addition, we will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or on us in the event a potentially economic deposit is discovered.

If we anticipate disturbing ground during our mineral exploration activities, we may be required to make an application to the State for a permit. We do not anticipate any difficulties in obtaining a permit, if needed. Initial exploration activities (grid establishment, geological mapping, soil sampling, geophysical surveys) do not involve ground disturbance and as a result do not, at this time, require a work permit. Any follow-up trenching and/or drilling will require permits, applications for which will be submitted well in advance of the planned work.

If we enter the production phase, of which there is no assurance, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. The regulatory requirements that we will have to meet will likely include:



	(i)	Ensuring that any water discharge meets drinking water standards;
	(ii)	Dust generation will have to be minimal or otherwise re-mediated;
	(iii)	Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;
	(iv)	All material to be left on the surface will need to be environmentally benign;
	(v)	Ground water will have to be monitored for any potential contaminants;



	(vi)	The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and
	(vii)	There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

Competition

We are an exploration stage company. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral

properties.

Employees

We have no employees other than our executive officers and directors as of the date of this Annual Report on Form 10-K. We conduct our business largely through agreements with consultants and arms length persons.

Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

ITEM 1A. RISKS AND UNCERTAINTIES

If we do not obtain additional financing, our business plan will fail.

Our current operating funds are estimated to be sufficient to complete the first and second phase of exploration on our mining claim. However, we will need to obtain additional financing in order to complete our business plan. Our business plan calls for significant expenses in connection with the exploration of our mining claim. We have not made arrangements to secure any additional financing.

Because our President, Secretary, Treasurer and director, Sidney Swick, owns 63.56 % of our outstanding common stock, investors may find that corporate decisions controlled by Mr. Swick are inconsistent with the interests of other stockholders.

Sidney Swick, our President, and Secretary and Treasurer owns 63.56% of issued and outstanding shares of our common stock. Accordingly, in accordance with our Articles of Incorporation and Bylaws, Mr. Swick is able to control who is elected to our board of directors and thus could act, or could have the power to act, as our management. Since Mr. Swick is not simply a passive investor but is also one of our active executives, his interests as an executive may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. Swick exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of our board of directors. Also, due to his stock ownership position, Mr. Swick will have:

(i) the ability to control the outcome of most corporate actions requiring stockholder approval, including amendments to our Articles of Incorporation; (ii) the ability to control corporate combinations or similar transactions that might benefit minority stockholders which may be rejected by Mr. Swick to their detriment, and (iii) control over transactions between him and Willow Creek..

We may conduct further offerings in the future in which case investors’ shareholdings will be diluted.

Since our inception, we have relied on equity sales of our common stock to fund our operations. We may conduct additional equity offerings in the future to finance any future business projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, investors’ percentage interest in us will be diluted. The result of this could reduce the value of their stock.

Because of the speculative nature of mineral exploration, there is substantial risk that no commercially viable mineral deposits will be found.

Exploration for commercially viable mineral deposits is a speculative venture involving substantial risk. We cannot provide investors with assurance that our mining claim contains commercially viable mineral deposits. The exploration program that we will conduct on our claim may not result in the discovery of commercial viable mineral deposits. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts

In such a case, we may be unable to complete our business plan and you could lose your entire investment in this offering.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. We currently have no such insurance nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets resulting in the loss of your entire investment in this offering.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

The shares of our common stock constitute “penny stocks” under the Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

The "penny stock" rules adopted by the SEC under the Exchange Act subjects the sale of the shares of our common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.

Legal remedies, which may be available to an investor in "penny stocks,” are as follows:



(a)	if "penny stock" is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.
(b)	if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages.
(c)	if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claim through arbitration.

If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of our common stock.

ITEM 2. DESCRIPTION OF PROPERTY.

We rent office spaces from our President and chief executive officer and director, Sidney Swick This office space consists of approximately 200 square feet, and Mr. Swick supplies this office space to us at no cost to the Company.

We currently do not own any physical property or own any real property.

THE LORI /MAMQUAM PROPERTY

We acquired a 100% interest in the Lori /Mamquam mining claim from Andrew Sostad. for the sum of $6,000. .

