UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL .REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~ANNUAL~~For ~~REPORT~~the ~~PURSUANT~~Fiscal TOYear ~~SECTION~~Ended 13August OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2012

~~For~~ [ ] TRANSITION ~~the~~REPORT ~~Fiscal~~PURSUANT ~~Year~~TO ~~Ended~~SECTION ~~August~~13 ~~31,~~OR ~~2011~~15(d) OF THE EXCHANGE ACT

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ______

WILLOW CREEK ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-52970	27-3231761
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128 (Address of principal executive offices)
=	7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128
	(Address of principal executive offices)
	(310) 600-8757
	(Registrant’s Telephone Number)
	(Registrant's Telephone Number)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ☒

~~Yes~~ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No X .☒

Indicate by check mark ifwhether the registrant is(1) ~~not~~has ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 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 ¨ No ☒

~~Yes~~ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 ~~No X~~of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

~~Indicate~~Yes 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. No ☒

~~Yes .~~Indicate ~~No X~~by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~a ~~Interactive~~smaller ~~Data~~reporting ~~File~~company, ~~required~~or toan beemerging ~~submitted~~growth ~~and~~company. ~~posted~~See ~~pursuant~~the todefinitions ~~Rule 405~~ of ~~Regulation~~"large ~~S-T~~accelerated (§filer," ~~232.405~~"accelerated offiler," ~~this~~"smaller ~~chapter)~~reporting ~~during~~company" ~~the~~and ~~preceding~~"emerging 12growth ~~months~~company" ~~(or~~in ~~for~~Rule ~~such~~12b-2 ~~shorter~~of ~~period that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act.

~~Yes .~~Large ~~No .~~accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒

~~Indicate~~If byan ~~check~~emerging ~~mark~~growth ifcompany, ~~disclosure~~indicate ofby ~~delinquent~~check ~~filers~~mark ~~pursuant~~if tothe ~~Item~~registrant ~~405~~has ofelected ~~Regulation S-K is~~ not ~~contained herein, and will not be contained,~~ to use the ~~best~~extended oftransition ~~registrant's~~period ~~knowledge,~~for incomplying ~~definitive~~with ~~proxy~~any new or ~~information~~revised ~~statements~~financial ~~incorporated~~accounting bystandards ~~reference~~provided inpursuant ~~Part~~to ~~III~~Section 13(a) of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. . Yes ☐ No ☒

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company. ~~See~~(as ~~definitions~~defined ~~of "large accelerated filer," "accelerated filer" and "smaller reporting company"~~ in Rule 12b-2 of the ~~Exchange~~ Act). Yes ¨ No ☒

~~Large~~The ~~accelerated~~aggregate ~~filer~~market .value ~~Accelerated~~of ~~filer~~the .voting ~~Non~~and non-~~accelerated~~voting ~~filer~~common equity held by non-affiliates of the registrant as of February 28, 2012 was $3,627,555.60 based upon the price (Do$0.015) ~~not~~at ~~check~~which ifthe acommon ~~smaller~~stock ~~reporting~~was ~~company)~~last ~~Smaller~~sold ~~reporting~~as ~~company~~of Xthe last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an "affiliate" of the registrant for purposes of the federal securities laws.

~~Indicate~~As byof ~~check~~May ~~mark~~13, ~~whether~~2019, ~~the~~there ~~registrant~~were is55,292,092 ashares ~~shell~~of ~~company~~the ~~(as~~registrant's ~~defined~~$0.0001 inpar ~~Rule~~value ~~12b-2~~common ofstock ~~the~~issued ~~Exchange~~and ~~Act)~~outstanding.

Yes . No X .

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of February 28, 2011 was $17,218,963.20 based upon the price ($0.08) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

As of April 2, 2012, there were 269,837,040 shares of the registrant’s $0.00025 par value common stock issued and outstanding.

Documents incorporated by reference: None

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

		Page
	PART I
Item 1	Business	4
Item 1A	Risk Factors	78
Item 1B	Unresolved Unresolved Staff Comments	78
Item 2	Properties	78
Item 3	Legal Proceedings	79
Item 4	~~[REMOVED~~Mine ~~AND~~Safety ~~RESERVED]~~Disclosures	79
	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	89
Item 6	Selected Financial Data	810
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	910
Item 7A	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	1214
Item 8	Financial Statements and Supplementary Data	~~F-1~~14
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1315
Item 9A	Controls and Procedures	1315
Item 9B	Other Information	1417
	PART III
Item 10	Directors, ~~and~~ Executive Officers and Corporate Governance	1517
Item 11	Executive Compensation	1719
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1820
Item 13	Certain Relationships and Related Transactions, and Director Independence	1921
Item 14	Principal ~~Accountant~~Accounting Fees and Services	1921
	PART IV
Item 15	Exhibits, Financial Statement Schedules	2122
	SIGNATURES	23

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “"Securities Act”") and Section 21E of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “"anticipate,”" “"expect,”" “"intend,”" “"plan,”" “"believe,”" “"foresee,”" “"estimate”" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

· The availability and adequacy of our cash flow to meet our requirements;

~~The~~· Economic, ~~availability~~competitive, ~~and~~demographic, ~~adequacy~~business ofand ~~our~~other ~~cash~~conditions ~~flow~~in toour ~~meet~~local ~~our~~and ~~requirements~~regional markets;

· Changes or developments in laws, regulations or taxes in our industry;

~~Economic,~~· Actions ~~competitive,~~taken ~~demographic,~~or ~~business~~omitted ~~and~~to ~~other~~be ~~conditions~~taken inby third parties including our ~~local~~suppliers and ~~regional~~competitors, ~~markets~~as well as legislative, regulatory, judicial and other governmental authorities;

· Competition in our industry;

~~Changes~~· The loss of or ~~developments~~failure into ~~laws,~~obtain ~~regulations~~any license or ~~taxes~~permit necessary or desirable in the operation of our ~~industry~~business;

· Changes in our business strategy, capital improvements or development plans;

~~Actions~~· The ~~taken~~availability orof ~~omitted~~additional capital to besupport ~~taken~~capital byimprovements ~~third parties including our suppliers~~ and ~~competitors,~~development; ~~as well as legislative, regulatory, judicial~~ and ~~other governmental authorities;~~

· Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this report to “"Company”", “"WLOC”", “"we”", “"us”" and “"our”" are references to Willow Creek Enterprises, Inc. All references to “"USD”" or United States Dollars refer to the legal currency of the United States of America.

PART I

ITEM 1. BUSINESS

Corporate History

Willow Creek Enterprises, Inc. (the “"Company”") was incorporated in the state of Delaware on January 16, 2007, as an exploration company engaged in the acquisition and exploration of mineral properties.

On August 28, 2007, we acquired a 100% undivided interest in a mineral claim known as the Lori/Mamquam Property (the “"Lori/Mamquam Property”") from Andrew Sostad pursuant to a purchase agreement for cash consideration of $6,000. The Lori/Mamquam Property claim is situated in the Vancouver Mining District, British Columbia, Canada.

On October 9, 2010, the Company entered into a Minerals Lease and Agreement (the “"Dolly Varden Agreement") with MinQuest, Inc., a Nevada S Corporation ("MinQuest"). Pursuant to the Dolly Varden Agreement, the Company has the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as Dolly Varden South (the “"Dolly Varden Property”"), situated in Elko County, Nevada for a term of twenty (20) years (the “"Term”"), with the right to renew. As consideration, the Company paid ten thousand dollars ($10,000) upon execution of the Dolly Varden Agreement, and shall pay ten thousand dollars ($10,000) annually for the remainder of the Term, and any extensions. Additionally, pursuant to the Dolly Varden Agreement, the Company shall be granted the subsequent right to participate in the development of minerals from the Dolly Varden Property subject to the terms and conditions of the Dolly Varden Agreement.

On November 17, 2010, the Company entered into a Minerals Lease and Agreement (the “"Hercules Agreement") with MinQuest,whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (7) years (the “"Term”") on various unpatented mining claims situated in Lyon County, Nevada collectively known as the Hercules Property (the “"Hercules Property”").As consideration for the leased mineral rights the Company shall pay an aggregate of $290,000 and provide $3,500,000 in work commitments over the Term. Additionally, MinQuest is entitled to receive a 3% royalty from all mineral production derived from the exploration and development of the Hercules Property.

On February 7, 2011, the Company entered into a Minerals Lease and Agreement (the “"Gilman Agreement") with 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 “"Gilman Property”"), situated in Lander County, Nevada for a term of twenty (20) years (the “"Term”") with the right to renew. As consideration, the Company shall pay ten thousand ($10,000) (the “"Base Rent”") upon execution of the Gilman Agreement, and 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 Gilman Agreement, for the remainder of the Term.

On April 20, 2011, the Company entered into an Amended Minerals Lease and Agreement (the “"Amended Hercules Agreement”") with MinQuest to amend certain terms and conditions of the Hercules Agreement entered into on November 17, 2010 by and between the Company and Minquest, relating to the Hercules Property. Pursuant to the Amended Hercules Agreement, the following material provisions of the Hercules Agreement were amended: i) the Term was extended from seven (7) years to twenty (20) years; ii) the payment schedule as set forth in paragraph 3(a) was amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 was increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A thereto was amended to include an aggregate of 88 claims.

On April 20, 2011, the Company issued a press release announcing that it has acquired an additional two (2) mining claims as part of its Hercules Property located in Lyon County, Nevada.

~~Plan~~During the fiscal year ended August 31, 2012 a total of ~~Operation~~$243,202 was impaired due to lack of ongoing exploration work and financing in determining a proven reserve.

Our plan of operation is to conduct mineral exploration activities on the Lori/Mamquam Property, Dolly Varden Property, Gilman Gold Property, and Hercules Property in order to assess whether they possess commercially exploitable mineral deposits. We are presently in the exploration stage of our business and we can provide no assurance that commercially viable mineral deposits exist on our mineral claims or that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final evaluation as to the economic and legal feasibility is required to determine whether our mineral claims possess commercially exploitable mineral deposits. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our mineral claims.5

4Plan of Operation

WeOur ~~have~~plan ~~completed Phase I~~ of ~~our~~operation ~~exploration~~during ~~program~~fiscal of2012 ~~the~~remained ~~Lori/Mamquam~~unchanged ~~Property, Hercules Property~~ and ~~Dolly~~was ~~Varden~~to ~~Property~~conduct ~~and~~mineral ~~are now currently assessing the feasibility of moving into Phase II of our~~ exploration ~~programs.~~activities ~~A decision regarding proceeding into Phase II of our explorations~~ on the Lori/Mamquam Property, ~~Hercules Property and~~ Dolly Varden Property, ~~will~~Gilman beGold ~~made~~Property, byand ~~assessing~~Hercules ~~whether~~Property ~~the~~in ~~results~~order ~~of Phase I are sufficiently positive~~ to ~~enable~~assess uswhether tothey ~~obtain~~possess ~~the~~commercially ~~financing~~exploitable ~~that~~mineral wedeposits. ~~will~~We ~~need~~are topresently ~~continue~~in ~~through additional stages of~~ the exploration ~~programs.~~stage ~~This~~of ~~assessment~~our ~~will~~business ~~include~~and anwe ~~assessment~~can ofprovide ~~the~~no ~~market~~assurance ~~for~~that ~~financing~~commercially ofviable mineral ~~exploration~~deposits ~~projects~~exist ~~and~~on ~~an evaluation of~~ our ~~cash~~mineral ~~reserves~~claims ~~after~~or ~~the~~that ~~completion~~we ofwill ~~Phase~~discover I.commercially ~~The~~exploitable ~~decision~~levels ~~whether~~of ormineral ~~not~~resources ~~to proceed will be based~~ on ~~the recommendations of~~ our ~~geological~~properties, ~~consultant.~~or ~~The~~if ~~decision~~such ofdeposits ~~the~~are ~~consultant~~discovered, ~~whether~~that orwe ~~not~~will toenter ~~recommend~~into ~~proceeding~~further ~~with~~substantial ~~our~~ exploration programs. ~~will~~Further beexploration ~~based~~is onrequired before a ~~number~~final ofevaluation ~~factors,~~as ~~including~~to ~~his~~the ~~subjective~~economic ~~judgment,~~ and ~~will~~legal ~~depend~~feasibility ~~primarily~~is onrequired ~~the~~to ~~results~~determine ofwhether ~~the~~our ~~immediately~~mineral ~~preceding~~claims ~~stage.~~possess Ascommercially ofexploitable ~~the~~mineral ~~date~~deposits. ofWe ~~filing this annual report, we~~ have not, ~~yet~~nor ~~commenced~~has ~~mineral~~any ~~exploration~~predecessor, ~~activities~~identified onany ~~the~~commercially ~~Gilman~~exploitable ~~Gold~~reserves ~~Property. A summary~~ of ~~our~~these ~~first~~minerals ~~phase exploration activities~~ on ~~the~~our ~~Dolly~~mineral ~~Varden Property and Hercules Property is outlined below~~claims.

We ~~announced~~have oncompleted ~~November~~Phase ~~22,~~I ~~2010,~~of ~~that~~our ~~Phase~~exploration ~~One~~program of the ~~exploration~~Lori/Mamquam ~~program~~Property, atHercules ~~the~~Property and Dolly Varden Property ~~began~~ and ~~finished~~are ~~ahead~~now currently assessing the feasibility of ~~schedule~~moving ~~and~~into ~~below~~Phase ~~budget~~II of our exploration programs. ~~Sixteen~~A ~~(16)~~decision ~~samples~~regarding ~~from~~proceeding ~~this~~into ~~zone~~Phase ~~were~~II ~~collected~~of ~~and~~our ~~submitted~~explorations toon ~~Chemex~~the ~~labs~~Lori/Mamquam ~~for~~Property, ~~assaying~~Hercules Property and ~~analytical~~Dolly ~~testing.~~Varden ~~The~~Property ~~Company~~will ~~announced~~be onmade ~~January~~by 4,assessing ~~2011,~~whether ~~that~~ the results ~~from~~of ~~the~~Phase ~~initial~~I ~~sampling~~are ~~and~~sufficiently ~~property~~positive ~~examination~~to onenable us to obtain the ~~Dolly~~financing ~~Varden~~that ~~Property~~we ~~were~~will ~~completed~~need to continue through additional stages of the exploration programs. ~~The~~ ~~geologists~~This ~~reported~~assessment ~~anomalous~~will ~~gold~~include ~~and~~an ~~copper~~assessment ~~throughout~~of the ~~property. Sixteen~~market ~~(16)~~for ~~samples~~financing ~~were~~of ~~collected~~mineral exploration projects and ~~assayed~~an ~~for~~evaluation aof ~~suite~~our cash reserves after the completion of ~~elements~~Phase I. ~~Nine~~The ~~(9)~~decision ofwhether or not to proceed will be based on the ~~samples~~recommendations ~~contained~~of ~~significant~~our ~~quantities~~geological consultant. The decision of ~~copper,~~the ~~silver~~consultant ~~and/~~whether or ~~gold~~not to recommend proceeding with ~~some~~our ~~also~~exploration ~~having~~programs ~~molybdenum~~will be based on a number of factors, ~~lead~~including his subjective judgment, and ~~zinc.~~will ~~Eight~~depend ~~(8)~~primarily ofon the ~~sixteen~~results ~~(16)~~of ~~rock~~the ~~samples~~immediately ~~contained~~preceding ~~gold~~stage. ~~values~~As ~~that~~of ~~were~~the ~~anomalous~~date toof ~~very~~filing ~~anomalous~~this ~~(from~~annual ~~0.028~~report, ~~ppm~~we tohave ~~1.51~~not ~~ppm).~~yet ~~Four~~commenced ~~(4)~~mineral ofexploration activities on the ~~samples~~Gilman ~~contained~~Gold ~~significant~~Property. ~~quantities~~A summary of ~~copper~~our ~~and~~first ~~one~~phase ~~sample~~exploration ~~contained~~activities ~~significant~~on ~~silver,~~the ~~lead,~~Dolly Varden Property and ~~zinc.~~Hercules Property is outlined below.

OnWe ~~August~~announced 25on November 22, ~~2011~~2010, that Phase One of the ~~Company~~exploration ~~announced~~program at the ~~completion~~Dolly ofVarden ~~Phase~~Property ~~One~~began ofand ~~its~~finished ~~drill~~ahead ~~program~~of atschedule ~~its~~and ~~Hercules~~below ~~Property~~budget. ~~Phase~~ ~~One~~Sixteen ~~was~~(16) ~~comprised~~samples offrom athis 20zone ~~hole~~were ~~drill~~collected ~~program~~and ~~that~~submitted ~~totaled~~to ~~more~~Chemex ~~than~~labs 6for assaying and analytical testing. The Company announced on January 4,~~000~~ ~~feet~~2011, ofthat ~~drilling~~the ofresults ~~targeted~~from ~~areas~~the initial sampling and property examination on the ~~Hercules~~Dolly Varden Property were completed. The ~~Company~~geologists ~~had~~reported ~~originally~~anomalous ~~only~~gold ~~planned~~and tocopper ~~drill~~throughout ~~12-14~~the ~~holes~~property. Sixteen ~~but~~(16) ~~due~~samples towere ~~some~~collected ~~encouraging~~and ~~initial~~assayed ~~drill~~for ~~cores~~a suite of elements. Nine (9) of the samples contained significant quantities of copper, silver and/or gold with some also having molybdenum, lead and zinc. Eight (8) of the ~~Company~~sixteen ~~decided~~(16) torock ~~increase~~samples contained gold values that ~~number~~were anomalous to 20very anomalous (from 0.028 ppm to 1.51 ppm). Four (4) of the samples contained significant quantities of copper and one sample contained significant silver, lead, and zinc.

~~During~~On ~~our~~August ~~future~~25, ~~exploration~~2011, ~~activities~~the onCompany announced the ~~Lori/Mamquam~~completion ~~Property,~~of ~~Dolly~~Phase ~~Varden~~One ~~Property,~~of ~~Gilman~~its ~~Gold~~drill ~~Property,~~program ~~and~~at its Hercules Property,. Phase ~~our~~One ~~President~~was ~~will~~comprised ~~devote~~of ~~less~~a ~~than full~~20-~~time~~hole ~~hours~~drill ~~per~~program ~~week~~that tototaled ~~our~~more ~~business.~~than We6,000 dofeet ~~not~~of ~~foresee~~drilling ~~this~~of ~~limited~~targeted ~~involvement~~areas ason ~~negatively impacting our company over~~ the ~~next~~Hercules ~~twelve months as all exploratory work has been and will continue to be performed by outside consultants~~Property. The ~~Additionally,~~Company wehad ~~will~~originally ~~not~~only ~~have~~planned ~~a need~~ to ~~hire~~drill ~~any~~12-14 ~~employees~~holes ~~over~~but ~~the~~due ~~next twelve months. We do not plan~~ to ~~make~~some ~~any~~encouraging ~~purchases~~initial ofdrill ~~equipment~~cores, ~~over~~ the ~~next~~Company ~~twelve~~decided ~~months due~~ to ~~reliance~~increase ~~upon~~that ~~outside~~number ~~consultants~~ to ~~provide all equipment needed for the exploratory work being conducted~~20.

We ~~anticipate~~intend ~~that~~to werely ~~will~~heavily ~~incur~~on ~~over~~outside ~~the~~consultants ~~next~~to ~~twelve~~provide ~~months~~all equipment and field work needed for the ~~following~~exploratory ~~expenses:~~program we intend to conduct.

Category	Planned Expenditures Over The Next 12 Months (US$)
Legal and Accounting Fees	$	20,850
Office Expenses		-
Mineral Property Exploration Expenses		35,000
TOTAL	$	50,850

We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing in order to commence the exploration of the Dolly Varden Property, Gilman Gold Property, and Hercules Property. As a result of the delay in our exploration plans due to lack of capital, we wrote down the capitalized value of our mineral properties during fiscal 2012.

Our total expenditures over the next twelve months are anticipated to be approximately $50,850. Our cash on hand as of August 31, 2011 is $2,504. We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing in order to commence the exploration of the Dolly Varden Property, Gilman Gold Property, and Hercules Property.Insurance

~~Insurance~~We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.Competition

5We 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 our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

~~Competition~~6

WeResearch ~~compete with other mineral resource exploration~~ and ~~development~~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 our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.Expenditures

~~Research~~We ~~and~~have ~~Development~~not ~~Expenditures~~incurred any research expenditures since our incorporation.

WePatents ~~have~~and ~~not incurred any research expenditures since our incorporation.~~Trademarks

~~Patents~~We ~~and~~do ~~Trademarks~~not own, either legally or beneficially, any patent or trademark.

WeEmployees; doIdentification ~~not~~of ~~own,~~Certain ~~either~~Significant ~~legally or beneficially, any patent or trademark.~~ Employees

~~Employees;~~During ~~Identification~~fiscal 2012, Terry Fields, our chief executive officer and director devoted approximately 15-20 hours a week of ~~Certain~~his ~~Significant~~time ~~Employees~~to our operations. We currently have no other employees, other than Mr. Fields. We also frequently use third party consultants to assist in the completion of various projects. Third parties are instrumental to keep the development of projects on time and on budget.