Description of Lori /Mamquam Property

The Lori /Mamquam Property is recorded with the Province of British Columbia as follows:



Name of Mineral Claim	Area in Acres	Claim Number	Expiry Date
Lori Mamquam	619.64	555800	April 5, 2010

Location

The Lori/Mamquam Property mining claim lies approximately 50 miles north of Vancouver BC. The closest community is that of Squamish BC, approximately 11 miles to the east of the claim. The claim are centered on latitude 49º 42’ 34” N and longitude 122 º 55’ 25” W. Active roads may provide excellent access, however we have not confirmed the conditions of road access to the claim themselves.

Infrastructure

Currently there is no plant or equipment located on the Lori Mamquam Property. Sources of water would be available from valley wells, which should provide sufficient water for all phases of the exploration plan that may be undertaken. There are no electrical facilities currently built on the property. Diesel-electrical power will be required in the initial stages of development.

History

The following history is summarized from the report prepared by our geological consultant, Laurence Sookochoff dated September 24, 2007, concerning our mining claim which is situated approximately 50 miles to the north of Vancouver BC

The mining history of the general area stems from the discovery the Britannia mineral zones in 1899 and subsequent production from 1905 to 1977. Production records state that during this productive period 52,252,348 tons of ore grading 1.1 per cent copper, 0.65 per cent zinc, with values in silver, gold, lead, zinc, and cadmium were milled with a recovery of 5,814,330 ounces silver, 493,532 ounces gold, 1, 139,701,920 pounds copper, 276,218,641 pounds zinc, 34,310,553 pounds lead, and 980,621 pounds cadmium.

The Britannia mine site is located 11 miles southwest of the Mamquam property.

Since 1899, numerous other mineral showings were discovered within the Britannia-Indian River pendant; exploration and development on these showings varied in degree with some reaching the stage of a developed prospect.

One of the prime prospects discovered after the Britannia, was the Maggie prospect located six miles southwest of the Mamquam. The Maggie property has been explored sporadically by a number of companies for many years and has long been recognized as having good potential for hosting economic deposits similar to the nearby Britannia deposits. Exploration work included surface work, underground development and much diamond drilling (Minfile Record Summary).

Property Geology

The Mamquam occurrence is underlain by Coast Plutonic rocks including a quartz diorite-diorite complex, a few sizeable andesite-granulite-migmatite "pendants, and andesite porphyry and granite aplite dyke swarms.

Alteration is widespread and somewhat zoned. A large propylitic zone extending across the northern section of the Property (Martin Creek alteration zone) is overprinted by a smaller 3,500 by 1,000 foot core of intense potassic-silica alteration. Structure is expressed by two prominent features including north trending dyke swarms and north-east striking faults and fractures.

Mineralization at the Mamquam. property is reported as occurring as sulphides, on fractures striking 050 to 090 and dipping moderately to the south. Mineralization is thus fracture controlled and includes pyrite, chalcopyrite, molybdenite, bornite, and malachite. Pyrite is associated with intense propylitic alteration. Copper-molybdenum mineralization is coincident with the quartz-orthoclase alteration zone. Assayed sections within the zone vary from 0.6% Cu and 0.05% Mo to trace. Mineralization can be traced over 200 feet in two places within the zone.

Current Exploration

We have completed Phase 1 of our exploration program of the Lori Mamquam Property, with samples taken from the Lori Mamquam Property currently at the laboratory for analysis. We have received the results of our samples from phase one and have been forwarded to our consulting geologist for review and interpretation. August 31, 2009 our consulting Geologist has recommended that we proceed with Phase II of our exploration program.



Phase One Exploration Items	Cost Estimate $
Detailed prospecting, mapping and soil geochemistry. The program is expected to take four weeks to complete including the turn around time on sample analyses. The estimated cost for this program is all inclusive	7,500
Total	7,500
Phase Two Exploration Items	Cost Estimate $
Magnetometer and VLF electromagnetic, grid controlled surveys over the areas of interest determined by the Phase 1 survey. The program is expected to take two weeks to complete. The estimated cost includes transportation, travel, accommodation, board, grid installation, two geophysical surveys, maps and report	10,000
Total	10,000
Phase Three Exploration Items	Cost Estimate $
Induced polarization survey over grid controlled anomalous areas of interest outlined by Phase 1&2 programs. Hoe or bulldozer trenching, mapping and sampling of bedrock anomalies. Includes assays, maps and reports	25,000
Total	25,000
Phase Four Exploration Items	Cost Estimate $
Diamond Drilling of Prime Targets	50,000
Total	92,500

The third phase would consist of trenching and sampling in areas of exposed mineralization. Geological mapping involves plotting previous exploration data relating to a property on a map in order to determine the best property locations to conduct subsequent exploration work. We anticipate commencing the second and the third phase of exploration in the summer of 2009 and the program will take approximately 15 days to complete.

ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

PART II



ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

General

Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.001 per share, as of, December 15, 2008; there were 7,866,666 shares of our common stock issued and outstanding.

Market Information

Our shares of common stock have commenced trading on the OTC Bulletin Board under the symbol “WLOC” Although our shares became eligible for quotation on the OTC Bulletin Board on , the high and low bid information for our common stock for the year ended August 31, 2009 was not available from the OTC Bulletin Board.



QUARTER	HIGH ($)	LOW ($)
1st Quarter 2009	$0	$0
2nd Quarter 2009	$0	$0
3rd Quarter 2009	$0	$0

Quotations provided by the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions

Dividends

We have not declared any dividends on our common stock since our inception. There are no dividend restrictions that limit our ability to pay dividends on our common stock in our Articles of Incorporation or Bylaws. The Delaware Revised Statutes (the “DRS”), does provide limitations on our ability to declare dividends where, after giving effect to the distribution of the dividend:



(a)	we would not be able to pay our debts as they become due in the usual course of business; or

(b)	our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by our Articles of Incorporation).

Recent Sales of Unregistered Securities

There have been no recent issuances of unregistered securities.

ITEM 6 SELECTED FINANCIAL DATA

Statement of Operations Information:



	Year Ended August 31, 2009			Year Ended August 31, 2008
Revenues	$	0		$	0
Gross profit		0			0
Total Operating Expenses		17,399			67,316
Net income (loss)		(17,399)			(67,316
)Income (loss) per share (basic and diluted)		(0.00	)		(0.00)
Weighted average shares of common stock outstanding (basic and diluted)		7,866,666			7,866,666

Balance Sheet Information:



	August 31, 2009		August 31, 2008
Working capital	$
Total assets		330		17,319
Total liabilities		8,130			7,720
Accumulated Deficit		98,800			81,401
Stockholders’ equity (deficit)		7,800			9,599

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATION

Exploration Plan

Our plan of operation for the foreseeable future is to complete the following objectives within the time periods specified, subject to our obtaining any additional funding necessary for the continued exploration of our mining claim. We do not have enough funds to complete our Phase Three or Phase Four programs which we would plan to start in the summer of 2007. If the results of our phase one and phase two exploration program are encouraging. The following is a brief summary of our four phase exploration program:

1. The next anniversary date of our mining claim is April 5, 2010. In order to keep the claim in good standing we must perform and register exploration work with the province of British Columbia of at least CDN$1,003 on our mining claim as recommended by our consulting geological engineer, we plan to conduct the first phase of our four phase exploration program starting between December, 2007 and March 31, 2008, weather permitting. This Phase One exploration program is expected to cost approximately $7,500. A Geologist and assistant will cover the property taking rock samples then ship to a laboratory for assay.

2. The results obtained during the Phase One exploration program will be assembled, interpreted and we will review the results.

3. With respect to our Phase Two program, our geological consultant has indicated that we should budget approximately $10,000 for our Phase Two program. Our Phase two program is scheduled to proceed Between April 1, 2008 and July 31, 2008. A field crew will mobilize onto our claim and perform localized geophysical surveys and then demobilize from the area.

4. In the case of our Phase Two program, the results obtained during the Phase Two program will be assembled, interpreted and we will review the results of the Phase Two program. We will then engage our geological consultant to interpret the results of Phase Two and develop a summary report.