~~Currently,~~Government Terry Fields, our chief executive officer and director devotes approximately 15-20 hours a week of his time to our operations. We currently have no other employees, other than Mr. Fields. We also frequently use third party consultants to assist in the completion of various projects. Third parties are instrumental to keep the development of projects on time and on budget.Regulation

~~Government~~If ~~Regulation~~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 within the jurisdiction's 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.

IfAdditionally, ~~we decide to continue with~~ the ~~acquisition~~provisions ~~and exploration~~ of ~~mineral~~the ~~properties~~Health, weSafety ~~will~~and beReclamation ~~required~~Code tofor ~~comply~~mines ~~with~~contain ~~all~~standards ~~regulations~~for employment, ~~rules~~occupational ~~and~~health ~~directives of governmental authorities~~ and ~~agencies~~safety, ~~applicable~~accident toinvestigation, ~~the~~work ~~exploration~~place ofconditions, ~~minerals.~~protective ~~All~~equipment, ~~mineral~~training ~~exploration~~programs, ~~activities~~and ~~carried~~site ~~out~~supervision. onAlso, ~~a mineral claim or mining lease must be done in compliance within~~ the ~~jurisdiction’s~~Mineral ~~Bureau~~Exploration ofCode ~~Mines.~~contains ~~This~~standards ~~applies~~for toexploration ~~all~~activities ~~mines~~including ~~during~~construction ~~exploration,~~and ~~development~~maintenance, ~~construction,~~site ~~production~~preparation, ~~closure~~drilling, ~~reclamation~~trenching and ~~abandonment. It outlines the powers of the Chief Inspector of Mines to inspect mines, the procedures for obtaining permits to commence~~ work in, onand or about a ~~mine~~water ~~and other procedures to be observed at a mine~~body.

~~Additionally~~Additional approvals and authorizations may be required from other government agencies, depending upon the ~~provisions~~nature and scope of the ~~Health,~~proposed ~~Safety~~exploration ~~and~~program. ~~Reclamation~~If ~~Code~~the ~~for~~exploration ~~mines~~activities ~~contain~~require ~~standards~~the ~~for~~falling ~~employment~~of timber, ~~occupational~~then ~~health~~either ~~and~~a ~~safety,~~free ~~accident~~use ~~investigation,~~permit ~~work~~or ~~place~~a ~~conditions,~~license ~~protective~~to ~~equipment,~~cut ~~training~~must ~~programs,~~be ~~and~~issued ~~site~~by ~~supervision~~the state. ~~Also,~~Items ~~the~~such ~~Mineral~~as ~~Exploration~~waste ~~Code~~approvals ~~contains~~may ~~standards~~be ~~for~~required from the State if the proposed exploration activities ~~including~~are ~~construction~~significantly ~~and~~large ~~maintenance,~~enough ~~site~~to ~~preparation,~~warrant ~~drilling,~~them. ~~trenching~~Waste ~~and~~approvals ~~work~~refer into ~~and~~the ~~about~~disposal aof ~~water~~rock ~~body~~materials removed from the earth which must be reclaimed. An environmental impact statement may be required.

~~Additional~~We ~~approvals~~will also have to sustain the cost of reclamation and ~~authorizations~~environmental ~~may~~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 ~~required~~cleaned-up ~~from~~and ~~other~~renewed ~~government~~along ~~agencies,~~standard ~~depending~~guidelines ~~upon~~outlined in the ~~nature~~usual ~~and~~permits. ~~scope~~Reclamation is the process of bringing the ~~proposed~~land ~~exploration~~back ~~program.~~to Ifits ~~the~~natural state after completion of exploration activities. ~~require~~Environmental remediation refers to the ~~falling~~physical activity of ~~timber~~taking steps to remediate, ~~then~~or ~~either~~remedy, aany ~~free~~environmental ~~use~~damage ~~permit~~caused. orThe aamount ~~license~~of tothese ~~cut~~costs ~~must~~is benot ~~issued~~known byat this time as we do not know the ~~state.~~extent ~~Items~~of ~~such~~the asexploration ~~waste~~program ~~approvals~~that ~~may~~will be ~~required~~undertaken ~~from~~beyond completion of the ~~State~~recommended ifwork program. Because there is presently no information on the ~~proposed~~size, ~~exploration~~tenor, ~~activities~~or ~~are~~quality ~~significantly~~of ~~large~~any ~~enough~~resource toor ~~warrant~~reserve ~~them.~~at ~~Waste~~this ~~approvals~~time, ~~refer~~it is impossible to assess the ~~disposal~~impact of ~~rock~~any ~~materials~~capital ~~removed~~expenditures ~~from~~on ~~the~~earnings, ~~earth~~our ~~which~~competitive ~~must~~position beor ~~reclaimed.~~on Anus ~~environmental~~in ~~impact~~the ~~statement~~event ~~may~~a bepotentially ~~required~~economic deposit is discovered.

WeIf ~~will~~we ~~also~~anticipate ~~have~~disturbing toground ~~sustain~~during ~~the~~our ~~cost~~mineral ~~of reclamation and environmental remediation for all~~ exploration ~~work~~activities, ~~undertaken.~~we ~~Both~~may ~~reclamation~~be ~~and~~required ~~environmental remediation refer~~ to ~~putting~~make ~~disturbed~~an ~~ground~~application ~~back as close~~ to ~~its~~the ~~original~~State ~~state~~for asa ~~possible~~permit. ~~Other~~We ~~potential~~do ~~pollution~~not oranticipate ~~damage~~any ~~must~~difficulties bein ~~cleaned-up~~obtaining ~~and~~a ~~renewed~~permit, ~~along~~if ~~standard guidelines outlined in the usual permits~~needed. ~~Reclamation~~Initial ~~is the process of bringing the land back to its natural state after completion of~~ exploration activities. ~~Environmental~~(grid ~~remediation~~establishment, ~~refers~~geological ~~to the physical activity of taking steps to remediate~~mapping, orsoil ~~remedy~~sampling, ~~any~~geophysical ~~environmental~~surveys) ~~damage~~do ~~caused. The amount of these costs is~~ not ~~known~~involve atground ~~this~~disturbance ~~time~~and as wea result 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, itrequire isa ~~impossible~~work topermit. ~~assess~~Any ~~the~~follow-up ~~impact~~trenching ofand/or ~~any~~drilling ~~capital~~will ~~expenditures~~require ~~on earnings~~permits, ~~our~~applications ~~competitive~~for ~~position~~which orwill onbe ussubmitted well in ~~the~~advance ~~event~~of athe ~~potentially~~planned ~~economic deposit is discovered~~work.

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. 7

6If 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:

~~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~~i. ~~Permits~~Ensuring ~~and regulations will control all aspects of the production program if the project continues to~~ that ~~stage.~~any ~~The~~water ~~regulatory~~discharge ~~requirements~~meets ~~that~~drinking wewater ~~will have to meet will likely include:~~ standards;

iii. Dust generation will have to be minimal or otherwise remediated;

~~Ensuring~~iii. ~~that~~Dumping ~~any~~of ~~water~~material ~~discharge~~on ~~meets~~the ~~drinking~~surface ~~water~~will ~~standards~~have to be re-contoured and re-vegetated with natural vegetation;

iiiv. All material to be left on the surface will need to be environmentally benign;

~~Dust~~Ground ~~generation~~water will have to be ~~minimal~~monitored orfor ~~otherwise~~any ~~remediated~~potential contaminants;

~~iii~~vi. The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and

~~Dumping~~vii. There will have to be an impact report of ~~material~~the work on the ~~surface~~local ~~will~~fauna ~~have~~and toflora beincluding ~~re-contoured~~a ~~and~~study ~~re-vegetated~~of ~~with~~potentially ~~natural~~endangered ~~vegetation;~~species.

~~iv.~~WHERE YOU CAN GET ADDITIONAL INFORMATION

~~All~~We ~~material~~file toannual, bequarterly ~~left~~and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC's Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the ~~surface~~operations ~~will~~of ~~need~~the toPublic beReference ~~environmentally~~Room ~~benign;~~by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC's web site, www.sec.gov.

vITEM 1A. RISK FACTORS

~~Ground~~We ~~water~~are ~~will~~a ~~have~~smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to beprovide ~~monitored~~the ~~for~~information ~~any~~under ~~potential~~this ~~contaminants;~~item.

viITEM 1B. UNRESOLVED STAFF COMMENTS

~~The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and~~None.

~~vii~~ITEM 2. PROPERTIES

~~There~~During ~~will~~fiscal ~~have~~2012 toour beoffices anare ~~impact~~located ~~report~~at of7251 ~~the~~W. ~~work~~Lake onMead ~~the~~Blvd., ~~local~~Suite ~~fauna~~300, Las Vegas, Nevada 89128 and ~~flora~~our ~~including~~telephone anumber ~~study~~is (310) 600-8757. As of ~~potentially~~the ~~endangered~~date ~~species~~of this filing, we have not sought to move or change our office site as our space is adequate to meet our needs. We do not own any real property.

~~WHERE~~On ~~YOU~~August ~~CAN~~28, ~~GET~~2007, ~~ADDITIONAL~~we ~~INFORMATION~~acquired a 100% undivided interest in the Lori/Mamquam Property from Andrew Sostad pursuant to a purchase agreement for cash consideration of $6,000. The Lori/Mamquam Property claim is situated in the Vancouver Mining District, British Columbia, Canada. The property has since been abandoned.

WeOn ~~file~~October ~~annual~~9, ~~quarterly~~2010, ~~and~~the ~~current~~Company ~~reports,~~entered ~~proxy~~into ~~statements~~the ~~and~~Dolly ~~other~~Varden ~~information~~Agreement with ~~the~~MinQuest, ~~SEC.~~pursuant ~~You~~to ~~may~~which ~~read~~the ~~and~~Company ~~copy~~acquired ~~our~~the ~~reports~~right orto ~~other~~conduct ~~filings~~mineral ~~made~~exploration ~~with~~activities ~~the~~on ~~SEC~~and atin the ~~SEC’s~~Dolly ~~Public~~Varden ~~Reference Room~~Property, ~~located~~consisting atof ~~100~~Twenty-Two F(22) ~~Street,~~unpatented ~~N.E.~~claims, ~~Washington,~~situated DCin ~~20549.~~Elko ~~You~~County, ~~can~~Nevada ~~obtain~~for ~~information~~a onterm ~~the~~of ~~operations~~twenty of(20) years with the ~~Public~~right ~~Reference~~to ~~Room~~renew. byAdditionally, ~~calling~~the Company acquired the ~~SEC~~right atto ~~1-800-SEC-0330.~~participate ~~You~~in ~~can~~the ~~also~~development ~~access~~of ~~these~~minerals ~~reports~~from ~~and~~the ~~other~~Dolly ~~filings~~Varden ~~electronically~~Property, onsubject to the ~~SEC’s~~terms ~~web~~of ~~site,~~the ~~www~~Dolly Varden Agreement.~~sec.gov.~~

~~ITEM~~On 1ANovember 17, 2010, the Company entered into the Hercules Agreement with MinQuest, whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (7) years on the Hercules Property, consisting of various unpatented mining claims. On ~~RISK~~April ~~FACTORS~~20, 2011, the Company entered into the Amended Hercules Agreement to amend certain terms and conditions of the Hercules Agreement including, an amendment to increase the number of claims included in the Hercules property to 88 claims.

WeOn ~~are~~February a7, ~~smaller~~2011, ~~reporting~~the ~~company~~Company asentered ~~defined~~into bythe ~~Rule~~Gilman ~~12b-2~~Agreement ofwith MinQuest, giving the ~~Securities~~Company ~~Exchange~~the ~~Act~~right to conduct mineral exploration activities on the Gilman Property consisting of ~~1934~~unpatented ~~and~~mining ~~are~~claims, ~~not~~situated ~~required~~in toLander ~~provide~~County, ~~the~~Nevada ~~information~~for ~~under~~a ~~this~~term ~~item~~of twenty (20) years with the right to renew.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~8

~~None~~ITEM 3. LEGAL PROCEEDINGS

~~ITEM~~We 2know 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. ~~PROPERTIES~~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.

~~Our~~ITEM ~~offices are currently located at 7251 W~~4. MINE ~~Lake~~SAFETY Mead Blvd., Suite 300, Las Vegas, Nevada 89128 and our telephone number is (310) 600-8757. We currently have a year contract for this space and we lease the space for $249 per month. As of the date of this filing, we have not sought to move or change our office site as our space is adequate to meet our needs. We do not own any real property.DISCLOSURES

OnNot ~~August 28, 2007, we acquired a 100% undivided interest in the Lori/Mamquam Property from Andrew Sostad pursuant to a purchase agreement for cash consideration of $6,000~~Applicable. ~~The Lori/Mamquam Property claim is situated in the Vancouver Mining District, British Columbia, Canada. The property has since been abandoned.~~

OnPART October 9, 2010, the Company entered into the Dolly Varden Agreement with MinQuest, pursuant to which the Company acquired the right to conduct mineral exploration activities on and in the Dolly Varden Property, consisting of Twenty-Two (22) unpatented claims, situated in Elko County, Nevada for a term of twenty (20) years with the right to renew. Additionally, the Company acquired the right to participate in the development of minerals from the Dolly Varden Property, subject to the terms of the Dolly Varden Agreement.II

OnITEM November 17, 2010, the Company entered into the Hercules Agreement with MinQuest, whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (7) years on the Hercules Property, consisting of various unpatented mining claims5. On MARKET ~~April~~FOR ~~20,~~THE ~~2011,~~COMPANY'S ~~the~~COMMON ~~Company entered into the Amended Hercules Agreement to amend certain terms and conditions of the Hercules Agreement including~~EQUITY, anRELATED ~~amendment~~STOCKHOLDER toMATTERS ~~increase~~AND ~~the~~ISSUER ~~number~~PURCHASES ofOF ~~claims~~EQUITY ~~included in the Hercules property to 88 claims.~~SECURITIES

OnCommon February 7, 2011, the Company entered into the Gilman Agreement with MinQuest, giving the Company the right to conduct mineral exploration activities on the Gilman Property consisting of unpatented mining claims, situated in Lander County, Nevada for a term of twenty (20) years with the right to renew. Stock

~~ITEM~~Our common stock had been quoted on the OTCMarkets (formerly OTC Bulletin Board to December 27, 2011) since April 3., ~~LEGAL~~2008 ~~PROCEEDINGS~~under the symbol "WLOC".

WeThe ~~know~~following oftable nosets ~~material,~~forth ~~existing~~the orhigh ~~pending~~and ~~legal~~low ~~proceedings~~bid ~~against~~prices for our ~~company,~~Common ~~nor~~Stock ~~are~~per wequarter ~~involved~~ as areported ~~plaintiff~~by inthe ~~any~~OTCMarkets ~~material~~for ~~proceeding~~the orquarterly ~~pending~~periods ~~litigation.~~indicated ~~There~~below ~~are~~based noon ~~proceedings~~the inmost ~~which~~recently ~~our~~completed ~~director,~~two ~~officer~~fiscal oryears ~~any~~ended ~~affiliates~~August 31, or2012 ~~any~~and ~~registered~~2011. These orprices ~~beneficial~~represent ~~shareholder,~~quotations isbetween andealers ~~adverse~~without ~~party~~adjustment orfor ~~has~~retail amark-up, ~~material~~markdown ~~interest~~or ~~adverse~~commission toand ~~our~~may ~~interest~~not represent actual transactions.

ITEM 4. [REMOVED AND RESERVED]

Fiscal Quarter	High	Low
2012
First Quarter (Sept 1, 2010 – Nov 30,2010)	$0.058	$0.02
Second Quarter (Dec 1, 2010 – Feb 28, 2011)	$0.028	$0.005
Third Quarter (Mar 1, 2011 – May 31, 2011)	$0.025	$0.003
Fourth Quarter (June 1, 2011 – Aug 31, 2011)	$0.02	$0.008
2011
First Quarter (Sept 1, 2010 – Nov 30,2010)	$1.50	$0.37
Second Quarter (Dec 1, 2010 – Feb 28, 2011)	$2.72	$0.07
Third Quarter (Mar 1, 2011 – May 31, 2011)	$0.12	$0.05
Fourth Quarter (June 1, 2011 – Aug 31, 2011)	$0.095	$0.0499

~~PART~~Record IIHolders

~~ITEM~~As 5of August 31, 2012, an aggregate of 269,837 shares of our Common Stock were issued and outstanding and were owned by approximately 21 holders of record, based on information provided by our transfer agent.

~~MARKET~~Recent ~~FOR~~Sales ~~THE~~of ~~COMPANY’S~~Unregistered ~~COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Securities

~~Common~~On ~~Stock~~January 17, 2013, the Board of Directors of the Company authorized the issuance of 27,500 common shares of the Company's stock to Dr. Larry Eastland, the sole director and officer of the Company, for his services at $1.00.

~~Our~~All ~~common~~ stock ~~had~~issuances ~~been~~discussed ~~quoted~~in onthis section under the ~~OTC~~heading ~~Bulletin~~Unregistered ~~Board~~Sales of Equity Securities and Use of Proceeds were exempt from the registration requirements of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of the same Act since ~~April~~the 3,issuances ~~2008~~of ~~under~~the shares were to persons well known to the ~~symbol~~Company ~~“WLOC~~and did not involve any public offerings.~~OB”.~~

~~The~~There ~~following~~were ~~table~~no ~~sets~~sales ~~forth~~of ~~the~~equity ~~high~~securities ~~and~~sold ~~low~~during ~~bid~~the ~~prices~~period ~~for~~covered ~~our~~by ~~Common~~this ~~Stock~~Report ~~per~~that ~~quarter~~were asnot ~~reported~~registered byunder the ~~OTCBB~~Securities ~~for~~Act ~~the quarterly periods indicated below based on our fiscal year end of August 31. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission~~ and ~~may~~were not ~~represent~~previously ~~actual~~reported ~~transactions. Effective~~in ~~December~~a ~~27,~~Current ~~2011,~~Report ~~our~~on ~~common~~Form ~~stock~~8-K ~~was~~filed ~~removed~~by ~~from quotation on~~ the ~~OTC Bulletin Board and our new symbol is “WLOCE~~Company.~~OB.”~~

Fiscal Quarter	High	Low
First Quarter (Sept 1, 2010 – Nov 30,2010)	$1.50	$0.37
Second Quarter (Dec 1, 2010 – Feb 28, 2011)	$2.72	$0.07
Third Quarter (Mar 1, 2011 – May 31, 2011)	$0.12	$0.05
Fourth Quarter (June 1, 2011 – Aug 31, 2011)	$0.095	$0.0499

Re-Purchase of Equity Securities

~~Record Holders~~None.

As of August 31, 2011, an aggregate of 269,837,040 shares of our Common Stock were issued and outstanding and were owned by approximately 15 holders of record, based on information provided by our transfer agent.Dividends

~~Recent~~ The ~~Sales~~Company effected a reverse split on the basis of ~~Unregistered~~one ~~Securities~~new share for each one thousand shares held (1:1000) approved by FINRA on October 27, 2014, which is retroactively impacted to the share and per share data contained herein.

~~Other~~ Concurrently ~~than~~the Company increased the authorized share capital to 520,000,000 shares. The Company has authorized 520,000,000 shares, of which 500 million shares are authorized as ~~previously~~common ~~disclosed~~stock and 20 million shares are authorized as preferred stock, ~~none~~of which a total of 3,000 shares have been designated Series A Preferred Stock carrying super voting rights of 200:1 as to each share of common stock and convertible into shares of common stock at a ratio of 200 common shares for each one share of Series A preferred stock.

~~Re-Purchase~~Securities ofAuthorized for Issuance Under Equity ~~Securities~~Compensation Plans

None.

~~Dividends~~ITEM 6. SELECTED FINANCIAL DATA

OnWe ~~December~~are ~~27, 2010, the Company authorized~~ a ~~4-for-1~~smaller ~~forward~~reporting ~~split~~company ofas ~~its~~defined ~~issued~~by ~~and~~Rule ~~outstanding~~12b-2 ~~common shares, whereby every one old share~~ of ~~common~~the ~~stock~~Securities ~~was~~Exchange ~~exchanged~~Act ~~for four new shares~~ of ~~the~~1934 ~~Company's common stock. As a result, the issued~~ and ~~outstanding~~are ~~shares~~not ofrequired ~~common stock increased from 67,199,986 prior~~ to ~~the~~provide ~~forward split to 268,799,944 following~~ the ~~forward~~information ~~split.~~under ~~FINRA~~this ~~confirmed approval of the forward split, payable as a dividend to shareholders as of January 11, 2011, and the forward split became effective on January 14, 2011~~item. ~~The forward split shares are payable upon surrender of certificates to the Company's transfer agent.~~

~~Securities~~ITEM ~~Authorized~~7. MANAGEMENT'S ~~for~~DISCUSSION ~~Issuance~~AND ~~Under~~ANALYSIS ~~Equity~~OR ~~Compensation~~PLAN ~~Plans~~OF OPERATION

~~None~~This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect," "intend," "plan," "believe," "foresee," "estimate" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

~~ITEM~~RESULTS 6.OF ~~SELECTED FINANCIAL DATA~~OPERATIONS

WeWorking ~~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.~~Capital

	August 31, 2012			August 31, 2011
Current Assets	$	2,087		$	2,504
Current Liabilities	$	332,306		$	182,688
Working Capital Deficit	$	(330,219	)	$	(180,184	)

~~ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION~~10

~~This~~Cash Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.Flows

RESULTS OF OPERATIONS

	Year Ended			Year Ended
	August 31, 2012			August 31, 2011
Cash Flows (used in) Operating Activities	$	(85,137	)	$	(204,096	)
Cash Flows from (used in) Investing Activities	$	(10,000	)	$	(432,195	)
Cash Flows provided by Financing Activities	$	94,720		$	638,795
Net Increase (decrease) in Cash During Year	$	(417	)	$	2,504

~~Working~~Operating ~~Capital~~Revenues

		August 31, 2011		August 31, 2010
Current Assets	$	2,504	$	0
Current Liabilities	$	182,688	$	66,666
Working Capital Deficit	$	(180,184)	$	(66,666)

We have not generated any revenues since inception.

~~Cash~~Operating ~~Flows~~Expenses and Net Loss

		Year Ended		Year Ended
		August 31, 2011		August 31, 2010
Cash Flows from (used in) Operating Activities	$	(204,096)	$	(21,965)
Cash Flows from (used in) Investing Activities	$	(432,195)	$	0
Cash Flows from (used in) Financing Activities	$	638,795	$	21,635
Net Increase (decrease) in Cash During Period	$	2,504	$	(330)

Operating expenses for the year ended August 31, 2012 totaled $347,286 as compared to $373,318 in fiscal 2011. Professional fees were slightly increased period over period from $34,318 in 2011 to $46,859 in fiscal 2012 as a result of increased legal fees. During the current year we recorded impairment of mineral rights of $243,202 as compared to $198,993 in fiscal 2011. General and administrative expenses were substantially decreased from $140,007 in 2011 to $57,225 in 2012 as we did not have the capital to carry out any work on our mineral assets.

~~Operating~~Net ~~Revenues~~loss for the year ended August 31, 2012 was $385,283 as compared to $669,336 for the year ended August 31, 2011. The overall decrease in net loss of was attributed to the decline on costs associated with debt settled by issuance of shares. The Company recorded a loss of $286,915 in respect to a loss on settlement of debt by issuance of shares during fiscal 2011 with no similar transaction in fiscal 2012. Further during fiscal 2012 we recorded a loss resulting from the impairment of funds held in trust of $17,253 with no similar expense during fiscal 2011.

WeLiquidity ~~have~~and ~~not~~Capital ~~generated any revenues since inception.~~Resources

~~Operating~~As ~~Expenses~~at August 31, 2012, the Company's cash balance was $2,087 as compared to $2,504 as at August 31, 2011 and ~~Net~~its ~~Loss~~total assets were $2,087 compared with $235,706 as at August 31, 2011. The decrease in total assets is attributed to the impairment of mineral rights during the current fiscal year.

~~Operating~~As ~~expenses~~at ~~for~~August ~~the~~31, ~~year~~2012, ~~ended~~the ~~August~~Company ~~31,~~had ~~2011~~total ~~was~~liabilities of $~~373~~332,~~318~~306 compared with ~~$1,458,866~~total ~~for~~liabilities ~~the~~of ~~year~~$182,688 ~~ended~~as at August 31, ~~2010~~2011. The ~~decrease~~increase in ~~operating~~total ~~expenditures~~liabilities was attributed to ~~the~~increases ~~issuance~~in accounts payable and accrued liabilities of 2$27,~~000~~898 as the Company did not have sufficient cash flow to settle obligations. Further the Company incurred $27,000 ~~common~~in ~~shares~~the current year in management fees payable to our CEO and President and a further $94,720 in loan obligations, the proceeds of which were used to settle certain of the Company’'s ~~President~~expenses in ~~2010.~~the normal course.

~~Net~~As ~~loss~~at ~~for~~August 31, 2012, the ~~year~~Company ~~ended~~had ~~August~~a ~~31,~~working ~~2011~~capital ~~was~~deficit of $~~669~~330,~~336~~219 compared with ~~$1,458,866~~a ~~for~~working ~~the~~capital ~~year~~deficit ~~ended~~of $180,184 as at August 31, ~~2010~~2011. The ~~overall~~increase ~~decrease~~ in ~~net~~working ~~loss~~capital ofdeficit ~~$789,530~~ was entirely attributed to the ~~decline~~lack ~~in price~~ of a ~~$1,400,000~~sufficient ~~share~~cash ~~issuance~~flow to ~~the~~pay ~~Company’s~~obligations ~~President~~as inthey ~~2010,~~came ~~and that there were no further issuances to Officers and Directors during 2011~~due.

911

~~Liquidity~~Cashflow ~~and~~from ~~Capital~~Operating ~~Resources~~Activities

AsDuring atthe year ended August 31, ~~2011~~2012, the Company’s used $85,137 of cash ~~balance~~for ~~was~~operating ~~$2,504~~activities compared to the use of $0204,096 asof atcash for operating activities during the year ended August 31, ~~2010~~2011. The decrease in cashflows used for operating activities is attributed to the decline in overall operations and ~~its~~available ~~total~~funding ~~assets~~in ~~were~~the ~~$235,706~~current ~~compared~~fiscal ~~with~~year, $0as well as ata ~~August~~decline ~~31,~~in ~~2010~~noncash transactions. During ~~The~~fiscal ~~increase~~2011 the Company recorded a noncash loss on the settlement of certain debt in ~~total~~the ~~assets~~amount isof ~~attributed~~$286,915, towith no similar transactions in the ~~Hercules~~current ~~Property~~fiscal year. We also recorded a loss resulting from the impairment of funds held in trust of $17,253 with no similar expense during fiscal 2011.

AsCashflow atfrom ~~August~~Investing 31, 2011, the Company had total liabilities of $182,688 compared with total liabilities of $66,666 as at August 31, 2010. The increase in total liabilities was attributed to increases in accounts payable and accrued liabilities of $22,258 as the Company did not have sufficient cash flow to settle obligations. The increase was partially offset by loans to the Company of $160,430. Activities

AsDuring atthe year ended August 31, ~~2011,~~2012 the ~~Company~~company ~~had~~incurred aonly ~~working capital deficit of~~ $~~180~~10,~~184~~000 ~~compared~~in ~~with~~mineral arights ~~working~~acquisition ~~capital~~costs ~~deficit of $66,666~~ as atcompared ~~August 31, 2010. The decrease in working capital deficit was attributed~~ to ~~accounts~~investing ~~payable~~a ~~and~~cumulative ~~accrued~~amount ~~liabilities~~ of $22432,~~258~~195 ~~due~~in toseveral ~~the~~mineral ~~lack~~properties ofduring ~~sufficient~~fiscal ~~cash flow to pay its obligations the increase was partially offset by loans to the Company of $160,430~~2011.

Cashflow from ~~Operating~~Financing Activities

During the year ended August 31, 2011, the Company ~~used~~received $~~204~~638,~~096~~795 of cash ~~for~~from ~~operating~~financing activities compared to ~~the use of~~ $2194,~~965~~720 ~~of cash~~ for ~~operating activities during~~ the year ended August 31, ~~2010~~2012. The ~~increase~~decrease in cashflows ~~used~~provided ~~for~~from ~~operating~~financing activities is ~~attributed~~based toon the fact that the Company ~~received~~did ~~$638,795~~not ofconduct ~~financing~~any ~~from~~share ~~notes~~offerings ~~payable~~in ~~and~~the ~~equity~~current ~~sale~~fiscal ofyear, ~~common~~and ~~stock~~also ofexperienced ~~which~~a ~~the~~reduction ~~majority was used~~ to ~~settle~~loans ~~outstanding~~received ~~obligations~~from ofthird ~~the Company and on going exploration activities~~parties.

~~Cashflow~~Off-Balance ~~from~~Sheet ~~Investing Activities~~Arrangements

~~During~~We ~~the~~have ~~years~~no ~~ended~~significant ~~August~~off-balance ~~31,~~sheet ~~2011~~arrangements ~~the~~that ~~company~~have ~~acquired~~or ~~several~~are ~~mineral~~reasonably ~~properties~~likely into ~~the~~have ~~State~~a ofcurrent ~~Nevada,~~or ~~investing~~future aeffect ~~cumulative~~on ~~amount~~our offinancial ~~$432~~condition,~~195~~ changes in ~~these~~financial ~~mineral properties and~~condition, inrevenues ~~2010~~or expenses, ~~the~~results ~~Company~~of ~~did~~operations, ~~not~~liquidity, ~~have~~capital ~~any~~expenditures ~~cash~~or ~~transactions~~capital ~~related to investing activities~~resources.

~~Cashflow~~Going ~~from Financing Activities~~Concern

~~During~~We ~~the~~have ~~year~~not ~~ended~~attained ~~August~~profitable ~~31,~~operations ~~2011,~~and ~~the~~are ~~Company~~dependent ~~received~~upon ~~$638,795~~obtaining ~~of cash from~~ financing ~~activities compared~~ to ~~$21,635~~pursue ~~for~~any ~~the~~extensive ~~year~~activities. ~~ended~~For ~~August~~these 31reasons, ~~2010.~~our ~~The~~auditors ~~increase~~stated in ~~cashflows~~their ~~provided~~report ~~from~~on ~~financing~~our ~~activities~~audited isfinancial ~~based~~statements ~~on the fact~~ that ~~the~~they ~~Company~~have ~~received~~substantial ~~$638,795~~doubt ofthat ~~financing~~we ~~from~~will ~~third-parties~~be ~~and~~able ~~$0 from related parties~~ to ~~settle~~continue ~~outstanding obligations of the Company during the day-to-day operations~~ as ~~compared~~a togoing ~~$21,635~~concern inwithout ~~2010.~~further financing.

~~Off-Balance~~Future ~~Sheet Arrangements~~Financings

We ~~have~~will nocontinue ~~significant~~to ~~off-balance~~rely ~~sheet~~on ~~arrangements~~equity ~~that~~sales ~~have~~of orour ~~are~~common ~~reasonably~~shares ~~likely~~and tothird ~~have~~party aloans ~~current~~in ororder ~~future~~to ~~effect~~continue onto fund our ~~financial~~business ~~condition,~~operations. ~~changes~~Issuances of additional shares will result in ~~financial~~dilution ~~condition,~~to ~~revenues~~existing orstockholders. ~~expenses,~~There ~~results~~is no assurance that we will achieve any additional sales of ~~operations,~~the ~~liquidity,~~equity ~~capital~~securities ~~expenditures~~or arrange for debt or ~~capital~~other ~~resources.~~financing to fund planned acquisitions and exploration activities.

~~Going~~Critical ~~Concern~~Accounting Policies

We have ~~not~~identified ~~attained~~certain ~~profitable~~accounting ~~operations~~policies, ~~and~~described ~~are~~below, ~~dependent~~that ~~upon~~are ~~obtaining~~most ~~financing~~important to ~~pursue~~the ~~any~~portrayal ~~extensive~~of ~~activities. For these reasons,~~ our ~~auditors~~current ~~stated~~financial incondition ~~their~~and ~~report~~results onof ~~our~~operations. ~~audited~~Our ~~financial~~significant ~~statements~~accounting ~~that~~policies ~~they~~are ~~have~~disclosed ~~substantial~~in ~~doubt~~the ~~that~~notes ~~we will be able~~ to ~~continue~~the asaudited afinancial ~~going~~statements ~~concern~~included ~~without~~in ~~further~~this ~~financing~~Annual Report.

~~Future Financings~~12

WeUse ~~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.Estimates

~~Critical~~The ~~Accounting~~preparation ~~Policies~~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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that it is at least reasonably possible that the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term due to one or more future confirming events and the effect of the change would be material to the financial statements.

WeMineral ~~have~~Property 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. Costs

10Mineral 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 established proven reserves on one of its mineral properties.

~~Use~~Impaired ofAsset ~~Estimates~~Policy

The ~~preparation~~Company ofperiodically ~~financial~~reviews ~~statements~~its inlong-lived ~~conformity~~assets ~~with~~when ~~accounting~~applicable ~~principles~~to ~~generally~~determine ~~accepted~~if inany ~~the~~events ~~United~~or ~~States~~changes ofin ~~America~~circumstances ~~requires~~have ~~management~~transpired towhich ~~make~~indicate ~~estimates~~that ~~and~~the ~~assumptions~~carrying ~~that~~value ~~affect~~of ~~the~~its ~~amounts~~assets ~~reported~~may innot ~~the~~be ~~financial~~recoverable, ~~statements~~pursuant ~~and~~to ~~accompanying~~guidance ~~notes~~established ~~for~~in ~~the~~ASC ~~reporting~~"Property, ~~period~~Plant, and Equipment". ~~Significant~~The ~~areas~~Company ~~requiring~~determines impairment by comparing the ~~use~~discounted offuture ~~management~~cash ~~estimates~~flows ~~relate~~estimated to ~~the~~be ~~valuation~~generated ofby its ~~mineral~~assets ~~leases~~to ~~and~~their ~~claims~~respective ~~and~~carrying ~~our~~amounts. ~~ability~~If impairment is deemed to ~~obtain~~exist, ~~final~~the ~~government~~assets ~~permission~~will tobe ~~complete~~written ~~the~~down ~~project~~to fair value.

~~Exploration~~Management ~~Stage~~periodically ~~Enterprise~~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.

~~Our~~If ~~financial~~an ~~statements~~area ~~are~~of ~~prepared~~interest ~~using~~is ~~the~~abandoned ~~accrual~~or ~~method~~it ofis ~~accounting~~determined ~~and~~that ~~according~~its tocarrying ~~the~~value ~~provisions~~cannot ofbe ~~Statement~~supported ofby ~~Financial~~future ~~Accounting~~production ~~Standards~~or ~~No. 7 (“SFAS 7”)~~sale, ~~“Accounting~~the ~~and~~related ~~Reporting~~costs ~~for~~are ~~Development~~charged ~~Stage~~against ~~Enterprises,”~~operations asin wethe ~~devote~~year ~~substantially all~~ of ~~our~~abandonment ~~efforts~~or todetermination ~~acquiring~~of ~~and exploring mineral properties~~value. ~~Until~~The ~~such~~amounts ~~properties~~recorded ~~are~~as ~~acquired~~mineral leases and ~~developed,~~claims werepresent ~~will~~costs ~~continue~~ to ~~prepare~~date ~~our financial statements~~ and ~~related~~do ~~disclosures~~not innecessarily ~~accordance~~reflect ~~with~~present ~~entities~~or infuture ~~the exploration stage~~values.

~~Cost~~Our exploration activities and proposed mine development are subject to various laws and regulations governing the protection of ~~Maintaining~~the ~~Mineral~~environment. ~~Properties~~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.

WeThe doaccumulated ~~not~~costs ~~accrue~~of ~~the~~properties ~~estimated~~that ~~future~~are ~~costs~~developed in the stage of ~~maintaining~~commercial ~~our~~production ~~mineral~~will ~~properties~~be inamortized ~~good~~to ~~standing~~operations through unit-of-production depletion.

~~Mineral~~Recently ~~Property~~Issued ~~Acquisition~~Accounting ~~Payments and Exploration Costs~~Pronouncements

WeThe ~~record~~Company ~~our~~has ~~interest~~implemented inall ~~mineral~~new ~~properties~~accounting atpronouncements ~~cost.~~that Weare ~~expense~~in ~~all~~effect. ~~costs~~These ~~incurred~~pronouncements ondid ~~mineral~~not ~~properties~~have toany ~~which~~material weimpact ~~have~~on ~~secured~~the ~~exploration~~financial ~~rights,~~statements ~~other~~unless ~~than~~otherwise ~~acquisition costs~~disclosed, ~~prior~~and to the ~~establishment~~Company ofdoes ~~proven~~not ~~and~~believe ~~probable~~that ~~reserves.~~there Ifare ~~and~~any ~~when~~other ~~proven~~new ~~and~~accounting ~~probable~~pronouncements ~~reserves~~that ~~are~~have ~~determined~~been ~~for~~issued athat ~~property~~might ~~and~~have a ~~feasibility~~material ~~study~~impact ~~prepared~~on ~~with~~its ~~respect~~financial toposition ~~the~~or ~~property,~~results ~~then subsequent exploration and development costs~~ of ~~the property will be capitalized~~operations.

WeContractual 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.Obligations

~~Exploration~~We ~~Expenditures~~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.

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.13

~~Management~~ITEM ~~periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals~~7A. QUANTITATIVE AAND ~~decision~~QUALITATIVE toDISCLOSURES ~~abandon,~~ABOUT ~~reduce~~MARKET 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.RISK

IfWe anare ~~area~~a ofsmaller ~~interest~~reporting iscompany ~~abandoned~~as ordefined ~~it is determined that its carrying value cannot be supported~~ by ~~future~~Rule ~~production~~12b-2 orof ~~sale,~~ the ~~related~~Securities ~~costs~~Exchange ~~are~~Act ~~charged against operations in the year~~ of ~~abandonment~~1934 ~~or determination of value. The amounts recorded as mineral leases~~ and ~~claims~~are ~~represent~~not ~~costs~~required to ~~date~~provide ~~and~~the doinformation ~~not~~under ~~necessarily~~this ~~reflect present or future values~~item.

~~Our~~ITEM ~~exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment~~8. FINANCIAL ~~These~~STATEMENTS ~~laws~~AND ~~are~~SUPPLEMENTARY ~~continually changing, generally becoming more restrictive. We have made, and expect to make in the future, expenditures to comply with such laws and regulations.~~DATA

~~The~~TABLE ~~accumulated~~OF CONTENTS ~~costs~~FOR ofFINANCIAL ~~properties that are developed in the stage of commercial production will be amortized to operations through unit-of-production depletion.~~STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firm	F-1

Balance Sheets	F-2

Statements of Operations	F-3

Statement of Changes in Stockholders' Equity	F-4

Statements of Cash Flows	F-5

Notes to Financial Statements	F-6 to F-16

~~Recently Issued Accounting Pronouncements~~14

InREPORT ~~March~~OF ~~2010,~~INDEPENDENT ~~the~~REGISTERED ~~FASB~~PUBLIC ~~(Financial~~ACCOUNTING 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 entity’s 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.FIRM

InTo ~~February 2010,~~ the ~~FASB~~Board ~~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~~Directors ~~beginning of a reporting entity’s first annual period that begins after November 15, 2009~~ and ~~for~~Stockholders ~~interim periods within that first reporting period. Early application is not permitted. The Company’s adoption~~ of Willow ~~provisions~~Creek ~~of ASU 2010-10 did not have a material effect on the financial position~~Enterprises, ~~results of operations or cash flows~~Inc.

InOpinion 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 ~~Company’s~~Financial ~~financial position and results of operations.~~ Statements

InWe ~~January~~have ~~2010,~~audited the ~~Financial~~accompanying ~~Accounting~~balance ~~Standards~~sheets ~~Board~~of Willow Creek Enterprises, Inc. (~~“FASB”~~the Company) ~~issued~~as ~~Accounting~~of ~~Standards~~August ~~Update~~31, ~~(“ASU”)~~2012 ~~No.~~and ~~2010-06~~2011, ~~“Improving~~and ~~Disclosures~~the ~~about~~related ~~Fair~~statements ~~Value~~of ~~Measurements.”~~operations, ~~ASU~~statements ~~No.~~of ~~2010-06~~stockholders' ~~amends~~equity, ~~FASB~~and ~~Accounting~~statements ~~Standards~~of ~~Codification~~cash ~~(“ASC”)~~flows ~~820~~for ~~and~~each ~~clarifies~~of ~~and~~the ~~provides~~years ~~additional~~in ~~disclosure~~the ~~requirements~~two-year ~~related~~period toended ~~recurring~~August ~~and~~31, ~~non-recurring~~2012, ~~fair~~and ~~value~~the ~~measurements~~related notes and ~~employers’~~schedules ~~disclosures~~(collectively ~~about~~referred ~~postretirement~~to ~~benefit~~as ~~plan~~the ~~assets~~financial statements). ~~This~~In ~~ASU~~our isopinion, ~~effective~~the ~~for~~financial ~~interim~~statements ~~and~~present ~~annual~~fairly, ~~reporting~~in ~~periods~~all ~~beginning~~material ~~after~~respects, ~~December~~the 15financial position of the Company as of August 31, ~~2009.~~2012 ~~The~~and ~~adoption~~2011, and the results of ~~ASU~~its ~~2010~~operations and its cash flows for each of the years in the two-06year ~~did~~period ~~not~~ended ~~have~~August a31, ~~material~~2012, ~~impact~~in onconformity with accounting principles generally accepted in the ~~Company’s~~United ~~financial~~States ~~statements.~~of America.