5. If the Phase three program were to proceed, our geological consultant has indicated that we should budget approximately $25,000 for our Phase three program. If we proceed with a Phase Three program we would do so in August 2008. A field crew will mobilize onto our claim and perform a significant amount of geological Mapping, geochemical sampling, as well as localized sampling over the alteration zone of the Lori/Mamquam property

6. In the case that the Phase Four program takes place, the results obtained during the Phase three program will be assembled, interpreted and we will review the results of the Phase three program between October and December 2008 We will engage our geological consultant to interpret the results of Phase Three and develop a summary report. At this stage we will have a significantly better understanding of any mineralization on our claim and be in a position to commence Diamond Drilling in 2009.

As at August 31, 2009, we had a cash balance of $330. If the results of the Phase Two exploration program are encouraging, we will have to raise additional funds starting in March 2009 so that Phase three exploration could commence in August 2009.

During the next 12 months, we do not anticipate generating any revenue. If additional funds become required, the additional funding will come from equity financing from the sale of our common stock or sale of part of our interest in our mining claim. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our Phase Two and Phase Three programs. In the absence of such financing, our business will fail.

We may consider entering into a joint venture partnership by linking with a major resource company to provide the required funding to complete our Phase Three exploration program. We have not undertaken any efforts to locate a joint venture partner for Phase Three. If we enter into a joint venture arrangement, we will assign a percentage of our interest in our mining claim to the joint venture partner.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mining claim in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside of our control. These factors include, but are not limited to:

· Our ability to raise additional funding;

· The market price for copper, silver and molybdenum;

· The results of our proposed exploration programs on the mineral property; and

· Our ability to find joint venture partners for the development of our property interests

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral reserve.

Based on the recommendations of our consulting geologist, we have decided to continue our exploration program on the Lori/ Mamquam Property. However, as at August 31, 2009, we had $330 cash on hand, of and an accumulated deficit of $98,800 . As such, we will require substantial additional financing in the near future in order to meet our current obligations and to continue our operations. Currently, we do not have any financing arrangements in place and there are no assurances that we will be able to obtain sufficient financing on terms acceptable to us, if at all.

Due to the lack of our operating history and our present inability to generate revenues, our auditors have stated in their audit report included in our audited financial statements for the year ended August 31, 2009 that there currently exists substantial doubt about our ability to continue as a going concern.

RESULTS OF OPERATIONS



*Summary of Year End Results*
	Year Ended August 31, 2009

	2009	2008
Revenue	$--	$--
Expenses	17,399	67,316
Net Comprehensive Loss	(17,399)	(67,316)

Revenues

We have not earned any revenues to date and we do not anticipate earning any revenues in the near future. We are an exploration stage company and presently are seeking other business opportunities.

The increases in expenses are primarily a result of the increase in consulting, accounting and legal fees and costs associated with our mineral exploration activities. The additional accounting and legal fees for the year ended August 31, 2009 relate primarily to the preparing and filing of our quarterly reports and this annual report with the Securities and Exchange Commission.

LIQUIDITY AND FINANCIAL CONDITION



Working Capital
	At August 31, 2009	At August 31, 2008
	(7,800)	9,599



Cash Flows
	Year Ended	From inception (May 19, 2006) to
	August 31, 2009	August 31, 2008,
Cash Flows used in Operating Activities	(16,989)	(73,626)
Cash Flows used in Investing Activities
Cash Flows provided by Financing Activities
Net (Decrease) Increase in Cash During Period	(16,989)	(73,626)

As of August 31, 2009, we had cash on hand of $330. Since our inception, our sole sources of financing have been sales of our common stock. We have not attained profitable operations and our ability to pursue any future plan of operation is dependent upon our ability to obtain financing. For these reasons, our auditors stated in their report to our audited financial statements for the period ended August 31, 2009 that there is substantial doubt that we will be able to continue as a going concern.

We anticipate continuing to rely on sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will be able to complete any additional sales of our equity securities or that we will be able arrange for other financing to fund our planned business activities.

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 our stockholders.

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 audited financial statements included in this Annual Report.

Foreign Currency Translation

We use the United States of America dollar as our reporting currency for consistency with the registrants of the SEC and in accordance with FAS No. 52. Assets and liabilities denominated in a foreign currency at period-end are translated at the exchange rate in effect at the period-end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Any gains or losses arising as a result of such translations are not included in operations, but are reported as a separate component of equity as foreign currency translation adjustments, if applicable.