InBasis 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 Company’s consolidated financial statements. Opinion

InThese ~~January~~financial ~~2010,~~statements are the ~~FASB~~responsibility ~~issued~~of anthe ~~amendment~~Company's tomanagement. ~~ASC~~Our ~~820,~~responsibility ~~Fair~~is ~~Value Measurements and Disclosure,~~ to ~~require~~express ~~reporting~~an ~~entities~~opinion toon ~~separately disclose~~ the ~~amounts~~Company's ~~and~~financial ~~business~~statements ~~rationale~~based ~~for~~on ~~significant~~our ~~transfers~~audits. inWe ~~and~~are ~~out~~a ofpublic ~~Level~~accounting 1firm ~~and~~registered ~~Level~~with 2the ~~fair~~Public ~~value~~Company ~~measurements~~Accounting ~~and~~Oversight ~~separately~~Board ~~present~~(United ~~information~~States) ~~regarding~~(PCAOB) ~~purchase, sale, issuance,~~ and ~~settlement~~are ofrequired ~~Level~~to 3be ~~fair~~independent ~~value~~with ~~measures~~respect onto ~~a gross basis. This standard, for which~~ the Company isin ~~currently~~accordance ~~assessing~~with the ~~impact,~~U.S. isfederal ~~effective~~securities ~~for~~laws ~~interim~~ and ~~annual~~the ~~reporting~~applicable ~~periods~~rules ~~beginning~~and ~~after~~regulations ~~December 15, 2009 with the exception~~ of ~~disclosures regarding~~ the ~~purchase,~~Securities ~~sale, issuance,~~ and ~~settlement~~Exchange ofCommission ~~Level~~and ~~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 ~~Company’s consolidated financial statements~~PCAOB.

~~The~~We ~~Company~~conducted ~~has~~our ~~implemented~~audits ~~all~~in ~~new~~accordance ~~accounting~~with ~~pronouncements~~the ~~that~~standards ~~are~~of inthe ~~effect~~PCAOB. ~~These~~Those ~~pronouncements~~standards ~~did~~require ~~not~~that ~~have~~we ~~any~~plan ~~material~~and ~~impact~~perform onthe audits to obtain reasonable assurance about whether the financial statements ~~unless~~are ~~otherwise~~free ~~disclosed~~of material misstatement, ~~and~~whether ~~the~~due to error or fraud. The Company ~~does~~is not ~~believe~~required ~~that~~to ~~there~~have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are ~~any~~required ~~other~~to ~~new~~obtain ~~accounting~~an ~~pronouncements~~understanding ~~that~~of ~~have~~internal ~~been~~control ~~issued~~over ~~that~~financial ~~might~~reporting, ~~have~~but anot ~~material~~for ~~impact~~the purpose of expressing an opinion on ~~its~~the effectiveness of the Company's internal control over financial ~~position~~reporting. orAccordingly, ~~results~~we ofexpress ~~operations~~no such opinion.

~~Contractual~~Our ~~Obligations~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

WeThe ~~are~~accompanying afinancial ~~smaller~~statements ~~reporting~~have ~~company~~been prepared assuming that the Company will continue as ~~defined~~a bygoing ~~Rule~~concern. ~~12b-~~As discussed in Note 2 ofto the ~~Securities~~financial ~~Exchange~~statements, ~~Act~~the ofCompany ~~1934~~suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 2. The financial statements do not ~~required~~include toany ~~provide~~adjustments that might result from the ~~information~~outcome ~~under~~of this ~~item~~uncertainty.

~~ITEM~~/s/ ~~7A.~~M&K ~~QUANTITATIVE~~CPAS, ~~AND~~PLLC ~~QUALITATIVE~~We ~~DISCLOSURES~~have ~~ABOUT~~served ~~MARKET~~as ~~RISK~~the Company's auditor since 2011. Houston, TX May 20, 2019

~~We are a smaller reporting company as defined by Rule 12b~~F-~~2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~1

12Willow Creek Enterprises, Inc.

~~ITEM~~Balance ~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Sheets

WILLOW CREEK ENTERPRISES, INC.

	August 31, 2012			August 31, 2011

ASSETS

Current Assets
Cash	$	2,087		$	2,504
Total Current Assets		2,087			2,504

Mineral rights		-			233,202
Total Assets	$	2,087		$	235,706

					-
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses		50,156			22,258
Accounts payable and accrued expenses, Related party		27,000			-
Loan payable		255,150			160,430
Total Current Liabilities		332,306			182,688

Stockholders' Deficit
Preferred stock – authorized 20,000,000 shares of $0.0001 par value, None issued and outstanding		-			-
Common Stock - authorized 500,000,000 shares of $0.0001 par value, 269,837shares of common stock issued and outstanding as of August 31, 2012 and August 31, 2011		27			27
Additional paid in capital		2,282,039			2,279,993
Accumulated deficit		(2,612,285	)		(2,227,002	)
Total Stockholders' Deficit		(330,219	)		53,018
Total Liabilities and Stockholders' Deficit	$	2,087		$	235,706

~~AUGUST~~The ~~31,~~accompanying ~~2011~~notes are an integral part of these audited financial statements

	Index
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Stockholders’ Equity (Deficit)	F-5
Statement of Cash Flows	F-6
Notes to the Financial Statements	F-7

F-2

~~Note:~~Willow ~~During~~Creek ~~the year ended August 31~~Enterprises, ~~2011 the Company changed Independent Registered Accounting firms, due to the fact that the Company's previous Independent Registered Accounting Ceased operations during the year ended August 31, 2011~~Inc.

~~F-1~~Statements of Operations

~~REPORT~~For OFthe ~~INDEPENDENT~~fiscal ~~REGISTERED~~years ~~PUBLIC~~ended ~~ACCOUNTING~~August ~~FIRM~~31, 2012 and 2011

To the Board of Directors

	Fiscal year ended August 31,
	2012			2011
Revenues	$	-		$	-

Operating expenses:
Professional fees		46,859			34,318
Mineral rights impairment		243,202			198,993
General and administrative		57,225			140,007
Total operating expenses		347,286			373,318

Other income (expenses)
Interest expenses		(20,744	)		(9,103	)
Loss on debt settlement		-			(286,915	)
Impairment of funds held in trust		(17,253	)		-
Total other income (expenses)		(37,997	)		(296,018	)

Net income (loss) for the period		(385,283	)		(669,336	)


Net loss per common share, basic and diluted	$	(1.43	)		(1.98	)

Weighted average number of common shares, basic and diluted		269,837			337,448

~~Willow~~The ~~Creek~~accompanying ~~Enterprises,~~notes ~~Inc.~~are an integral part of these audited financial statements

~~(An Exploration Stage Company)~~F-3

~~We have audited the accompanying balance sheets of~~ Willow Creek Enterprises, Inc.(An Exploration Stage Company) as of August 31, 2011 and the related statements of operations, changes in shareholders' equity (deficit) and cash flows for the period then ended and from inception (January 16, 2007) through August 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

WeStatements ~~conducted our audit in accordance with 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the CompanyStockholders's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.Deficiency

Infor ~~our opinion,~~ the ~~financial~~years ~~statements~~ended ~~referred~~August ~~to above present fairly~~31, in2012 ~~all~~and ~~material respects, the financial position of Willow Creek Enterprises, Inc. as of~~ August 31, 2011~~, and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.~~

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statement, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	Preferred Stock				Common Stock
	Shares		Amount		Shares			Amount			Additional Paid-In Capital		Accumulated Deficit			Total
BALANCE, AUGUST 31, 2010		-	$	-		668,800		$	67		$	1,490,933	$	(1,557,666	)	$	(66,666	)
Surrender and cancellation of company stock issued to the president October 22, 2011		-		-		(400,000	)		(40	)		40		-			-
Stock issued for Stock Purchase Agreement		-		-		606			0			275,757		-			275,757
Stock issued for Stock Purchase Agreement		-		-		431			0			250,000		-			250,000
Warrant issued for Stock Purchase Agreement		-		-		-			-			261,158		-			261,158
Imputed interest		-		-		-			-			2,105		-			2,105
Net loss		-		-		-			-			-		(669,336	)		(669,336	)
BALANCE, AUGUST 31, 2011		-		-		269,837			27			2,279,993		(2,227,002	)		53,018
Imputed interest		-		-		-			-			2,046					2,046
Net loss		-		-		-			-			-		(385,283	)		(385,283	)
BALANCE, AUGUST 31, 2012		-	$	-		269,837		$	27		$	2,282,039	$	(2,612,285	)	$	(330,219	)

~~/s/~~The ~~M&K~~accompanying ~~CPAS,~~notes ~~PLLC~~are an integral part of these audited financial statements

~~www.mkacpas.com~~F-4

~~Houston~~Willow Creek Enterprises, ~~Texas~~Inc.

~~February~~Statements 7,of ~~2012~~Cash Flows

~~F-2~~For the years ended August 31, 2012 and 2011

WILLOW CREEK ENTERPRISES, INC. (An Exploration Stage Company) BALANCE SHEETS

	For the Fiscal Year ended August 31,
	2012			2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(385,283	)	$	(669,336	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Loss on debt settlement		-			286,915
Impairment expense on mineral property		243,202			198,993
Imputed interest		2,046			2,105
Issuance of common stock for services rendered		-			-
Changes in operating assets and liabilities:
Accounts payable & accrued liabilities		27,898			(22,773	)
Accounts payable & accrued liabilities, related party		27,000			(22,773	)
Cash (used in) operating activities		(85,137	)		(204,096	)

CASH FLOWS TO INVESTING ACTIVITIES
Mineral rights acquisition		(10,000	)		(432,195	)
Cash (used in) investing activities		(10,000	)		(432,195	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscriptions of common stock		-			250,000
Proceeds from loans payable		94,720			389,970
Repayment of debt		-			(1,175	)
Cash provided by financing activities		94,720			638,795

INCREASE (DECREASE) IN CASH		(417	)		2,504
CASH AT BEGINNING OF PERIOD		2,504			-

CASH AT END OF PERIOD	$	2,087		$	2,504

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$			$	-
Cash paid for interest expense	$			$	-

SUPPLEMENTALNON-CASH FINANCING AND INVESTING ACTIVITIES
Surrender and cancellation of common stock	$	-		$	(100,000	)
Effect of reverse stock split	$	269,810			-

		August 31, 2011		August 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	2,504	$	-
Total Current Assets		2,504		-
Mineral rights		233,202		-
TOTAL ASSETS	$	235,706	$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable & accrued liabilities	$	22,258	$	45,031
Loans payable		160,430		21,635
Total Current Liabilities		182,688		66,666
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-		-
Common stock, $0.00025 par value, 300,000,000 shares authorized, 269,837,040 and 668,799,944 (post-split) shares issued and outstanding at August 31, 2011 and 2010 respectively		67,459		167,200
Additional paid in capital		2,212,561		1,323,800
Deficit accumulated during the exploration stage		(2,227,002)		(1,557,666)
Total Stockholders' Equity (Deficit)		53,018		(66,666)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	235,706	$	-

The accompanying notes are an integral part of these audited financial statements

~~The accompanying notes are an integral part of these consolidated financial statements.~~F-5

~~F-3~~Willow Creek Enterprises, Inc.

WILLOW CREEK ENTERPRISES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
		For the Year Ended		For the Year Ended		For the Period From January 16, 2007 (Inception) to
		August 31, 2011		August 31, 2010		August 31, 2011
Revenues	$	-	$	-	$	-
Operating expenses:
Professional fees		34,318		1,436,710		1,504,819
Mineral rights impairment		198,993		-		198,993
General and administrative		140,007		22,156		227,172
Total operating expenses		373,318		1,458,866		1,930,984
Other income (expenses)
Interest expense		(9,103)		-		(9,103)
Debt settlement loss		(286,915)		-		(286,915)
Total other income (expenses)		(296,018)		-		(296,018)
Net (loss)	$	(669,336)	$	(1,458,866)	$	(2,227,002)
Weighted average number of shares outstanding during		326,490,272		661,260,216
the period - basic and diluted
Net loss per share - basic and diluted	$	(0.00)	$	(0.00)

NOTES TO FINANCIAL STATEMENTS

~~The~~NOTE ~~accompanying~~1 ~~notes~~- ~~are~~NATURE anOF ~~integral part of these consolidated financial statements.~~OPERATIONS

~~F-4~~Willow Creek Enterprises, Inc. ("Company") was incorporated in the State of Delaware on January 16, 2007. The Company was organized to explore mineral properties, currently in The State of Nevada.

~~WILLOW~~NOTE ~~CREEK~~2 ~~ENTERPRISES,~~– ~~INC.~~GOING ~~(An Exploration Stage Company) STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)~~CONCERN

	Preferred Stock			Common Stock				Additional Paid-In Capital		Accumulated Deficit During Exploration Stage
	Shares Issued		Par Value $.001 per share	Shares Issued		Par Value $.00025 per share						Total
BALANCE, JANUARY 16, 2007 (Inception)	-	$	-	-	$	-	$	-	$	-	$	-
Common stock issued to company president	-		-	420,000,000		105,000		(100,000)		-		5,000
Common stock issued to non affiliate shareholders	-		-	240,799,944		60,200		25,800		-		86,000
Net loss	-		-	-		-		-		(14,085)		(14,085)
BALANCE, AUGUST 31, 2007	-	$	-	660,799,944	$	165,200	$	(74,200)	$	(14,085)	$	76,915
Net loss	-		-	-		-		-		(67,316)		(67,316)
BALANCE, AUGUST 31, 2008	-	$	-	660,799,944	$	165,200	$	(74,200)	$	(81,401)	$	9,599
Net loss	-		-	-		-		-		(17,399)		(17,399)
BALANCE, AUGUST 31, 2009	-	$	-	660,799,944	$	165,200	$	(74,200)	$	(98,800)	$	(7,800)
Company stock issued to company president August 10, 2010	-		-	8,000,000		2,000		1,398,000		-		1,400,000
Net loss	-		-	-		-		-		(1,458,866)		(1,458,866)
BALANCE, AUGUST 31, 2010	-	$	-	668,799,944	$	167,200	$	1,323,800	$	(1,557,666)	$	(66,666)
Surrender and cancellation of company stock issued to the president October 22, 2011	-		-	(400,000,000)		(100,000)		100,000		-		-
Stock issued for debt settlement	-		-	606,060		151		275,606		-		275,757
Company stock issued for private placement January 11, 2011	-		-	431,036		108		249,892		-		250,000
Warrant issued for debt settlement	-		-	-		-		261,158		-		261,158
Imputed interest	-		-	-		-		2,105		-		2,105
Net loss	-		-	-		-		-		(669,336)		(669,336)
BALANCE, AUGUST 31, 2011	-	$	-	269,837,040	$	67,459	$	2,212,561	$	(2,227,002)	$	53,018
The accompanying notes are an integral part of these consolidated financial statements.

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, 2012, the Company had $2,087 (2011 - $2,504), in cash, working capital deficit of $330,219 (2011 - $180,184) and stockholders' deficit of $330,219 (2011- stockholder's equity of $53,018) and accumulated net losses of $2,612,285 (2011- $2,227,002) 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.

~~F-5~~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)
STATEMENTS OF CASH FLOWS
		For the year ended		For the year ended		For the Period From January 16, 2007 (Inception) to
		August 31, 2011		August 31, 2010		August 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(669,336)	$	(1,458,866)	$	(2,227,002)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Loss on debt settlement		286,915		-		286,915
Impairment expense on mineral property		198,993		-		198,993
Imputed interest		2,105		-		2,105
Issuance of common stock for services rendered		-		1,400,000		1,400,000
Changes in operating assets and liabilities:
Accounts payable & accrued liabilities		(22,773)		36,901		22,258
Cash (used in) operating activities		(204,096)		(21,965)		(316,731)
CASH FLOWS TO INVESTING ACTIVITIES
Mineral rights acquisition		(432,195)		-		(432,195)
Cash (used in) investing activities		(432,195)		-		(432,195)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscriptions of common stock		250,000		-		341,000
Proceeds from loans payable		389,970		21,635		411,605
Repayment of debt		(1,175)		-		(1,175)
Cash provided by financing activities		638,795		21,635		751,430
INCREASE (DECREASE) IN CASH		2,504		(330)		2,504
CASH AT BEGINNING OF PERIOD		-		330		-
CASH AT END OF PERIOD	$	2,504	$	-	$	2,504
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$	-	$	-	$	-
Cash paid for interest expense	$	-	$	-	$	-
SUPPLEMENTALNON-CASH FINANCING AND INVESTING ACTIVITIES
Issuance of common stock for services rendered	$	-	$	1,400,000	$	1,400,000
Surrender and cancellation of common stock	$	(100,000)	$	-	$	(100,000)
The accompanying notes are an integral part of these consolidated financial statements.

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES

~~F-6~~Basis of Presentation

~~WILLOW~~The ~~CREEK~~accompanying ~~ENTERPRISES~~financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States ("GAAP"), ~~INC~~and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").

~~(An~~Use ~~Exploration~~of ~~Stage Company)~~Estimates

~~NOTES~~The TOpreparation ~~THE~~of ~~CONSOLIDATED~~financial ~~FINANCIAL~~statements ~~STATEMENTS~~in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that it is at least reasonably possible that the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term due to one or more future confirming events and the effect of the change would be material to the financial statements.

~~For~~Significant estimates include, but are not limited to, assumptions used in the ~~period~~valuation of ~~January~~equity 16compensation, ~~2007~~allocation ~~(inception)~~of purchase price for acquired assets and assumptions used in our impairment testing of long-lived assets.

~~through~~Regulatory ~~August 31, 2011~~Matters

~~NOTE~~The 1Company -and ~~NATURE~~its OFmineral ~~OPERATIONS~~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.

~~Willow Creek Enterprises, Inc (“Company”) was incorporated in the State of Delaware on January 16, 2007. The Company was organized to explore mineral properties, currently in The State of Nevada.~~ F-6

~~NOTE~~Willow 2Creek –Enterprises, ~~GOING CONCERN~~Inc.

~~These~~NOTES ~~consolidated~~TO ~~financial~~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, 2011, the Company had $2,504, in cash, working capital deficit of $180,184 and stockholders’ equity of $53,018 and accumulated net losses of $2,227,002 since inception. The consolidated 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.STATEMENTS

~~Management's~~NOTE ~~plans~~3 ~~for~~– ~~the~~SUMMARY ~~continuation~~OF ofACCOUNTING ~~the~~POLICIES 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 consolidated financial statements pertain to continuing operations. The Company is not currently earning any revenues.(CONTINUED)

~~NOTE~~Cash 3and –Cash ~~SUMMARY OF ACCOUNTING POLICIES~~Equivalents

~~Basis~~For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of ~~Presentation~~three (3) months or less at the time of purchase. For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. As of August 31, 2012, and 2011 there are no cash equivalents.

~~These~~Stock-Based consolidated 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”.Compensation

~~Principles~~The Company measures the cost of ~~Consolidation~~employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. Restricted stock awards are measured based on the fair market values of the underlying stock on the dates of grant. For service type awards, share-based compensation expense is recognized on a straight-line basis over the period during which the employee is required to provide service in exchange for the entire award. For awards that vest or begin vesting upon achievement of a performance condition, the Company estimates the likelihood of satisfaction of the performance condition and recognizes compensation expense when achievement of the performance condition is deemed probable using an accelerated attribution model.

The ~~consolidated~~fair ~~financial~~value ~~statements~~of ~~include~~options is calculated using the ~~accounts~~Black-Scholes option pricing model to determine the fair value of stock options on the ~~Company~~date ~~and~~of ~~its~~grant ~~wholly~~based ~~owned~~on ~~subsidiary~~key ~~Willow~~assumptions ~~Creek~~such ~~Development,~~as ~~Inc.~~expected avolatility ~~company~~and ~~incorporated~~expected ~~under~~term, so long as the ~~Company~~option ~~Act~~does ofnot ~~Alberta~~contain onprovisions ~~August~~that ~~28,~~require ~~2007.~~a ~~All~~more ~~inter-company~~complex ~~transactions~~model ~~have~~to ~~been~~be ~~eliminated~~used.

~~Use~~Fair Value of ~~Estimates~~Financial Instruments

The ~~preparation~~Company offollows ~~financial~~the ~~statements~~fair invalue ~~conformity~~measurement ~~with~~rules, ~~Generally~~which ~~Accepted~~provides ~~Accounting~~guidance ~~Principles~~on ~~(GAAP)~~the ~~requires~~use ~~management~~of tofair ~~make~~value ~~estimates~~in accounting and ~~assumptions~~disclosure ~~that~~for ~~affect~~assets ~~the~~and ~~reported~~liabilities ~~amounts~~when ofsuch ~~assets~~accounting and ~~liabilities,~~disclosure ~~and~~is ~~disclosure~~called offor ~~contingent~~by ~~assets~~other ~~and~~accounting ~~liabilities,~~literature. atThese ~~the~~rules ~~date~~establish ofa ~~these~~fair ~~consolidated~~value ~~financial~~hierarchy ~~statements,~~for ~~and~~inputs ~~the~~to ~~reported~~be ~~amounts~~used to measure fair value of ~~revenues~~financial assets and ~~expenses~~liabilities. ~~during~~This hierarchy prioritizes the ~~reporting~~inputs ~~period.~~to ~~Actual~~valuation ~~results~~techniques ~~could~~used ~~differ~~to ~~from~~measure ~~those~~fair ~~estimates~~value into three levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority).

~~F-7~~Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date.

~~WILLOW~~Level 2—Inputs ~~CREEK~~other ~~ENTERPRISES~~than quoted prices included within Level 1 that are observable for the asset or liability, ~~INC~~either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

~~(An~~Level 3—Inputs ~~Exploration~~are ~~Stage~~unobservable and reflect the Company)'s assumptions as to what market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available.

~~NOTES~~Investments TOare ~~THE~~reflected ~~CONSOLIDATED~~in ~~FINANCIAL~~the ~~STATEMENTS~~accompanying financial statements at fair value. The carrying amount of receivables and accounts payable and accrued expenses approximates fair value due to the short-term nature of those instruments.

~~For~~The ~~the~~estimated ~~period~~fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of ~~January~~lease 16receivables, ~~2007~~accounts ~~(inception)~~payable, accrued liabilities, and mortgages payable approximate fair value given their short-term nature or effective interest rates, which constitutes level three inputs.

~~through August 31, 2011~~F-7

~~NOTE~~Willow 3Creek –Enterprises, ~~SUMMARY OF ACCOUNTING POLICIES (CONTINUED)~~Inc.

~~Regulatory~~NOTES ~~Matters~~TO FINANCIAL STATEMENTS

~~The~~NOTE ~~Company~~3 ~~and~~– ~~its~~SUMMARY ~~mineral~~OF ~~property~~ACCOUNTING ~~interests~~POLICIES 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.(CONTINUED)

~~Cash~~Impaired ~~and~~Asset ~~Cash Equivalents~~Policy

The Company ~~considers~~periodically ~~all~~reviews ~~highly~~its ~~liquid~~long-lived ~~investments~~assets ~~with~~when anapplicable ~~original~~to ~~maturity~~determine ofif ~~three~~any ~~months~~events or ~~less~~changes toin 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 discounted future cash ~~equivalents~~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.

~~Stock-Based~~Mineral ~~Compensation~~Property Costs

~~The~~Mineral ~~Company~~property ~~accounts~~acquisition, ~~for~~exploration ~~stock~~and ~~options~~development ~~issued~~costs toare ~~employees~~expenses inas ~~accordance~~incurred ~~with~~until ~~the~~such ~~provisions~~time ofas ~~FASB~~economic ~~ASC~~reserves ~~718,~~are ~~“Stock Compensation”~~quantified. As ~~such,~~From ~~compensation~~that ~~cost~~time isforward, ~~measured on~~ the ~~date~~Company ofwill ~~grant~~capitalize asall ~~the~~costs ~~excess~~to ~~of current market price of~~ the ~~underlying~~extent ~~stock~~that ~~over~~future ~~the~~cash ~~exercise~~flows ~~price. Such~~from ~~compensation~~mineral ~~amounts~~resources ~~are~~equal ~~amortized~~or ~~over~~exceed the ~~respective~~costs ~~vesting~~deferred. ~~periods~~The ofdeferred ~~the~~costs ~~option~~will ~~grant. The~~be ~~Company~~amortized ~~adopted~~over the ~~disclosure~~recoverable ~~provisions~~reserves ofwhen ~~FASB~~a ~~ASC~~property ~~718,~~reaches ~~“Accounting~~commercial ~~for~~production. ~~Stock-Based~~Costs ~~Compensation,”~~related ~~and FASB ASC 718, which allows entities~~ to ~~provide~~site ~~pro~~restoration ~~forma~~programs ~~net~~will ~~income~~be ~~(loss)~~accrued ~~and~~over ~~pro~~the ~~forma~~life ~~earnings~~of ~~(loss)~~the ~~per~~project. ~~share~~To ~~disclosures~~date, ~~for~~the ~~employee~~Company ~~stock~~has ~~option~~established ~~grants~~proven asreserves ifon ~~the~~one ~~fair-valued~~of ~~based~~its ~~method~~mineral ~~has been applied~~properties.

~~The~~Basic ~~Company~~and ~~accounts~~Diluted ~~for~~Loss ~~stock~~Per 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. Share

~~Impaired~~The ~~Asset~~Company ~~Policy~~computed basic and diluted loss per share amounts 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.

~~The~~Income 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 discounted 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. Taxes

~~Start-up~~Deferred ~~Expenses~~tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured at rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized.

~~The~~Recent ~~Company~~Accounting 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, 2011.Pronouncements

~~F-8~~There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.

~~WILLOW CREEK ENTERPRISES, INC.~~F-8

~~(An~~Willow ~~Exploration~~Creek ~~Stage~~Enterprises, ~~Company)~~Inc.

NOTES TO ~~THE CONSOLIDATED~~ FINANCIAL STATEMENTS

~~For~~NOTE ~~the~~4 ~~period~~– ofMINERAL ~~January~~LEASES ~~16,~~AND ~~2007 (inception)~~CLAIMS

~~through~~On August 3128, 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 were abandoned in 2011.

~~NOTE~~On 3October –9, ~~SUMMARY~~2010, OFthe ~~ACCOUNTING~~Company ~~POLICIES~~entered into that certain Minerals Lease and Agreement (~~CONTINUED~~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 (the "Property"), 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.

~~Mineral~~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 ~~Costs~~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.

~~Mineral~~On ~~property~~February ~~acquisition~~7, ~~exploration~~2011, ~~and~~the ~~development~~Company ~~costs~~entered ~~are~~into ~~expenses~~that ascertain ~~incurred~~Minerals ~~until~~Lease ~~such~~and ~~time~~Agreement as(the ~~economic~~"Agreement") ~~reserves~~with ~~are~~MinQuest, ~~quantified~~Inc., ~~From~~a ~~that~~Nevada ~~time~~S ~~forward~~Corporation ("MinQuest"), giving the Company ~~will~~the ~~capitalize~~right ~~all~~to ~~costs~~conduct tomineral exploration activities on and in unpatented mining claims collectively known as the ~~extent~~Gilman ~~that~~Gold ~~future~~Property ~~cash~~(the ~~flows~~"Property"), ~~from~~situated ~~mineral~~in ~~resources~~Lander ~~equal~~County, orNevada ~~exceed~~for a term of twenty (20) years (the ~~costs~~"Term") ~~deferred~~with the right to renew. As ~~The~~consideration, ~~deferred~~the ~~costs~~Company ~~will~~paid beten ~~amortized~~thousand ~~over~~dollars ($10,000) (the ~~recoverable~~"Base ~~reserves~~Rent") ~~when~~upon aexecution ~~property~~of ~~reaches~~the ~~commercial~~Agreement, ~~production.~~and ~~Costs~~an ~~related~~annual topayment ~~site~~of ~~restoration~~the ~~programs~~Base ~~will~~Rent beplus ~~accrued~~any ~~over~~applicable annual rent increases in accordance with all of the ~~life~~other terms and conditions of the ~~project.~~Agreement, Tofor ~~date~~the remainder of the Term. Additionally, the Company ~~has~~shall ~~established~~be ~~proven~~granted ~~reserves~~the onsubsequent ~~one~~right to participate in the development of ~~its~~minerals ~~mineral~~from ~~properties~~the Property subject to the terms and conditions of the Agreement.

~~Foreign~~On ~~Currency~~April ~~Translation~~20, 2011, the Company entered into an Amended Minerals Lease and Agreement with MinQuest (the "Amended Agreement") to amend certain terms and conditions of the Original Agreement including, but not limited to, the following material changes from the Original Agreement to the Amended Agreement: i) the Term is extended from seven (7) years to twenty (20) years; ii) the payment schedule as set forth in paragraph 3(a) is amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 is increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A is amended to include 88 claims in the aggregate. On April 20, 2011, the Company issued a press release announcing that it has acquired an additional two (2) mining claims as part of its Hercules Property located in Lyon County, Nevada.

~~The~~During ~~Company’s~~the ~~functional~~fiscal ~~currency~~year isended ~~the~~August ~~Canadian~~31, ~~dollar~~2012 asa ~~substantially~~total ~~all~~ of ~~the~~$243,202 ~~Company’s~~was ~~operations~~impaired ~~are~~due into ~~Canada.~~lack ~~The Company used the United States dollar as its reporting currency for consistency with registrants~~ of ~~the~~ongoing ~~Securities~~exploration ~~and~~work ~~Exchange Commission~~ and financing in ~~accordance~~determining ~~with~~a ~~the~~proven ~~ASC 830 “Foreign Currency Translation”~~reserve.

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, 2011.F-9

~~Transactions~~Willow ~~undertaken~~Creek ~~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~~Enterprises, ~~exchange gains and losses are included in other items on the consolidated statements of operations~~Inc. ~~There were no exchange gains or losses as of August 31, 2011.~~

~~Basic~~NOTES ~~and~~TO ~~Diluted~~FINANCIAL ~~Loss Per Share~~STATEMENTS

~~The~~NOTE ~~Company~~5 ~~computed~~– ~~basic~~IMPAIRMENT ~~and~~OF ~~diluted~~LONG-LIVED loss per share amounts 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.ASSETS

~~Fair~~The ~~Value~~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 ~~Financial~~its ~~Instruments~~assets may not be recoverable, pursuant to guidance established in ASC "Property, Plant, and Equipment". The Company determines impairment by comparing the discounted 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.

~~ASC~~The ~~820,~~amount ~~“Fair Value Measurement and Disclosures,” requires disclosures~~ of ~~information~~impairment ~~regarding~~listed ~~the~~below ~~fair value of certain financial instruments for which it~~ is ~~practicable~~due to ~~estimate~~acquisition ~~the~~costs ~~value.~~and ~~For~~exploration ~~purpose~~costs ofassociated ~~this~~with ~~disclosure,~~ the ~~fair~~Company's ~~value~~mineral ofproperties aprior ~~financial~~to ~~instrument~~discovery isof ~~the~~an ~~amount~~indicated ~~at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation~~resource.

Comprehensive Loss


	August 31,
	2012		2011
Total Cash Spent	$	10,000	$	432,195
Mineral Property Expense	$	-	$	198,993
Impaired	$	233,202	$	-
Total Mineral Property	$	243,202	$	233,202
Expense Capitalized	$	-	$	-

~~ASC~~In ~~220,~~March ~~“Reporting~~of ~~Comprehensive Income~~2011,” ~~establishes~~a ~~standards~~technical ~~for~~report ~~the~~was ~~reporting~~prepared and ~~display~~in ofaccordance ~~comprehensive~~with ~~loss~~43-101 ~~and~~which ~~its~~is ~~components~~the incurrent industry standard. In the ~~financial~~report, ~~statements.~~an Asindicated resource of ~~August 31~~16, ~~2011~~554,587 ~~the~~short ~~Company~~tons ~~has~~at noan ~~items~~average ~~that~~grade ~~represent~~of ~~comprehensive~~0.024 ~~loss~~ounces ~~and~~per ~~therefore~~ton, ~~has~~equating ~~not~~to ~~included~~399,703 aounces ~~schedule~~ of ~~comprehensive~~gold ~~loss in financial statements~~equivalent.

~~F-9~~NOTE 6 – COMMON STOCK AND PREFERRED STOCK

~~WILLOW~~The ~~CREEK~~Company ~~ENTERPRISES~~effected a reverse split on the basis of one new share for each one thousand shares held (1:1000) which was approved by FINRA on October 27, ~~INC~~2014 and is retroactively impacted to the share and per share data contained herein.

~~(An~~Concurrently ~~Exploration~~the ~~Stage~~Company increased the authorized share capital from 300,0000,000 to 520,000,000 shares. The Company) has authorized 520,000,000 shares, of which 500 million shares are authorized as common stock and 20 million shares are authorized as preferred stock, of which a total of 3,000 shares have been designated Series A Preferred Stock carrying super voting rights of 200:1 as to each share of common stock and convertible into shares of common stock at a ratio of 200 common shares for each one share of Series A preferred stock.

~~NOTES~~As TOat ~~THE~~August ~~CONSOLIDATED~~31, ~~FINANCIAL~~2012 ~~STATEMENTS~~and 2011 there were 269,837 shares of common stock issued and outstanding. As at August 31, 2012 and 2011 there were Nil shares of Series A Preferred Stock issued and outstanding.

~~For~~NOTE ~~the~~7 ~~period~~- ofLOANS ~~January 16, 2007 (inception)~~PAYABLE

~~through~~Lender ~~August 31, 2011~~#1

~~NOTE~~As 3of –August ~~SUMMARY~~31, OF2011, ~~ACCOUNTING~~the ~~POLICIES~~Company ~~(CONTINUED)~~had received a loan in the amount of $20,460 from an unrelated third party. The funds are non-interest bearing, unsecured, and do not have any specific repayment terms. The Company imputed interest expense of $2,046 and $2,105 during the fiscal year ended August 31, 2012 and 2011, respectively.

~~Income~~Lender ~~Taxes~~ #2

~~Income~~As ~~taxes~~of ~~are~~August ~~recognized~~31, in2011, ~~accordance~~the ~~with~~Company ~~ASC~~had ~~740,~~received ~~“Income~~loans ~~Taxes”~~in the amount of $389,970 ~~whereby~~from ~~deferred~~an ~~income~~unrelated ~~tax~~third ~~liabilities~~party, orof ~~assets~~which at$250,000 ~~the~~was ~~end~~converted ofto ~~each~~606common ~~period~~shares ~~are~~and ~~determined~~606share ~~using~~purchase ~~the~~warrants ~~tax~~with ~~rate~~an ~~expected~~exercise toprice beof in$437.50 ~~effect~~per ~~when~~share. ~~the~~We ~~taxes~~recorded ~~are~~a ~~actually~~loss ~~paid~~on orsettlement ~~recovered.~~of Adebt ~~valuation~~in ~~allowance~~the isamount ~~recognized~~of on$286,915 ~~deferred~~in ~~tax~~respect ~~assets~~of ~~when~~the ittransaction. The isremaining ~~more~~funds ~~likely~~$139,970 ~~than~~are ~~not~~interest ~~that~~bearing ~~some~~at ora ~~all~~rate of ~~these~~10% ~~deferred~~per ~~tax~~annum. ~~assets~~The ~~will~~funds are unsecured, and do not behave ~~realized.~~any specific repayment terms.

~~Recent Accounting Pronouncements~~F-10

~~Recent~~Willow ~~accounting~~Creek ~~pronouncements~~Enterprises, ~~that the Company has adopted or will be required to adopt in the future are summarized below~~Inc.

InNOTES ~~August~~TO ~~2010,~~FINANCIAL the FASB issued Accounting Standard Updates No. 2010-21 (ASU No. 2010-21) “Accounting for Technical Amendments to Various SEC Rules and Schedules” and No. 2010-22 (ASU No. 2010-22) “Accounting for Various Topics – Technical Corrections to SEC Paragraphs”. ASU No 2010-21 amends various SEC paragraphs pursuant to the issuance of Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies. ASU No. 2010-22 amends various SEC paragraphs based on external comments received and the issuance of SAB 112, which amends or rescinds portions of certain SAB topics. Both ASU No. 2010-21 and ASU No. 2010-22 are effective upon issuance. The amendments in ASU No. 2010-21 and No. 2010-22 will not have a material impact on the Company’s consolidated financial statements.STATEMENTS

InNOTE ~~April~~7 ~~2010, the FASB issued Accounting Standard Update No. 2010~~-13 ~~“Stock~~LOANS ~~Compensation”~~PAYABLE (~~Topic 718~~CONTINUED). ASU No. 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The adoption of this ASU did not have a material impact on our consolidated financial statements; however, it may affect any future stock distributions

InLender ~~February~~#2 ~~2010, the FASB issued ASU 2010-09, "Subsequent Events~~ (~~Topic 855~~Cont'd) - Amendments to Certain Recognition and Disclosure Requirements." ASU 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 requirements that an SEC filer disclose the date through which subsequent events have been evaluated. ASC 2010-09 was effective upon issuance and has been adopted by the Company.

F-On September 29, 2011, the Company issued an unsecured ten percent (10%) Promissory Note (the "Note") to Duke Holdings Ltd. ("Duke") in the amount of four thousand seven hundred US dollars ($4,700), to evidence funds loaned by Duke to the Company on September 29, 2011. The Note earns simple interest accruing at ten percent (10%) per annum and is due upon demand ten (10) days written notice by Duke.

~~WILLOW~~On ~~CREEK~~December ~~ENTERPRISES~~27, ~~INC~~2011, the Company issued an unsecured ten percent (10%) Promissory Note (the "Note") to Duke Holdings Ltd. ("Duke") in the amount of ten thousand US dollars ($10,000), to evidence funds lent by Duke to the Company on December 9, 2011. The Note earns simple interest accruing at ten percent (10%) per annum and is due upon demand with ten (10) days written notice by Duke.

On March 22, 2012, the Company issued an unsecured ten percent (An10%) ~~Exploration~~Promissory ~~Stage~~Note (the "Note") to Duke Holdings Ltd.("Duke") in the amount of eighty thousand US dollars ($80,020), to evidence funds lent by Duke to the Company on March 15, 2012. The Note earns simple interest accruing at ten percent (10%) per annum and is due upon demand with ten (10) days written notice by Duke.

~~NOTES~~The TOCompany ~~THE~~recorded ~~CONSOLIDATED~~interest ~~FINANCIAL~~expense ~~STATEMENTS~~of $18,698 and $6,998 during the fiscal years ended August 31, 2012 and 2011, respectively.

~~For~~NOTE ~~the~~8- ~~period~~RELATED ofPARTY ~~January 16, 2007 (inception)~~TRANSACTIOINS

~~through~~During the fiscal year ended August 31, ~~2011~~2012, Mr. Terry Fields, the President of the Company and a greater than 10% shareholder, charged $36,000 to the Company as consulting fees. The Company paid $9,000, leaving $27,000 included in the accounts payable and accrued expenses as at August 31, 2012.

NOTE 39 – ~~SUMMARY~~IMPAIRMENT OF ~~ACCOUNTING~~FUNDS ~~POLICIES~~HELD ~~(CONTINUED)~~IN TRUST

InOn ~~January~~August ~~2010~~31, 2012 the ~~FASB~~Company's ~~has~~management ~~published~~determined ~~ASU~~to ~~2010-02~~impair ~~“Consolidation~~a ~~(Topic~~total ~~810)- Accounting and Reporting for Decreases in Ownership~~ of ~~a Subsidiary—a Scope Clarification~~$17,”253 asin ~~codified~~cash held in ~~ASC~~trust ~~810,~~with ~~“Consolidation~~legal counsel.” ~~ASU~~The ~~No. 2010-02~~Company ~~applies~~was ~~retrospectively~~unable to ~~April 1,~~confirm ~~2009,~~such ~~our~~funds ~~adoption~~remained ~~date for ASC 810-10-65-1 as previously discussed~~ in ~~this~~trust ~~financial~~for ~~note. This ASU clarifies~~ the ~~applicable~~benefit ~~scope~~ of ~~ASC~~the ~~810~~Company ~~for~~as aat ~~decrease~~the inend ~~ownership in a subsidiary or an exchange~~ of afiscal ~~group of assets that is a business or nonprofit activity~~2012. The ~~ASU~~trust ~~also~~balance ~~requires~~which ~~expanded~~management ~~disclosures.~~was ~~The~~able ~~amendments~~to inindependently ~~this~~verify ~~Update~~at ~~are~~the ~~effective~~fiscal ~~for~~year ~~interim~~ended ~~and~~August ~~annual~~31, ~~periods~~2012 ~~ending~~totaled ~~on or after December 15~~$2, ~~2009~~087, ~~and~~which ~~should~~amount beremains ~~applied~~ on athe ~~retrospective~~Company's ~~basis.~~balance ~~The~~sheets ~~adoption~~as ofcash ~~this~~at ~~ASU~~August ~~did not have a material impact on our consolidated financial statements; however~~31, ~~it may affect future divestitures of subsidiaries or groups of assets within its scope~~2012.

InNOTE ~~January 2010, the FASB issued Accounting Standards Update No. 2010-06 applicable to FASB ASC 820-~~10, ~~Improving~~– ~~Disclosures~~COMMITMENTS ~~about~~AND Fair Value Measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). CONTINGENCIES

~~Additionally,~~On ~~the~~October ~~guidance~~9, ~~clarifies~~2010, ~~that~~the aCompany ~~reporting~~entered ~~entity~~into ~~should~~that ~~provide~~certain ~~fair~~Minerals ~~value~~Lease ~~measurements~~and ~~for~~Agreement ~~each~~with ~~class~~MinQuest ofgiving ~~assets~~the ~~and~~Company ~~liabilities and disclose~~ the ~~inputs~~right ~~and~~to ~~valuation~~conduct ~~techniques~~mineral ~~used~~exploration ~~for~~activities ~~fair~~on ~~value~~and ~~measurements~~in ~~using~~unpatented ~~significant~~mining ~~other~~claims ~~observable~~collectively ~~inputs~~known ~~(Level~~as 2)Dolly ~~and~~Varden ~~significant~~South ~~unobservable inputs~~ (~~Level~~the 3"Property")., ~~This~~situated ~~guidance~~in isElko ~~effective for interim and annual periods beginning after December 15~~County, ~~2009~~Nevada ~~except~~ for ~~the~~a ~~disclosures~~term ~~about~~of ~~purchases,~~twenty ~~sales,~~(20) ~~issuances~~with ~~and settlements in~~ the ~~Level~~right 3to ~~reconciliation,~~renew. ~~which~~The ~~will~~agreement berequired ~~effective~~an ~~for interim and~~ annual ~~periods~~payment ~~beginning~~of ~~after~~ten ~~December 15,~~thousand ~~2010.~~dollars ~~As this guidance provides only disclosure requirements~~($10,000) for the ~~adoption~~remainder of ~~this~~the ~~standard~~term. The ~~did~~Company ~~not~~remitted ~~impact~~ the ~~Company’s~~required ~~consolidated~~annual ~~results~~payment ofin ~~operations,~~fiscal ~~cash flows or financial positions~~2012.