Transactions undertaken in currencies other than the functional currency are translated using the exchange rate in effect as of the transaction date. Any exchange gains or losses are included in other income or expenses on the statement of operations, if applicable.

Mineral Property Costs

Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in the Emerging Issues Task Force (EITF) 04-02, Whether Mineral Rights are Tangible or Intangible Assets. The Company assesses the carrying costs for impairment under Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for Impairment or Disposal of Long Lived Assets, at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value.

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any derivative instruments and do not engage in any hedging activities. Because most of our purchases and sales will made in Canadian dollars, any exchange rate change affecting the value of the in Canadian dollar relative to the U.S. dollar could have an effect on our financial results as reported in U.S. dollars. If the in Canadian dollar were to depreciate against the U.S. dollar, amounts reported in U.S. dollars would be correspondingly reduced. If the in Canadian dollar were to appreciate against the U.S. dollar, amounts reported in U.S. dollars would be correspondingly increased.

ITEM 8. FINANCIAL STATEMENTS.

Index to Financial Statements:

Audited financial statements as of August 31, 2009, including:



1.	Reports of Independent Registered Public Accounting Firm;*
2.	Balance Sheets as of August 31, 2009
3.	Statements of Operations for the years ended August 31, 2009 and 2008 and for the period from inception on December 20, 2006, to August 31, 2009;
4.	Statements of Cash Flows for the years ended August 31, 2009 and 2008 and for the period from inception on December 20, 2006 to August 31, 2009;
5.	Statement of Stockholders’ Equity (Deficiency) for the period from inception on January 16, 2007 through August 31, 2009; and
6.	Notes to Financial Statements.

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders

of Willow Creek Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of Willow Creek Enterprises, Inc. (an Exploration Stage Company) as of and 2008 and the related statements of operations, changes in stockholders’ (deficit) equity and cash flows for the years then ended and for the period from January 16, 2007 (Inception) through . These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provided 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 Willow Creek Enterprises, Inc. as of and 2008, and the results of its operations and its cash flows for the years then ended and for the period from January 16, 2007 (inception) through in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company’s need to seek new sources or methods of financing or revenue to pursue its business strategy, raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Jewett, Schwartz, Wolfe & Associates

/s/Jewett, Schwartz, Wolfe & Associates

Hollywood, Florida

December 15, 2009

WILLOW CREEK ENTERPRISES, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS


		August 31, 2009		August 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	330	$	17,319

Total Current Assets		330		17,319

TOTAL ASSETS	$	330	$	17,319

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current Liabilities:
Accounts payable and accrued liabilities	$	8,130	$	7,720

TOTAL CURRENT LIABILITIES		8,130		7,720

Commitments and contingencies


Stockholders’ Equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-		-
Common stock, $0.001 par value, 100,000,000 shares authorized, 7,866,666 shares issued and outstanding		7,867		7,867
Additional paid in capital		83,133		83,133
Deficit accumulated during the exploration stage		(98,800)		(81,401)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY		(7,800)		9,599

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	330	$	17,319

WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS


		For the Year Ended		For the Year Ended		For the Period From January 16, 2007 (Inception) to
		August 31, 2009		August 31, 2008		August 31, 2009

Revenues	$	-	$	-	$	-


Operating expenses:
Professional fees		11,050		14,711		33,791
General and administrative		6,349		52,605		65,009
Total operating expenses		17,399		67,316		98,800

Net loss before income taxes		(17,399)		(67,316)		(98,800)

Benefit for income taxes		-		-		-

Net loss	$	(17,399)	$	(67,316)	$	(98,800)

Weighted average number of shares outstanding during the period - basic and diluted		7,866,666		7,866,666		7,866,666

Net loss per share - basic and diluted	$	(0)	$	(0)	$	(0)



	Preferred Stock 10,000,000 shares authorized			Common Stock 100,000,000 shares authorized				Additional Paid-In Capital		Accumulated Deficit During Exploration Stage
	Shares Issued		Par Value $.001 per share	Shares Issued		Par Value $.001 per share		Additional Paid-In Capital		Accumulated Deficit During Exploration Stage		Total

BALANCE, JANUARY 16, 2007 (Inception)	-	$	-	-	$	-	$	-	$	-	$	-

Common stock issued to company president	-		-	5,000,000		5,000		-		-		5,000

Common stock issued to non affiliate shareholders	-		-	2,866,666		2,867		83,133		-		86,000