~~Other~~On ~~ASUs~~November ~~not~~17, ~~effective~~2010, ~~until~~the ~~after~~Company ~~August~~entered ~~31,~~into ~~2011,~~a ~~are~~further ~~not~~Minerals ~~expected~~Lease and Agreement with MinQuest whereby the Company acquired the right to ~~have~~conduct mineral exploration activities for a ~~significant~~term ~~effect~~of seven (7) years on various unpatented mining claims situated in Lyon County, Nevada collectively known as the Hercules Property. Under the terms of the agreement the Company’s ~~consolidated~~shall ~~financial~~pay ~~position~~an oraggregate ~~results~~of $290,000 over the term of ~~operations~~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. On April 20, 2011, the Company entered into an Amended Minerals Lease and Agreement with MinQuest (the "Amended Agreement") to amend certain terms and conditions of the Original Agreement including, but not limited to, the following material changes from the Original Agreement to the Amended Agreement: i) the Term is extended from seven

~~NOTE 4 – MINERAL LEASES AND CLAIMS~~F-11

OnWillow ~~August~~Creek 28Enterprises, ~~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~~Inc. ~~The claims were purchased for $6,000 cash and were abandoned in 2011.~~

OnNOTES ~~October~~TO 9,FINANCIAL 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 (the “Property”), 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.STATEMENTS

~~F-11~~NOTE 10 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

~~WILLOW~~(7) ~~CREEK~~years ~~ENTERPRISES~~to twenty (20) years; ii) the payment schedule as set forth in paragraph 3(a) is amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 is increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A is amended to include 88 claims in the aggregate. As at August 31, ~~INC~~2012, the Company has not yet fulfilled the terms of the work commitment or the required aggregate payments.

~~(An~~On ~~Exploration~~February ~~Stage~~7, 2011, the Company entered into that certain Minerals Lease and Agreement with MinQuest giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as the Gilman Gold Property for a term of twenty (20) years (the "Term") with the right to renew. Under the terms of the agreement the Company must make an annual payment of the base rent of $10,000, plus any applicable annual rent increases in accordance with all of the other terms and conditions of the agreement, for the remainder of the Term. As at August 31, 2012, the Company had failed to make its required payments of the base rent.

~~NOTES~~NOTE TO11 ~~THE~~– ~~CONSOLIDATED~~INCOME ~~FINANCIAL STATEMENTS~~TAXES

~~For~~The provision (benefit) for income taxes from continued operations for the ~~period~~years ofended ~~January~~August 1631, ~~2007~~2012 ~~(inception)~~and 2011 consist of the following:

through August 31, 2011

	August 31
	2012			2011
Current:
Federal	$	-		$	-
State		-			-
		-			-
Deferred:
Federal	$	888,177			757,180
State		232,493			199,203
		1,120,670			955,383
Valuation allowance		(1,120,670	)		(955,383	)
Provision benefit for income taxes, net	$	-		$	-

~~NOTE~~The 4difference –between ~~MINERAL~~income ~~LEASES~~tax ~~AND~~expense ~~CLAIMS~~computed ~~(CONTINUED)~~by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

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.

	August 31
	2012			2011
Statutory federal income tax rate		34.0	%		34.0	%
State income taxes and other		8.9	%		8.9	%
Valuation allowance		(42.9	%)		(42.9	%)

OnDeferred ~~February~~income 7,taxes ~~2011,~~result ~~the~~from ~~Company~~temporary ~~entered~~differences 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~~ the ~~Gilman~~recognition ~~Gold Property (the “Property”), situated in Lander County, Nevada for a term~~ of ~~twenty~~income ~~(20) years (the “Term”) with the right to renew. As consideration, the Company shall pay ten thousand dollars ($10,000) (the “Base Rent”) upon execution of the Agreement,~~ and anexpenses ~~annual~~for ~~payment of~~ the ~~Base~~financial ~~Rent~~reporting ~~plus~~purposes ~~any applicable annual rent increases in accordance with all of the other terms~~ and ~~conditions of the Agreement,~~ for ~~the~~tax ~~remainder of the Term~~purposes. ~~Additionally,~~The ~~the~~tax ~~Company~~effect ~~shall~~of bethese ~~granted~~temporary ~~the~~differences ~~subsequent~~representing ~~right~~deferred totax ~~participate~~asset inand ~~the~~liabilities ~~development~~result ofprincipally ~~minerals~~ from the ~~Property subject to the terms and conditions of the Agreement.~~following:

On April 20, 2011, the Company entered into an Amended Minerals Lease and Agreement with MinQuest (the “Amended Agreement”) to amend certain terms and conditions of the Original Agreement including, but not limited to, the following material changes from the Original Agreement to the Amended Agreement: i) the Term is extended from seven (7) years to twenty (20) years; ii) the payment schedule as set forth in paragraph 3(a) is amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 is increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A is amended to include 88 claims in the aggregate.

	August 31,
	2012			2011
Net operating loss carryforward	$	2,612,285		$	2,227,002
Valuation allowance		(2,612,285	)		(2,227,002	)
Deferred income tax asset	$	-		$	-

OnThe ~~April 20, 2011, the~~ Company ~~issued~~has a ~~press~~net ~~release~~operating ~~announcing~~loss ~~that~~carryforward itof ~~has~~approximately ~~acquired an additional two (~~$2),612,285 ~~mining~~available ~~claims~~to asoffset ~~part~~future oftaxable ~~its~~income ~~Hercules~~through ~~Property located in Lyon County, Nevada~~2022.

~~NOTE 5 – IMPAIRMENT OF LONG LIVED ASSETS~~F-12

~~The~~Willow ~~Company~~Creek 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 recoverableEnterprises, ~~pursuant to guidance established in ASC “Property, Plant, and Equipment"~~Inc. The Company determines impairment by comparing the discounted 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.

~~The~~NOTES ~~amount~~TO ofFINANCIAL ~~impairment listed below is due to acquisition costs and exploration costs associated with the Company's mineral properties prior to discovery of an indicated resource.~~ STATEMENTS

F-NOTE 12 – SUBSEQUENT EVENTS

~~WILLOW~~On ~~CREEK~~September ~~ENTERPRISES~~17, ~~INC~~2012, Mr. Fields resigned as an officer and director and Dr. Larry Eastland was appointed Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary and Treasurer.

~~(An~~On ~~Exploration~~January ~~Stage~~17, 2013, the Board of Directors of the Company) authorized the issuance of 27,500 common shares of the Company's stock to Dr. Larry Eastland, the sole director and officer of the Company, for his services at $1.00.

~~NOTES~~On TOMay ~~THE~~10, ~~CONSOLIDATED~~2013, ~~FINANCIAL~~the ~~STATEMENTS~~Company entered into a Share Exchange Agreement by and between the Company and Mia Mynt Mining Company ("Mia Mynt"), a private company of the Republic of the Union of Myanmar with its operating office located in the kingdom of Thailand.

~~For~~The terms of the ~~period~~Share ofExchange ~~January~~Agreement 16were unable to be fulfilled by both Mia Mynt and the Company during the quarter ended November 30, ~~2007~~2013. As ~~(inception)~~a result, the parties mutually agreed to terminate the Agreement.

~~through~~On May 14, 2014, the Company entered into promissory notes with 3 separate third-party investors in the total amount of $400,000. On August 21, 2014, the Company and the Note holders determined to settle the debts in exchange for the issuance of Series A Preferred Stock, which carry super voting rights of 200:1 and is convertible into shares of common stock at a ratio of 200 common shares for each one share of Series A preferred stock. As of August 31, ~~2011~~2014, The Company had issued all 3,000 Series A Preferred shares in respect to the above notes in the amount of $400,000.

~~NOTE~~On 5May –23, ~~IMPAIRMENT~~2014 OFthe ~~LONG~~Company ~~LIVED~~entered ~~ASSETS~~into a Sale and Purchase agreement with Pryme Oil and Gas LLC, a Texas corporation, (~~CONTINUED~~the "Seller") where under the Company, as "Purchaser", will acquire 100% of the Seller's working interests and net revenue interests in the oil and gas leases and areas of mutual interest held by Seller in the AVOYELLES & ST. LANDRY PARISHES, LOUISIANA, known as the Tuner Bayou Acreage (the "Acreage"). In addition, the Purchaser shall acquire the Seller's working interest in the personal property, equipment and fixtures on the Acreage, as well as any available seismic, geologic, geophysical, geochemical, engineering, financial, prior drilling and production histories, legal and cultural information, reports, studies and data accumulated by Seller in the acquisition and development of the Acreage. In consideration for the acquisition, the Purchaser shall assume certain debts of the Seller, not to exceed $1,400,000, shall pay the Seller's proportionate share of the installation of an artificial lift system on the Rosewood Plantation 21-H well (the "Workover") not to exceed $260,000 within 30 days of the execution of the agreement, and shall agree to drill at least one Chalk well within 4 months of the aforementioned workovers. As at May 31, 2014 the Company has remitted an initial deposit of $60,000 towards the required Workover fees, and subsequent to May 31, 2014, has remitted the remaining $200,000 payment as required. As at the date of this report the transaction has not yet closed. Under the terms of the agreement, should the transaction fail to close for any reason, the $260,000 advance by the Company shall be converted into an unrestricted block of stock in Prime Energy Limited in equivalent value to the cash proceeds advanced, determined using a VWAP share price. As at the date of this report the transaction has not yet closed due to a change in economic conditions and certain legal matters incurred by Pryme which are being addressed by Pryme. During fiscal 2017, Pryme declared bankruptcy and its assets were acquired by Indago Energy Ltd.("Indago"). Under the terms of the proceeding, Indago acquired none of the existing liabilities of Pryme as at the date of the asset transfer. As a result, effective August 31, 2017, the Company has written down the full amount remitted as deposits to Pryme pending further negotiation with Indago.

		August 31,
		2011		2010
Total Cash Spent	$	432,195	$	-
Mineral Property Expense	$	198,993	$	-
Impaired		-		-
Total Mineral Property		233,202		-
Expense Capitalized		-		-

F-13

InWillow ~~March~~Creek ~~of 2011~~Enterprises, ~~a technical report was prepared and in accordance with 43-101 which is the current industry standard~~Inc. ~~In the report, an indicated resource of 16,554,587 short tons at an average grade of 0.024 ounces per ton, equating to 399,703 ounces of gold equivalent.~~

~~NOTE~~NOTES 6TO –FINANCIAL ~~STOCKHOLDERS’ EQUITY~~STATEMENTS

~~Between~~NOTE ~~January~~12 ~~16,~~– ~~2007~~SUBSEQUENT ~~and~~EVENTS ~~August 31, 2007, the Company received one subscription from the Company’s sole officer and director totaling cash proceeds of $5,000 and the issuance of 105,000,000 common shares.~~(CONTINUED)

~~Between~~On ~~January~~May 1630, ~~2007~~2014, the Company and ~~August~~Mr. ~~31,~~Terry ~~2007,~~Fields entered into a Convertible Note Agreement ("Fields Note") where under the Company ~~received~~agreed ~~subscriptions~~to ~~from~~convert 45outstanding ~~non~~debt into an interest free convertible note with a one-~~affiliate~~year ~~shareholders~~term commencing May 30, ~~totaling~~2014, ~~cash~~and ~~proceeds~~whereby at the election of the Note Holder during the term, the value of the note may be converted into shares of common stock at $860.001 per share. As at the date of issue,~~000~~ ~~and~~the Fields Note was considered to have a beneficial conversion feature ("BCF") because the conversion price was less than the quoted market price at the time of issuance. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of 60grant to be $27,~~199~~000,~~986~~ ~~common~~or ~~shares~~the face value of the note. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the fiscal year ended August 31, 2014 was $27,000.

On ~~February~~May 2330, ~~2010~~2014, ~~the~~Mr. ~~Company~~Terry ~~completed~~Fields ("Seller") further entered into a ~~21-1~~Convertible ~~forward~~Promissory ~~split~~Note Purchase Agreement in respect of the ~~Company’s~~Fields ~~issued~~Note with unrelated third parties ("Buyers") where under Mr. Terry Fields assigned his debt to Buyers for $35,000 payable in cash and ~~outstanding~~delivery ~~common~~of 500,000 free trading shares of the Company. On December 12, ~~bringing~~2014, the ~~total~~Board of ~~issued~~Directors ~~common~~approved the issuance of 27,000,000 post-split shares toin ~~165~~fulfillment of all obligations under the Fields Note. As a result,~~199~~ 500,~~986~~000 ~~from~~shares 7were issued on December 29,~~866~~ 2014 to Mr. Fields,~~666~~ with the remaining 26,500,000 shares issued on February 25, 2015 to certain assignees.

On ~~August~~June 101, ~~2010~~2014, the Company ~~issued~~provided 2$83,~~000,000~~450 ~~shares~~to ofa ~~restricted~~third ~~common~~party ~~stock~~as toa loan for working capital in the ~~Company’s~~form ~~new~~of ~~incoming~~a ~~President~~two-year ~~there~~note, ~~was~~bearing nointerest ~~cash~~at ~~consideration~~a ~~paid~~rate ~~for~~of ~~these~~6% ~~shares~~per ~~and~~annum. ~~have~~The ~~been~~loan ~~valued~~is atunsecured $0and remains outstanding.70 As ~~the~~at ~~trading~~August ~~value~~31, on2017 the ~~day~~Company ~~the~~wrote ~~agreement~~down ~~was~~the ~~entered~~receivable atas ~~$1,400,000~~uncollectible.

On ~~October~~June 2230, ~~2010~~2014, the Company ~~retired~~and Mr. Eastland entered into a ~~total~~Convertible Note Agreement ("Eastland Note") where under the Company agreed to convert outstanding debt of ~~100~~$155,~~000~~986 into an interest free convertible note with a one year term commencing June 30,~~000~~ ~~common~~2014, ~~restricted~~and whereby at the election of the Note Holder during the term, the value of the note may be converted into shares ~~owned~~of bycommon stock at $0.05 per share, higher than the fair market value of the Company’'s ~~former~~common ~~president~~shares as at the date the notes were issued. As a result, the Company has determined the conversion feature associated with these notes is not beneficial to the holder as at the date of issue. If the Note holders elect to convert the principal value of the notes and stock payment is not made within ten (10) days of its demand, the Borrower shall pay an additional fee in the amount of 10% of the total shares issuable under the note.

~~From~~On ~~September~~July ~~2011 to December 15~~31, ~~2010~~2014, ~~the Company accepted a $250,000 Loan from Duke Holdings Ltd~~Mr. inEastland ~~exchange~~assigned ~~for:~~his i)convertible ~~606,060~~note ~~shares~~to ofcertain ~~the~~third ~~Company’s common stock priced at $0~~parties.~~4125~~ On ~~per~~March ~~share~~25, ~~par value $0.001~~2015, ~~and ii) a three (~~3~~) year warrant to purchase additional shares of the Company’s common stock priced at $0.4375 per share~~, ~~par value $0.001~~119,730 ~~per the terms of the Stock Purchase Agreement. The net proceeds of the financing of $250,000 was allocated on a relative fair value basis as $606,060 to common~~ shares ~~and~~were ~~$606,060 to warrants. The fair value of each warrant~~ issued ~~was~~in ~~calculated~~fulfillment ~~using the Black-Scholes option pricing model with the following assumptions: expected life~~ of ~~1.50~~all ~~years;~~obligations ~~volatility~~under ofthis ~~314~~note.~~31% ; no dividend yield; and a discount rate of 0.66%.~~

OnThe ~~January 11, 2011, the~~ Company ~~accepted,~~effected ~~per~~a ~~the~~reverse ~~terms~~split ofon the ~~Stock~~basis ~~Purchase Agreement, $250,000 from Duke Holdings Ltd. in exchange for: i) 431,032 shares~~ of ~~the~~one ~~Company’s~~new ~~common stock priced at $0.54 per~~ share, ~~par~~for ~~value~~each ~~$0.001,~~one ~~and~~thousand ~~ii)~~shares aheld ~~three~~ (31:1000) ~~year~~effective ~~warrant~~October ~~to purchase additional shares of the Company’s common stock priced at $0.60 per share~~27, ~~par value $0.001. The net proceeds of the financing of $1~~2014,~~679,720~~ ~~was~~which ~~allocated~~is onretroactively aimpacted ~~relative fair value basis as $1,444,653~~ to ~~common shares and $235,067 to warrants. The fair value of each warrant issued was calculated using~~ the ~~Black-Scholes~~share ~~option pricing model with the following assumptions: expected life of 1.50 years; volatility of 214.17%; no dividend yield;~~ and aper ~~discount~~share ~~rate~~data ofcontained 0herein.~~60%.~~

F-On October 8, 2014, the Company entered into a Share Exchange Agreement with Texas Shale Oil Inc. ("TSO"). Under the Share Exchange Agreement, the Company acquired 100% of TSO in exchange for the issuance of 349,000,000 post reverse split shares of the common stock of SHLE, par value $0.0001. On October 31, 2014, the Company issued 335,247,500 shares in respect to Share Exchange Agreement with Texas Shale Oil, Inc. ("TSO") and reserved the remaining 13,752,500 unissued shares as stock payable of which 11,247,500 shares were reserved for issuance in a future period and 2,505,000 shares were reserved pending fulfillment of certain terms of the Share Exchange Agreement between the Company and Texas Shale Oil Inc. During fiscal 2017, 13,752,500 shares reserved for issuance were terminated by management and the parties to whom the shares were payable. Effective October 31, 2014 TSO became a wholly owned subsidiary of the Company. TSO holds certain intangible assets including acquired geologic, geophysical, geochemical and engineering data, land acquisition costs and certain associated technical expenses.

~~WILLOW CREEK ENTERPRISES, INC.~~F-14

~~(An~~Willow ~~Exploration~~Creek ~~Stage~~Enterprises, ~~Company)~~Inc.

NOTES TO ~~THE CONSOLIDATED~~ FINANCIAL STATEMENTS

~~For~~NOTE ~~the~~12 ~~period~~– ofSUBSEQUENT ~~January~~EVENTS ~~16, 2007~~ (~~inception~~CONTINUED)

~~through~~On ~~August~~October 31, ~~2011~~2014 the Company changed its name to Shale Oil International, Inc. and commenced trading under the symbol SHLE on the OTC Markets. Mr. Eastland resigned his position as President and CEO, and concurrently Mr. Ronald Cormick became the President and CEO of the Company. Mr. Ronald Cormick is also the sole officer and director of TSO.

~~NOTE~~On 6June –5, ~~STOCKHOLDERS’~~2015, ~~EQUITY~~the controlling shareholders of the Company entered into an Assignment and Assumption Agreement (~~CONTINUED~~the "Assumption Agreement"), with Eagle Mountain Corporation (OTCQB: EMTC) pursuant to which the shareholders assigned their controlling interest in the Company to Eagle Mountain Corporation. Concurrently the Company became an 85.39% controlled subsidiary of Eagle Mountain Corporation. Eagle Mountain Corporation and the Company have a director in common, Mr. Larry Eastland. Mr. Ronald Cormick, a Director and officer of the Company and our wholly owned subsidiary, TSO, is also the Chief Executive officer of Eagle Mountain Corporation.

~~Effective~~On ~~January~~August 1410, ~~2011,~~2016 the Company ~~completed~~issued a ~~4-1~~total ~~forward split~~ of ~~the~~180,000 ~~issued and outstanding~~ shares ofto ~~the~~Terry ~~Company.~~Fields ~~All~~in ~~amounts~~consideration ~~have~~for ~~been~~legal ~~adjusted~~fees ~~for~~in the ~~forward~~amount ~~split~~of $1,800.

AsDuring afiscal ~~result~~2017, ofEagle ~~the~~Mountain ~~forward~~Corporation ~~split,~~and the ~~151,515~~Company ~~common~~entered ~~shares~~into ~~and~~an ~~151,515~~agreement ~~share~~whereby ~~purchase~~a ~~warrants~~total ~~issued~~of on324,000,000 ~~December~~shares ~~15,~~held ~~2010~~by ~~would~~Eagle ~~change~~Mountain Corporation were returned to ~~606,060~~the ~~common~~Company ~~shares,~~for ~~and~~cancellation. Concurrently ~~606,060~~the ~~share~~Company ~~purchase~~ceased ~~warrants~~to ~~with~~be ana ~~exercise~~controlled ~~price~~subsidiary of $0Eagle Mountain Corporation.~~43.75~~ As ~~per~~at ~~share~~the date of this report the shares have been effectively canceled.

AsOn August 9, 2017, the Company's subsidiary TSO entered into an option agreement with a ~~result~~Cyprus company whereby an agent acting on behalf of the ~~forward~~Company ~~split~~incorporated Texas Shale Oil International Corp. ("TSOIC"). TSOIC was incorporated on August 10, 2017 and the ~~107~~issued shares allocated to TSO were held by a third-party nominee. Mr. Ron Cormick,~~758~~ ~~common~~our ~~shares~~President and ~~107~~CEO,~~758~~ ~~share~~became ~~purchase~~an ~~warrants~~officer ~~issued~~and ondirector ~~January~~of ~~11,~~TSOIC ~~2011~~and ~~would~~Mr. ~~change~~Larry Eastland became a director. Initiatives expected to ~~431~~be undertaken by TSOIC regarding certain oil and gas business ventures in Ukraine in association with a Ukrainian private equity firm have failed to materialize in subsequent periods. Mr. Eastland resigned his directorship March 5,~~032~~ ~~common~~2018 ~~shares~~and concurrently, 100% ownership of TSOIC was transferred to TSO, and ~~431~~the partnership was terminated. Thereafter,~~032~~ ~~share~~on ~~purchase~~June ~~warrants~~13, ~~with~~2018 TSO transferred its entire interest in TSOIC to an ~~exercise~~arm's ~~price~~length third party. Mr. Ron Cormick tendered his resignation from the Board of $0TSOIC concurrently, on June 13, 2018.60 Subsequently ~~per~~TSOIC ~~share~~fell into default in the State of Nevada.

~~NOTE~~TSO 7continues to focus its expertise and efforts on its works-in-progress ~~LOANS~~projects ~~PAYABLE~~in the USA, Australia and elsewhere.

AsDuring ofthe fiscal year ended August 31, ~~2011~~2018, the Company ~~had~~and ~~received~~certain arelated ~~loan~~and unrelated parties entered into certain three-year convertible notes bearing interest at eight (8%) percent per annum commencing November 27, 2017 in the cumulative principal amount of $20150,~~460~~777 ~~from~~relative anto ~~unrelated~~advances ~~third~~received ~~party. The~~to ~~funds~~the ~~are~~date ~~non-interest~~of ~~bearing~~the agreements, and ~~unsecured~~whereby at the election of the Note Holder during the term, ~~and~~the dovalue ~~not~~of ~~have~~the ~~any~~note ~~specific~~may ~~repayment~~be ~~terms~~converted into shares of common stock at a 25% discount to the market at the time of conversion.

AsOn ofSeptember ~~August 31~~6, ~~2011~~2018, ~~the~~Mr. ~~Company~~Justin ~~had~~Eastland ~~received loans in the amount of $389,970 from an unrelated third party, of which $250,000~~ was ~~converted~~appointed toDirector ~~606,060 common shares~~ and ~~606,060~~Deputy ~~share~~Secretary ~~purchase warrants with an exercise price~~ of ~~$0.43.75~~the ~~per share~~Company. ~~The~~Justin ~~remaining~~Eastland ~~funds~~is ~~$139,970~~the ~~are~~son ~~interest bearing at a rate~~ of ~~10% per annum and have imputed interest to date of $2,105~~Dr. ~~The~~Larry ~~funds are unsecured~~Eastland, Secretary and ~~do not have any specific repayment terms~~Director.

~~NOTE~~On 8September –14, ~~INCOME~~2018, ~~TAXES~~the Board of Directors of Shale Oil International Inc. ("SHLE" or the "Company") approved a change in fiscal year end from August 31 to March 31. This change in the fiscal year end was made to better align SHLE's reporting calendar with the fiscal year end of Conquest Holdings Ltd. ("Conquest"), a company incorporated under the laws of Hong Kong, and the target of acquisition by SHLE. SHLE, Conquest and the shareholders of Conquest entered into an agreement in February 2019 whereunder Conquest will become a wholly owned subsidiary of SHLE on closing.

~~The~~On ~~provision~~December ~~(benefit)~~13, ~~for~~2018, ~~income~~the ~~taxes~~Company ~~from~~redomiciled ~~continued~~to ~~operations~~the ~~for~~State ~~the~~of ~~years~~Nevada ~~ended~~from ~~August~~the ~~31,~~State ~~2011~~of ~~and~~Delaware. The ~~2010~~Company ~~consist~~is ofnow ~~the~~a ~~following:~~Nevada corporation.

		August 31
		2011		2010
Current:
Federal	$	-	$	-
State		-		-
		-		-
Deferred:
Federal	$	227,574	$	494,424
State		198,203		131,429
		425,777		625,853
Valuation allowance		(425,777)		(625,853)
Provision benefit for income taxes, net	$	-	$	-

F-15

~~F-14~~Willow Creek Enterprises, Inc.

~~WILLOW~~NOTES ~~CREEK~~TO ~~ENTERPRISES,~~FINANCIAL ~~INC.~~STATEMENTS

~~(An~~NOTE ~~Exploration~~12 ~~Stage~~– ~~Company~~SUBSEQUENT EVENTS (CONTINUED)

~~NOTES~~On TOJanuary ~~THE~~10, ~~CONSOLIDATED~~2019, ~~FINANCIAL~~Mr. ~~STATEMENTS~~Larry Eastland resigned as the President of the Company.

~~For~~On ~~the~~January ~~period~~15, 2019, Mr. Cormick was appointed President, CEO and a Director of ~~January~~the 16Company and Mr. Larry Eastland became the Secretary, ~~2007~~Treasurer ~~(inception)~~and a Director of the Company.

~~through~~On ~~August~~January 17, 2019 the Company, Mr. Ronald Cormick, President and Director of both the Company and its controlled subsidiary, Texas Shale Oil International Inc. ("TSO"), and TSO agreed to enter into a Purchase and Sale Agreement (the "PSA") whereunder the Company divested its 100% interest in TSO to Mr. Ronald Cormick. Under the terms of the PSA, Mr. Cormick acquires TSO, its liabilities and assets in exchange for settlement of certain amounts payable by the Company to Mr. Cormick in the amount of $100,000. Further under the terms of the PSA the Company assumed certain liabilities from TSO and agreed to write down certain intercorporate receivables as part of the transaction. The Effective Date of the agreement was agreed to be October 31, ~~2011~~2018 for accounting purposes.

~~NOTE~~On 8January –23, ~~INCOME~~2019, ~~TAXES~~the ~~(CONTINUED)~~Board of Directors of the Company and a majority of the Company's shareholders resolved to effect a reverse stock split of the common and Series A preferred shares of stock on the basis of 1 share for each 50 shares issued, rounding to a minimum of 100 common shares per shareholder, a name change to Pacific Conquest Holdings Inc., and an increase in the number of authorized shares of the common stock of the Company to 1,000,000,000 shares of common stock, par value $0.0001 and 50,000,000 shares of Preferred stock, par value $0.0001.

~~The~~On ~~difference~~February ~~between~~18, ~~income~~2019, ~~tax~~the ~~expense~~Company ~~computed~~entered byinto ~~applying~~a Share Exchange Agreement with Conquest Resources Ltd. ("Conquest"), a company formed under the ~~federal~~laws ~~statutory~~of ~~corporate~~Hong ~~tax~~Kong ~~rate~~and its shareholders, whereby the Company would acquire 100% of the shares of stock of Conquest, its business and ~~actual~~assets ~~income~~in ~~tax~~exchange ~~expense~~for is42,100,000 aspost-split ~~follows:~~shares (32,500,000 going to Conquest Shareholders and the remaining shares going to certain individuals who facilitated the transaction) of the Company's common stock.

	August 31
	2011	2010
Statutory federal income tax rate	34.0%	34.0%
State income taxes and other	8.9%	8.9%
Valuation allowance	(42.9%)	(42.9%)

On March 4, 2019, the Company filed the name change with the State of Nevada, changing the name of the Company to Pacific Conquest Holdings, Inc. and increasing the number of authorized shares of the common stock of the Company to 1,000,000,000 shares of common stock, par value $0.0001 and 50,000,000 shares of Preferred stock, par value $0.0001.

~~Deferred~~On ~~income~~March ~~taxes~~6, ~~result~~2019, ~~from temporary differences in~~ the ~~recognition~~Company offiled ~~income~~documents ~~and~~with ~~expenses~~FINRA ~~for~~to effect the ~~financial~~reverse ~~reporting~~split ~~purposes~~described ~~and for tax purposes~~above. The ~~tax~~Company ~~effect~~is ofawaiting ~~these~~approval ~~temporary~~from ~~differences~~FINRA ~~representing~~prior ~~deferred~~to ~~tax~~finalizing ~~asset~~the ~~and~~reverse ~~liabilities~~split ~~result~~and ~~principally~~name ~~from the following:~~change.

		August 31,
		2011		2010
Net operating loss carryforward	$	2,227,002	$	1,557,666
Valuation allowance		(2,227,002)		(1,557,666)
Deferred income tax asset	$	-	$	-

F-16

~~The~~ITEM ~~Company~~9. CHANGES ~~has~~IN aAND ~~net~~DISAGREEMENTS ~~operating~~WITH ~~loss~~ACCOUNTANTS ~~carryforward~~ON ofACCOUNTING AND ~~approximately~~FINANCIAL ~~$2,227,002 available to offset future taxable income through 2020~~DISCLOSURE.

~~NOTE~~On 9June –20, ~~EARNINGS~~2011, ~~PER~~M&K ~~SHARE~~CPAS, PLLC ("M&K") was engaged as the registered independent public accountant for the Company and Jewett, Schwartz, Wolfe & Associates ("JSWA") was dismissed as the registered independent public accountant for the Company. The decisions to appoint M&K and dismiss JSWA were approved by the Board of Directors of the Company on June 20, 2011.

~~Basic~~Other ~~earnings~~than ~~per~~the ~~share~~disclosure isof ~~computed~~uncertainty byregarding ~~dividing~~the ~~net~~ability ~~income~~for ~~available~~us to ~~common~~continue ~~shareholders~~as bya ~~the~~going ~~weighted~~concern ~~average~~which ~~number~~was ofincluded ~~common~~in ~~shares~~our ~~outstanding~~accountant's ~~during~~report on the ~~period.~~financial ~~Diluted~~statements ~~earnings~~for ~~per share reflects~~ the ~~potential~~years ~~dilution~~ended ~~that~~August ~~could~~30, ~~occur~~2010 ~~if stock options~~ and ~~other~~2009, ~~commitments~~JSWA's toreports ~~issue~~on ~~common~~the ~~stock~~financial ~~were~~statements ~~exercised~~of orthe ~~equity~~Company ~~awards~~for ~~vest resulting in~~ the ~~issuance~~years ofended ~~common~~August ~~stock~~30, or2010 ~~conversion~~and of2009 ~~notes~~did ~~into~~not ~~shares~~contain ofan ~~the~~adverse ~~Company’s~~opinion ~~common~~or ~~stock~~a ~~that~~disclaimer ~~could~~of ~~increase~~opinion, ~~the~~nor ~~number~~were ofthey ~~shares~~qualified ~~outstanding~~or ~~and~~modified ~~lower~~as ~~the~~to ~~earnings~~uncertainty, ~~per~~audit ~~share~~scope, ofor ~~the~~accounting ~~Company’s common stock~~principles. ~~This~~For ~~calculation~~the istwo ~~not~~most ~~done~~recent ~~for~~fiscal ~~periods~~years inand aany ~~loss~~subsequent ~~position~~interim asperiod ~~this~~through ~~would~~JSWA's betermination ~~anti-dilutive.~~on AsJune ~~of August 31~~20, 2011, ~~there~~JSWA ~~were~~disclosed nothe ~~stock~~uncertainty ~~options~~regarding ~~or stock awards that would have been included in~~ the ~~computation~~ability of ~~diluted~~the ~~earnings~~Company ~~per~~to ~~share~~continue ~~that~~as ~~could~~a ~~potentially~~going ~~dilute~~concern ~~basic~~in ~~earnings~~its ~~per~~accountant's ~~share~~report inon the ~~future.~~financial ~~The information related to basic and diluted earnings per share is as follows~~statements.

		Ended August 31,
		2011		2010
Numerator:
Continuing operations:
Income from continuing operations	$	(669,336)	$	(1,458,866)
Effect of dilutive convertible debt		-		-
Total	$	(669,336)	$	(1,458,866)
Discontinued operations		-		-
Loss from discontinued operations		-		-
Net income (loss)	$	(669,336)	$	(1,458,866)
Denominator:		-		-
Weighted average number of shares outstanding – basic and diluted		326,490,272		661,260,216

In connection with the audit and review of the financial statements of the Company through June 20, 2011, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with JSWA's opinion to the subject matter of the disagreement.

FIn connection with the audited financial statements of the Company for the years ended August 30, 2010 and 2009 and interim unaudited financial statements through June 20, 2011, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-15K.

~~WILLOW~~Prior ~~CREEK~~to ~~ENTERPRISES~~June 20, ~~INC~~2011, the Company did not consult with M&K regarding (1) the application of accounting principles to specified transactions, (2) the type of audit opinion that might be rendered on the Company's financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

~~(An~~The ~~Exploration~~Company ~~Stage~~provided ~~Company)~~a copy of the foregoing disclosures to JSWA prior to the date of the filing of the Current Report on Form 8-K as filed with the SEC on June 29, 2011 and requested that JSWA furnish it with a letter addressed to the SEC stating whether or not it agrees with the statements in the Report. A copy of the letter furnished in response to that request was filed as Exhibit 16.1 to the Current Report on Form 8-K.

~~NOTES~~ITEM TO9A. CONTROLS ~~THE~~AND ~~CONSOLIDATED FINANCIAL STATEMENTS~~PROCEDURES.

~~For~~Evaluation ~~the period~~ of ~~January~~Disclosure ~~16,~~Controls ~~2007~~and ~~(inception)~~Procedures

~~through~~Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of August 31, ~~2011~~2012, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~NOTE 10 – SUBSEQUENT EVENTS~~15

~~During~~Changes ~~the~~in ~~year~~Internal ~~ended~~Control ~~August~~over ~~31,~~Financial ~~2011 the Company evaluated the potential of any subsequent events and determined that the following events occurred subsequent to August 31, 2011.~~Reporting

OnThere ~~September~~have ~~29,~~been ~~2011,~~no ~~the~~changes ~~Company~~in ~~issued~~our aninternal ~~unsecured~~control ~~ten~~over ~~percent~~financial ~~(10%)~~reporting ~~Promissory~~that ~~Note~~occurred ~~(the~~during ~~“Note”)~~our tofourth ~~Duke~~fiscal ~~Holdings~~quarter ~~Ltd.~~that ~~(“Duke”)~~have inmaterially ~~the amount of four thousand seven hundred US dollars ($4~~affected,~~700),~~ toor ~~evidence~~are ~~funds~~reasonably ~~loaned~~likely ~~by Duke~~ to ~~the~~materially ~~Company on September 29~~affect, ~~2011. The~~our ~~Note~~internal ~~earns~~control ~~simple~~over ~~interest~~financial ~~accruing at ten percent (10%) per annum and is due upon demand ten (10) days written notice by Duke~~reporting.

OnManagement's ~~December~~Annual ~~27,~~Report 2011, the Company issued an unsecured ten percent (10%) Promissory Note (the “Note”) to Duke Holdings Ltd. (“Duke”) in the amount of ten thousand US dollars ($10,000), to evidence funds lent by Duke to the Company on ~~December~~Internal 9,Control ~~2011. The~~over ~~Note~~Financial ~~earns simple interest accruing at ten percent (10%) per annum and is due upon demand with ten (10) days written notice by Duke.~~Reporting

OnManagement ~~March~~is ~~22,~~responsible ~~2012,~~for ~~the~~establishing ~~Company~~and ~~issued~~maintaining anadequate ~~unsecured~~internal ~~ten~~control ~~percent~~over ~~(10%)~~financial ~~Promissory~~reporting. ~~Note~~As defined in Rules 13a-15(f) under the ~~“Note”)~~Securities toExchange ~~Duke~~Act ~~Holdings~~of ~~Ltd.~~1934, ~~(“Duke”)~~internal incontrol over financial reporting is a process designed by, or under the ~~amount~~supervision of, ~~eighty~~the ~~thousand~~Company's USprincipal ~~dollars~~executive, ~~($80~~principal operating and principal financial officers,~~000),~~ toor ~~evidence~~persons ~~funds~~performing ~~lent~~similar byfunctions, ~~Duke~~and toeffected by the Company's onboard ~~March~~of 15directors, ~~2012.~~management ~~The~~and ~~Note~~other ~~earns~~personnel, ~~simple~~to ~~interest~~provide ~~accruing~~reasonable atassurance ~~ten~~regarding ~~percent~~the ~~(10%)~~reliability ~~per~~of ~~annum~~financial reporting and isthe ~~due~~preparation ~~upon~~of ~~demand~~financial ~~with~~statements ~~ten~~for ~~(10)~~external ~~days~~purposes ~~written~~in ~~notice~~accordance bywith ~~Duke~~GAAP.

~~F-16~~The Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

~~ITEM~~Because 9of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~CHANGES~~Our INmanagement, ~~AND~~including ~~DISAGREEMENTS~~our ~~WITH~~principal ~~ACCOUNTANTS~~executive ONofficer ~~ACCOUNTING~~and principal financial officer, assessed the effectiveness of our internal control over financial reporting at August 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of August 31, 2012, our internal control over financial reporting was not effective.

~~AND~~Our ~~FINANCIAL~~internal ~~DISCLOSURE~~controls are not effective for the following reasons: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only two persons, one of which is the Company's principal executive officer and principal financial officer and, (ii) the Company does not have an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process, (iii) we do not have a formal process for the identification and approval of related party transactions.

OnIn ~~June~~order ~~20,~~to ~~2011,~~mitigate ~~M&K~~the ~~CPAS,~~foregoing ~~PLLC~~material ~~(“M&K”)~~weakness, ~~was~~we have engaged asan ~~the~~outside ~~registered~~accounting ~~independent~~consultant ~~public~~with ~~accountant~~significant ~~for~~experience in the ~~Company~~preparation ~~and~~of ~~Jewett,~~financial ~~Schwartz,~~statements ~~Wolfe~~in &conformity ~~Associates~~with ~~(“JSWA”)~~GAAP ~~was~~to ~~dismissed~~assist asus in the ~~registered~~preparation ~~independent~~of ~~public~~our ~~accountant~~financial ~~for~~statements ~~the~~to ~~Company.~~ensure ~~The~~that ~~decisions~~these tofinancial ~~appoint~~statements ~~M&K~~are ~~and~~prepared ~~dismiss~~in ~~JSWA~~conformity ~~were~~with ~~approved~~GAAP. byWe will continue to monitor the ~~Board~~effectiveness of ~~Directors~~this ofaction ~~the~~and ~~Company~~make onany ~~June~~changes ~~20,~~that ~~2011~~our management deems appropriate.

~~Other~~We ~~than~~would ~~the~~need ~~disclosure~~to ofhire ~~uncertainty~~additional ~~regarding~~staff ~~the ability for us~~ to ~~continue~~provide asgreater asegregation ~~going concern which was included in our accountant’s report on the financial statements for the years ended August 30, 2010 and 2009, JSWA’s reports on the financial statements~~ of ~~the~~duties. ~~Company for the years ended August 30~~Currently, ~~2010~~it ~~and~~is ~~2009 did~~ not ~~contain~~feasible anto ~~adverse~~hire ~~opinion~~additional orstaff ~~a disclaimer of opinion, nor were they qualified or modified as~~ to ~~uncertainty,~~obtain ~~audit~~optimal ~~scope,~~segregation orof ~~accounting principles~~duties. ~~For~~Management ~~the~~will ~~two~~continue ~~most~~to ~~recent~~reassess ~~fiscal~~this ~~years~~matter ~~and~~to ~~any~~determine ~~subsequent~~whether ~~interim~~improvement ~~period~~in ~~through~~segregation ~~JSWA's~~of ~~termination~~duty onis ~~June~~feasible. ~~20,~~In ~~2011~~addition, ~~JSWA~~we ~~disclosed~~would ~~the~~need ~~uncertainty~~to ~~regarding~~expand ~~the~~our ~~ability~~board ~~of the Company~~ to ~~continue~~include asindependent ~~a going concern in its accountant’s report on the financial statements~~members.

InGoing ~~connection with the audit and review of the financial statements of the Company through June 20~~forward, ~~2011,~~we ~~there~~intend ~~were~~to noevaluate ~~disagreements~~our onprocesses ~~any~~and ~~matter~~procedures ~~of accounting principles or practices~~and, ~~financial~~where ~~statement~~practicable ~~disclosures,~~and orresources ~~auditing scope or procedures~~permit, ~~which~~implement ~~disagreements~~changes ifin ~~not~~order ~~resolved~~ to ~~their satisfaction would~~ have ~~caused~~more ~~them~~effective tocontrols ~~make~~over ~~reference~~financial ~~in connection with JSWA's opinion to the subject matter of the disagreement~~reporting.

InThis ~~connection~~Annual ~~with~~Report ~~the~~does ~~audited~~not ~~financial~~include ~~statements~~an attestation report of ~~the~~our ~~Company~~registered ~~for~~public ~~the~~accounting ~~years~~firm ~~ended~~regarding ~~August~~internal ~~30,~~control ~~2010~~over ~~and~~financial ~~2009~~reporting. ~~and~~Management's ~~interim~~report ~~unaudited~~was ~~financial~~not ~~statements~~subject ~~through~~to ~~June~~attestation ~~20,~~by ~~2011,~~the ~~there~~Company's ~~have~~registered ~~been~~public noaccounting ~~reportable~~firm ~~events~~pursuant ~~with~~to the ~~Company~~exemption asprovided ~~set~~to ~~forth~~issuers inthat ~~Item~~are ~~304(a)(1)(v)~~not of"large ~~Regulation~~accelerated Sfilers" nor "accelerated filers" under the Dodd-KFrank Wall Street Reform and Consumer Protection Act.