Net loss	-		-	-		-		-		(14,085)		(14,085)
BALANCE, AUGUST 31, 2007	-	$	-	7,866,666	$	7,867	$	83,133	$	(14,085)	$	76,915

Net loss	-		-	-		-		-		(67,316)		(67,316)
BALANCE, AUGUST 31, 2008	-	$	-	7,866,666	$	7,867	$	83,133	$	(81,401)	$	9,599

Net loss	-		-	-		-		-		(17,399)		(17,399)
BALANCE, AUGUST 31, 2009	-	$	-	7,866,666	$	7,867	$	83,133	$	(98,800)	$	(7,800)



WILLOW CREEK ENTERPRISES, INC
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS


		For the year ended		For the year ended		For the Period From January 16, 2007 (Inception) to
		August 31, 2009		August 31, 2008		August 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(17,399)	$	(67,316)	$	(98,800)
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts payable and accrued liabilities		410		(6,310)		8,130
Net cash used in operating activities		(16,989)		(73,626)		(90,670)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscriptions of common stock		-		-		91,000
Net cash provided by financing activities		-		-		91,000

CHANGE IN CASH		(16,989)		(73,626)		330

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		17,319		90,945		-

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	330	$	17,319	$	330

Supplemental disclosure of non cash investing & financing activities:
Cash paid for income taxes	$	-	$	-	$	-
Cash paid for interest expense	$	-	$	-	$	-

WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009

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 in British Columbia, Canada.

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 August 31, 2009, the Company had $330 in cash, working capital of $7,800, and stockholders’ equity of $7,800 and accumulated net losses of $98,800 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.

WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009

NOTE 3 – SUMMARY OD ACCOUNTING POLICIES

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 the Financial Accounting Standard Board (FASB) Accounting Standard Codification (ASC) 270. “Accounting and Reporting by Development Stage Enterprises”.

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 (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of 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 Canadian national and provincial regulations governing land use, health, safety and environmental matters. The company’s 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 ASC “Property, Plant, and Equipment". 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.

WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009

Start-up Expenses

The Company has adopted Statement of Position (SOP) No. 98-5 ("SOP 98-5"), "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 August 31, 2009.

Mineral Property Costs

Mineral property acquisition, exploration and development costs are expenses 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 Company’s functional currency is the Canadian dollar as substantially all of the Company’s operations are in Canada. The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with the ASC 830 “Foreign Currency Translation”.

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’ (deficit) equity, if applicable. There were no translation adjustments as of August 31, 2009.

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 August 31, 2009.

WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Loss Per Share

The Company computed basic and diluted loss per share amounts for pursuant to the ASC 260 “Earnings per Share.” There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurement and Disclosures,” 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.

Comprehensive Loss

ASC 220, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of 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 ASC 740, “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.

Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized below.

F10

WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009

Earnings Per Share

In September 2009, the FASB issued Update No. 2009-08 “Earnings per share – Amendments to Section 260-10-S99”. This codification update represents technical corrections to Topic 260-10-S99, Earnings Per Share, based on EITF Topic D-53, Computation of Earnings per Share for a Period that Includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The Company has adopted Update No. 2009-08 there was no impact on its consolidated financial statements.

Measuring Liabilities at Fair Value

In August 2009, the FASB issued Update No. 2009-05, “Topic 820 – Fair Value Measurements and Disclosures - Measuring Liabilities at Fair value”. This update applies to all entities that measure liabilities at fair value within the scope of Topic 820. This update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using a valuation technique that uses the quoted price of the identical liability when traded as an asset, or the quoted prices for similar liabilities or similar liabilities when traded as assets. Other valuation techniques that are consistent with the principles of Topic 820 may be used. The amendment also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the

transfer of the liability. The amendment clarifies that both the quoted price of an active market for the identical liability at the measurement date and quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are level 1 fair value measurements. The adoption of this update is effective for the first reporting period, including interim period, beginning after August 2009. The Company has adopted ASC 820, which had no impact on its consolidated financial statements.

Generally Accepted Accounting Principles

In June 30, 2009, the Financial Accounting Standards Board issued Update No. 2009-01, “Topic 105 - Generally Accepted Accounting Principles - Amendments Based on Statement of Financial Accounting Standards No. 168”. This update establishes that the FASB Accounting Standards Codification will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has adopted ASC 105.

F11

WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009

Subsequent Events

In May 2009, the FASB issued ASC 855, “Subsequent Events”. This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009. The Company has adopted ASC 855 as of August 31, 2009.

Interim Disclosure about Fair Value of Financial Instruments

In April 2009, the FASB issued FASB Staff Position “FSP” No. SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”. This FSP amends SFAS No. 107 to require disclosures about fair values of financial instruments for interim reporting periods as well as in annual financial statements. The FSP also amends Accounting Principles Board Opinions “APB Opinion” No. 28 to require those disclosures in summarized financial information at interim reporting periods. This FSP becomes effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company has adopted “FSP” No. SFAS 107-1 and APB 28-1 as of August 31, 2009.

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.

NOTE 5 – STOCKHOLDERS’ EQUITY

Between January 16, 2007 and August 31, 2007 the company received one subscription from the company’s sole officer and director totaling a cash proceeds of $5,000 and the issuance of 5,000,000 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 2,866,666 common shares.

F12

WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009

NOTE 6 - INCOME TAXES

Deferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred

tax asset valuation allowance is recorded when it is more likely than not that deferred tax

assets will not be realized. A valuation allowance of 100% of the deferred tax assets was made. There were no deferred taxes as of August 31, 2009.

There was no income tax expense for the years ended August 31, 2009 and 2008 due to the Company’s net losses.

The Company’s tax benefit differs from the “expected” tax benefit for the year ended August 31, 2009, which is (computed by applying the Federal Corporate tax rate of 34% to loss before taxes), as follows:


		January 16, 2007 (inception) Through August 31, 2009	January 16, 2007 (inception) Through August 31, 2008
Computed “expected” tax benefit	$	5,916	22,887
Less; benefit of operating loss carryforwards		5,916	22,887
	$	-	-

The effects of temporary differences that gave rise to deferred tax assets at August 31, 2009 and 2008 are as follows:


		2009		2008
Current	$		-	-
Non-current		33,592		27,676
Total gross deferred tax assets		33,592		27,676
Less valuation allowance		(33,592)		(27,676)
Net deferred tax assets	$	-		-

The Company has a net operating loss carryforward of $33,592 available to offset future taxable income through 2020.

F13

WILLOW CREEK ENTERPRISES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009

NOTE 7- EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of August 31, 2009, there were no stock options or stock awards that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future. The information related to basic and diluted earnings per share is as follows:


	Ended August 31,
	2009	2008
Numerator:
Continuing operations:
Income from continuing operations	($ 17,399 )	($ 67,316)
Effect of dilutive convertible debt	--	--
Total	($ 17,399)	($ 67,316)

Discontinued operations
Loss from discontinued operations	--	--

Net income (loss)	($ 17,399)	($ 67,316)

Denominator:
Weighted average number of shares outstanding – basic and diluted	7,866,666	7,866,666

F14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no changes in, or disagreements with our principal independent accountants.

We have engaged Jewett Schwartz Wolfe and Associates as our independent auditors since July 2007.

During the years ended August 31, 2009 and 2008 and subsequent to August 31, 2009 through to the date hereof, neither we, nor anyone on our behalf, has consulted with Madsen & Associates CPA’s, Inc. regarding the application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor has Jewett Schwartz Wolfe and Associates. provided to us a written report or oral advice regarding such principles or audit opinion or any matter that was the subject of a disagreement or any reportable events as set for in Item 304(a)(3) of Regulation SB.

ITEM 9A. CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance that our disclosure control objectives are achieved. Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are ineffective at providing this reasonable level of assurance as of the period covered, due to the fact that we have only one officer and director. In the future the company will endeavor to add another director with sufficient SEC and accounting related expertise, to provide adequate segregation of duties and financial accounting and reporting controls, which currently are significant deficiencies in our internal control. There were no changes in our internal control over financial reporting during the year ended July 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

We have not filed items on Form 8K

PART III



ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our sole executive officer and director and his age and titles are as follows:



Name	Age	Position
Sidney Swick	35	President, Secretary, Treasurer and Director

Set forth below is a brief description of the background and business experience of our officer and director:

Mr. Sidney Swick: Mr. Swick has acted as our sole Director and Officer since our inception on January 16, 2007. Mr. Swick has been employed as an insurance broker since 2004 specializing in group benefits for small and medium sized businesses in Edmonton Alberta and surrounding area. Prior to 2004 Mr. Swick was Employed in the telecom industry with Bell Canada.

Given that Mr. Swick has no previous experience in mineral exploration or operating a mining and exploration company. Mr. Swick also lacks any accounting or financial credentials, he intends to perform his job for us by engaging consultants who have experience in the areas where he is lacking. Mr. Swick is also studying information about our industry to familiarize himself with our business.

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 removed by the board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our sole officer and director.

AUDIT COMMITTEE

We are not a listed issuer and as such our Board of Directors is not required to maintain a separately-designated standing audit committee. As a result, our entire Board of Directors acts as our audit committee. Our sole director does not meet the definition of an “audit committee financial expert.” We believe that the cost related to appointing a financial expert to our Board of Directors at this time is prohibitive.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file pursuant to Section 16(a). Based on our review of the copies of such forms received by us, other than as described below, no other reports were required for those persons. We believe that, during the year ended August 31, 2009, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation paid to or earned by our named executive officers, as that term is defined in Item 402(a)(2) of Regulation S-B during the fiscal year ended August 31, 2009:



SUMMARY COMPENSATION TABLE
Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen- sation ($)	Nonqualifie d Deferred Compen- sation Earnings ($)	All Other Compen -sation ($)	Total ($)
Sidney Swick⁽¹⁾ President, Secretary, Treasurer & Director	2008 2009	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

As at our year ended August 31, 2009, we did not have any outstanding equity awards and have not had any since our inception.

EMPLOYMENT CONTRACTS

We have no employment contracts, termination of employment or change-in-control arrangements with any of our executive officers or directors.



ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 15, 2009 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, (iii) each of our named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the shareholder listed possesses sole voting and investment power with respect to the shares shown.



Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock⁽¹⁾
DIRECTORS AND EXECUTIVE OFFICERS
Common Stock	Sidney Swick Secretary, Treasurer and Director	5,000,000 Direct	63.56%
Common Stock	All Directors and Executive Officers as a Group (1 person)	5,000,000	63.56%

5% STOCKHOLDERS



Common Stock	Sidney Swick Secretary, Treasurer and Director	5000,000 Direct	63.56%



Notes:
(1)	Based on 7,866,666 shares of our common stock issued and outstanding as of December 15, 2009, Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December 15, 2009.

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control in the future.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as described below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than noted in this section:



	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
	(iv)	Any of our promoters; and
	(v)	Any relative or spouse of any of the foregoing persons who has the same house as such person.

We issued 5000,000 total shares of common stock who is our sole executive officer and sole director, Sidney Swick, at a price of $0.001 per share. The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares as defined in the Securities Act.

Director Independence

Quotations for our common stock are entered on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation

ITEM 14. PRINCIPAL AND ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed fiscal years ended August 31, 2009 and 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:



	Year Ended August 31, 2009	Year Ended August 31, 2008
Audit Fees	$15,000	$15,000
Audit Related Fees	800	800
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$15,800	$15,800

ITEM 15. EXHIBITS.



Exhibit
Number	Description of Exhibits

3.1	Articles of Incorporation.⁽¹⁾

3.2	Bylaws,.⁽¹⁾

4.1	Form of Subscription.⁽¹⁾



Exhibit
Number	Description of Exhibits

14.1	Code of Ethics. ⁽¹⁾

31.1	Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



(1)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on September 17, 2007, as amended.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



			WILLOW CREEK ENTERPRISES, INC.


Date:	December 15, 2009	By:	/s/ Sidney Swick

			President, Secretary and Treasurer
			(Principal Executive Officer
			and Principal Accounting Officer)

			WILLOW CREEK ENTERPRISES, INC.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Date:	December 15 , 2009	By:	/s/ Sidney Swick

			President, Secretary and Treasurer
			(Principal Executive Officer
			and Principal Accounting Officer)
			Director