Prior to June 20, 2011, the Company did not consult with M&K regarding (1) the application of accounting principles to specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.16

~~The~~ITEM Company provided a copy of the foregoing disclosures to JSWA prior to the date of the filing of the Current Report on Form 8-K as filed with the SEC on June 29, 2011 and requested that JSWA furnish it with a letter addressed to the SEC stating whether or not it agrees with the statements in the Report9B. OTHER ~~A copy of the letter furnished in response to that request was filed as Exhibit 16~~INFORMATION.~~1 to the Current Report on Form 8-K.~~

~~ITEM 9A~~None. ~~CONTROLS AND PROCEDURES.~~

~~Disclosure~~PART ~~Controls and Procedures~~III

WeITEM ~~maintain~~10. DIRECTORS ~~disclosure~~AND ~~controls~~EXECUTIVE 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 disclosureOFFICERS.

WeIdentification ~~carried out an evaluation, under the supervision and with the participation~~ of ~~our~~Directors ~~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 August 31, 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.~~Officers

~~Management’~~The following table sets forth the names and ages of our director(s) ~~Report~~and onexecutive ~~Internal~~officer(s) ~~Control~~as ~~Over~~at ~~Financial~~August ~~Reporting~~31, 2012:

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Name	Age	Position with the Company	Director Since
Terry Fields*	68	CEO, CFO, President, Treasurer, Secretary, & Director	August 9, 2010
Larry Eastland	67	Director	March 1, 2010

~~Because~~* ofOn ~~its~~September ~~inherent~~17, ~~limitations~~2012, ~~internal~~Mr. ~~control~~Fields ~~over~~resigned ~~financial~~as ~~reporting~~an ~~may~~officer ~~not~~and ~~prevent~~director orand ~~detect misstatements~~Dr. ~~Also,~~Larry ~~projections~~Eastland ofwas ~~any~~appointed ~~evaluation~~Chief ofExecutive ~~effectiveness~~Officer, toChief ~~future~~Financial ~~periods~~Officer, ~~are~~Chief ~~subject~~Accounting toOfficer, ~~the risk that controls may become inadequate because of changes in conditions~~President, orSecretary ~~that~~and ~~the degree of compliance with the policies or procedures may deteriorate~~Treasurer.

13The board of directors has no nominating, audit or compensation committee at this time.

~~Under~~Term ~~the supervision and with the participation~~ of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2011 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Office

AEach ~~material weakness is a deficiency, or combination~~ of ~~deficiencies,~~our indirectors ~~internal~~is ~~control~~appointed ~~over~~to ~~financial~~hold ~~reporting,~~office ~~such~~until ~~that~~the ~~there~~next isannual ameeting ~~reasonable possibility that a material misstatement~~ of ~~the~~our ~~Company’s~~stockholders ~~annual~~ or ~~interim~~until ~~financial~~his ~~statements~~respective ~~will~~successor ~~not~~is beelected ~~prevented~~and qualified, or ~~detected~~until onhe aresigns ~~timely~~or ~~basis.~~is Inremoved ~~its~~in ~~assessment~~accordance ofwith the ~~effectiveness~~provisions of ~~internal~~the ~~control~~Delaware ~~over~~General ~~financial~~Corporate ~~reporting~~Law. asOur ofofficers ~~August~~are ~~31,~~appointed ~~2011,~~by ~~the~~our ~~Company~~Board ~~determined~~of ~~that~~Directors ~~there~~and ~~were~~hold ~~control~~office ~~deficiencies~~until ~~that~~removed ~~constituted~~by ~~material~~the ~~weaknesses,~~Board asor ~~described~~until ~~below~~their resignation.

1.Background We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and ~~does~~Business not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 2. We did not maintain appropriate cash controls – As of August 31, 2011, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. 3. We did not implement appropriate information technology controls – As at August 31, 2011, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.Experience

~~Accordingly,~~The ~~the~~business ~~Company~~experience ~~concluded~~during ~~that~~the ~~these~~past ~~control~~five ~~deficiencies~~years ~~resulted in a reasonable possibility that a material misstatement~~ of the ~~annual~~person orpresently ~~interim~~listed ~~financial~~above ~~statements~~as ~~will~~an ~~not~~Officer ~~be prevented~~ or ~~detected~~Director onof ~~a timely basis by~~ the Company’s ~~internal~~is ~~controls.~~as follows:

AsMr. Terry Fields: Mr. Fields received a ~~result~~B.S. ofdegree from the ~~material~~University ~~weaknesses~~of ~~described~~California ~~above~~in Los Angeles in 1965, ~~management~~and ~~has~~a ~~concluded~~Juris ~~that~~Doctor degree from Loyola University School of Law in Los Angeles in 1968. Mr. Fields was admitted to the ~~Company~~California ~~did~~State ~~not~~Bar ~~maintain~~in ~~effective~~1969 ~~internal~~and ~~control~~thereafter has been practicing law for over ~~financial~~forty ~~reporting~~years. He engaged in trial law for fifteen years, subsequently engaging in Business and Corporate Law with emphasis on finance both domestic and international while living in Europe from 1995 to 2000. Mr. Fields brings director and officer experience since 1985, as he has been and is currently the President and Director of ~~August~~ten 31public companies in the United States and Canada, ~~2011~~mostly ~~based~~in the resource area. He was President of High Desert Mineral Resources from 1985 until 2000 when it was sold to Royal Gold Corporation for over $25 million. At present, Mr. Fields is a Director on ~~criteria~~the ~~established~~Board inof ~~Internal~~Meadow ~~Control—Integrated~~Bay ~~Framework~~Capital ~~issued~~Corp. by(MAY-V), ~~COSO~~and President and Director of First Pursuit Ventures Ltd. (FPV -V) and Daulton Capital Corp. (DUCP), and maintains his law firm in Santa Monica, CA.

~~Changes~~Mr. Larry Eastland: Mr. Eastland is a businessman with an array of political and professional experience and achievements. Working as a staff assistant and consultant to Nixon, Ford, Reagan, and others in ~~Internal~~the ~~Control~~White ~~over~~House, ~~Financial~~he ~~Reporting~~broadened his political experience and was an instructor in political science from 1978 to 1992. He has held a variety of volunteer positions as a member of the board of directors of several committees and political councils. Since 1980, Mr. Eastland has been Chairman of the Board of Directors of LEA Capital Advisors, Inc., an international business and investment advisory group specializing in taking private companies public with various offices worldwide.

~~There~~Identification ~~has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted~~ of ~~the~~Significant effectiveness of our internal control over financial reporting as of August 31, 2011, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Employees

~~This~~As ~~annual~~at ~~report~~August ~~does~~31, ~~not~~2012, ~~include~~have anno ~~attestation~~significant ~~report~~employees ofother ~~the~~than ~~Company’s registered public accounting firm regarding internal control over financial reporting~~Mr. ~~Management’s~~ ~~report~~Terry ~~was~~Fields, ~~not~~our ~~subject~~President, toChief ~~attestation~~Executive byOfficer, ~~the~~Chief ~~Company’s~~Financial ~~registered~~Officer, ~~public~~Treasurer, ~~accounting~~Secretary ~~firm~~and ~~pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report~~Director.

~~Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting~~17

~~Once~~Family the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:Relationship

	1.	Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year, 2011- 2012.
	2.	We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

We currently do not have any officers or directors of our Company who are related to each other.

~~ITEM~~Involvement ~~9B.~~in ~~OTHER~~Certain ~~INFORMATION.~~Legal Proceedings

~~None.~~During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

14(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

~~PART~~(2) ~~III~~Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~ITEM~~(3) ~~10.~~any ~~DIRECTORS~~court ~~AND~~of ~~EXECUTIVE~~competent ~~OFFICERS.~~jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

~~Identification~~i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of ~~Directors~~any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and ~~Executive~~loan ~~Officers~~association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

~~The~~ii. ~~following~~Engaging ~~table~~in ~~sets~~any ~~forth~~type ~~the names and ages~~ of ~~our~~business ~~current~~practice; ~~director(s) and executive officer(s):~~or

Name	Age	Position with the Company	Director Since
Terry Fields	68	CEO, CFO, President, Treasurer, Secretary, & Director	August 9, 2010
Larry Eastland	67	Director	March 1, 2010

iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

~~The~~(4) ~~board~~Such person was the subject of ~~directors~~any ~~has~~order, nojudgment ~~nominating~~or decree, ~~audit~~not subsequently reversed, suspended or ~~compensation~~vacated, ~~committee~~of atany Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this ~~time.~~section, or to be associated with persons engaged in any such activity;

~~Term~~(5) Such person was found by a court of ~~Office~~competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

~~Each~~(6) ofSuch ~~our~~person ~~directors~~was isfound ~~appointed~~by toa ~~hold~~court ~~office~~of ~~until~~competent ~~the~~jurisdiction ~~next~~in ~~annual~~a ~~meeting~~civil ofaction ~~our stockholders~~ or ~~until~~by ~~his~~the ~~respective~~Commodity ~~successor~~Futures isTrading ~~elected~~Commission ~~and~~to ~~qualified,~~have orviolated ~~until~~any heFederal ~~resigns~~commodities orlaw, isand ~~removed in accordance with~~ the ~~provisions~~judgment ofin ~~the~~such ~~Delaware~~civil ~~General~~action ~~Corporate~~or ~~Law.~~finding ~~Our officers are appointed~~ by ~~our~~the ~~Board~~Commodity ofFutures ~~Directors~~Trading ~~and~~Commission ~~hold~~has ~~office~~not ~~until~~been ~~removed~~subsequently byreversed, ~~the~~suspended ~~Board~~ or ~~until their resignation~~vacated;

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

~~Background~~i. ~~and~~Any ~~Business~~Federal ~~Experience~~or State securities or commodities law or regulation; or

~~The~~ii. ~~business~~Any ~~experience~~law ~~during~~or ~~the~~regulation ~~past~~respecting ~~five~~financial ~~years~~institutions ofor ~~the~~insurance ~~person~~companies ~~presently~~including, ~~listed~~but ~~above~~not aslimited anto, ~~Officer~~a temporary or ~~Director~~permanent injunction, order of ~~the~~disgorgement ~~Company~~or isrestitution, ascivil ~~follows:~~money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

Mriii. ~~Terry~~Any Fields: Mr. Fields received a B.S. degree from the University of California in Los Angeles in 1965, and a Juris Doctor degree from Loyola University School of Law in Los Angeles in 1968. Mr. Fields was admitted to the California State Bar in 1969 and thereafter has been practicing law ~~for~~or ~~over~~regulation ~~forty~~prohibiting ~~years.~~mail Heor ~~engaged~~wire infraud ~~trial~~or ~~law~~fraud ~~for fifteen years, subsequently engaging~~ in ~~Business~~connection ~~and Corporate Law~~ with ~~emphasis~~any onbusiness ~~finance~~entity; both domestic and international while living in Europe from 1995 to 2000. Mr. Fields brings director and officer experience since 1985, as he has been and is currently the President and Director of ten public companies in the United States and Canada, mostly in the resource area. He was President of High Desert Mineral Resources from 1985 until 2000 when it was sold to Royal Gold Corporation for over $25 million. At present, Mr. Fields is a Director on the Board of Meadow Bay Capital Corp. (MAY-V), and President and Director of First Pursuit Ventures Ltd. (FPV -V) and Daulton Capital Corp. (DUCP), and maintains his law firm in Santa Monica, CA.or

~~Mr.~~(8) ~~Larry~~Such ~~Eastland:~~person ~~Mr.~~was ~~Eastland~~the issubject ~~a businessman with an array~~ of, ~~political~~or ~~and professional experience and achievements. Working as~~ a ~~staff~~party ~~assistant and consultant~~ to ~~Nixon~~, ~~Ford,~~any ~~Reagan,~~sanction ~~and~~or ~~others~~order, innot ~~the~~subsequently ~~White House~~reversed, hesuspended ~~broadened~~or ~~his~~vacated, ~~political~~of ~~experience~~any ~~and~~self-regulatory ~~was~~organization an(as ~~instructor~~defined in ~~political~~Section ~~science~~3(a)(26) ~~from~~of ~~1978~~the toExchange ~~1992.~~Act He(15 ~~has~~U.S.C. ~~held~~ 78c(a)(26))), ~~variety~~any ofregistered ~~volunteer~~entity ~~positions~~ (as adefined ~~member~~in ofSection ~~the~~1(a)(29) ~~board~~ of ~~directors~~the ofCommodity ~~several~~Exchange ~~committees~~Act ~~and~~(7 ~~political councils~~U.S.C. ~~Since 1980~~1(a)(29))), ~~Mr.~~or ~~Eastland~~any ~~has~~equivalent ~~been Chairman of the Board of Directors of LEA Capital Advisors~~exchange, ~~Inc.~~association, anentity ~~international~~or ~~business~~organization ~~and~~that ~~investment~~has ~~advisory~~disciplinary ~~group~~authority ~~specializing~~over inits ~~taking~~members ~~private~~or ~~companies~~persons ~~public~~associated with ~~various~~a ~~offices worldwide~~member.

~~Identification of Significant Employees~~18

WeAudit ~~have~~Committee noand ~~significant~~Audit ~~employees~~Committee ~~other than Mr. Terry Fields, our President, Chief Executive Officer, Chief~~ Financial ~~Officer, Treasurer, Secretary and Director.~~Expert

~~Family~~The ~~Relationship~~Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

WeThe ~~currently~~Company dointends ~~not~~to ~~have~~establish ~~any~~an ~~officers~~audit orcommittee of the board of directors, which will consist of ~~our~~independent directors. The audit committee's duties will be to recommend to the Company's board of directors the engagement of an independent registered public accounting firm to audit the Company's financial statements and to review the Company's accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, ~~related~~in tothe ~~each~~opinion ~~other~~of the Company's board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

15Code of Ethics

~~Involvement~~We inhave ~~Certain~~adopted ~~Legal~~a ~~Proceedings~~Code of Ethics (the "Code") that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. A written copy of the Code is available on written request to the Company and is filed with the SEC on November 15, 2007 as part of the Company's SB-2.

~~During~~Section ~~the~~16(a) ~~past~~Beneficial ~~ten~~Ownership ~~years~~Reporting ~~no director, executive officer, promoter or control person of the Company has been involved in the following:~~Compliance

Section 16(1a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended August 31, 2012, Forms 5 and any amendments thereto furnished to us with respect to the year ended August 31, 2012, and the representations made by the reporting persons to us, we believe that during the year ended August 31, 2012, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

AITEM ~~petition~~11. EXECUTIVE under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;COMPENSATION

~~(2)~~The following table sets forth the compensation paid to our executive officers during the twelve-month periods ended August 31, 2012 and 2011:

~~Such~~Summary ~~person~~Compensation ~~was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);~~Table

(3)

Name and Principal Position	Fiscal Year Ended 8/31	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Terry Fields ⁽¹⁾ President, CEO, CFO, Treasurer, Secretary, and Director	2012	36,000	-0-	-0-	-0-	-0-	-0-	-0-	36,000
	2011	36,000	-0-	-0-	-0-	-0-	-0-	-0-	36,000

~~Such~~(1) ~~person~~On ~~was~~August ~~the~~9, ~~subject~~2010, ofMr. ~~any~~Terry ~~order,~~Fields ~~judgment~~entered into an Employment Agreement with the Company, orwhich ~~decree~~provides that Mr. Fields shall serve as the Company's President, ~~not~~Chief ~~subsequently~~Executive ~~reversed~~Officer, ~~suspended~~Chief orFinancial ~~vacated~~Officer, Secretary, Treasurer and Director for an initial term of ~~any~~one-year, ~~court~~which term shall thereafter be automatically renewed for additional terms of ~~competent~~one ~~jurisdiction,~~year ~~permanently~~until orterminated. ~~temporarily~~Mr. ~~enjoining~~Fields ~~him~~receives ~~from~~a monthly salary of $3,000. orAs ~~otherwise~~at ~~limiting~~August 31, ~~the~~2012 ~~following~~a ~~activities:~~total of $27,000 remained payable to Mr. Fields with respect to his agreed compensation.

i.19

~~Acting~~Narrative asDisclosure ato ~~futures~~Summary ~~commission~~Compensation merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;Table

iiThere are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person's responsibilities following a change in control of the Company.

~~Engaging~~Outstanding inEquity ~~any~~Awards ~~type~~at ofFiscal ~~business practice; or~~Year-End

~~iii~~No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the year ended August 31, 2012.

~~Engaging~~Long-Term inIncentive ~~any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;~~Plans

~~(4)~~There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

~~Such~~Compensation person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;Committee

~~(5)~~We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

~~Such~~Compensation ~~person was found by a court~~ of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;Directors

~~(6)~~Our directors receive no extra compensation for their service on our Board of Directors.

~~Such~~ITEM ~~person~~12. SECURITY ~~was~~OWNERSHIP ~~found~~OF byCERTAIN aBENEFICIAL ~~court~~OWNERS ofAND ~~competent~~MANAGEMENT ~~jurisdiction~~AND inRELATED aSTOCKHOLDER civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;MATTERS.

~~(7)~~Security Ownership of Management

~~Such~~The ~~person~~following ~~was~~table sets forth certain information concerning the ~~subject~~number of shares of our Common Stock owned beneficially as of August 31, 2012, by: (i) our directors; (ii) our named executive officer; and (iii) each person or agroup ~~party~~known by us to, ~~any~~beneficially ~~Federal~~own ormore ~~State~~than ~~judicial~~5% orof ~~administrative~~our ~~order,~~outstanding ~~judgment,~~shares ~~decree,~~of orcommon ~~finding~~stock. Unless otherwise indicated, ~~not~~the ~~subsequently~~shareholders ~~reversed,~~listed ~~suspended~~below orpossess ~~vacated,~~sole ~~relating~~voting and investment power with respect to anthe ~~alleged~~shares ~~violation~~they ~~of:~~own.


Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership⁽¹⁾ (#)	Percent of Class⁽²⁾ (%)
Terry Fields 7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128	Common	28,000	10.38%
Larry Eastland⁽³⁾ 7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128	Common	-0-	-0-
All Officers and Directors as a Group (2 Persons)	Common	28,000	10.38%

~~Any~~1. ~~Federal~~The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or ~~State~~shared ~~securities~~voting power or ~~commodities~~investment ~~law~~power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or ~~regulation;~~other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. 2. Based on 269,837 issued and outstanding shares of Common Stock as of August 31, 2012. 3. Larry Eastland became a director of the Company on March 1, 2010 and does not own or control any shares of the Company.

~~ii.~~20

~~Any~~Changes ~~law~~in or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; orControl

~~iii~~There are no present arrangements or pledges of the Company's securities which may result in a change in control of the Company.

~~Any~~ITEM ~~law~~13. CERTAIN orRELATIONSHIPS ~~regulation~~AND ~~prohibiting~~RELATED ~~mail~~TRANSACTIONS, orAND ~~wire~~DIRECTOR ~~fraud or fraud in connection with any business entity; or~~INDEPENDENCE.

~~(8)~~Related Party Transactions

~~Such~~None ~~person~~of ~~was~~ the ~~subject~~directors ~~of,~~ or aexecutive ~~party~~officers ~~to,~~of ~~any~~the ~~sanction or order~~Company, ~~not~~nor ~~subsequently~~any ~~reversed,~~person ~~suspended~~who orowned ~~vacated,~~ of ~~any~~record ~~self-regulatory~~or ~~organization~~was ~~(as~~known ~~defined~~to inown ~~Section~~beneficially ~~3(a)(26)~~more than 5% of the ~~Exchange~~Company's ~~Act~~outstanding ~~(15~~shares ~~U.S.C.~~of ~~78c(a)(26)))~~its Common Stock, nor any ~~registered~~associate ~~entity~~or ~~(as~~affiliate ~~defined~~of insuch ~~Section~~persons ~~1(a)(29)~~or ofcompanies, ~~the~~has ~~Commodity~~any ~~Exchange~~material ~~Act~~interest, (7direct ~~U.S.C.~~or ~~1(a)(29)))~~indirect, orin any ~~equivalent~~transaction ~~exchange,~~that ~~association,~~has ~~entity~~occurred during the past fiscal year, or ~~organization~~in ~~that~~any ~~has~~proposed ~~disciplinary~~transaction, ~~authority~~which ~~over~~has ~~its~~materially ~~members~~affected or ~~persons~~will ~~associated~~affect ~~with~~the ~~a member~~Company.

16With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

~~Audit~~ · Disclosing ~~Committee~~such ~~and~~transactions ~~Audit~~in ~~Committee~~reports ~~Financial~~where ~~Expert~~required;

~~The~~ · Disclosing ~~Company does not have an audit committee or an audit committee financial expert (as defined~~ in ~~Item~~any ~~407~~and ofall ~~Regulation~~filings ~~S-K)~~with ~~serving on its Board of Directors. All current members of~~ the ~~Board~~SEC, ofwhere Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person. required;

~~The~~ · Obtaining ~~Company~~disinterested ~~intends to establish an audit committee of the board of~~ directors, ~~which~~consent; will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

~~Code~~ · Obtaining ofshareholder ~~Ethics~~consent where required.

WeDirector have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. A written copy of the Code is available on written request to the Company and is filed with the SEC on November 15, 2007 as part of the Company’s SB-2 that is incorporated by reference hereto as Exhibit 14.01.Independence

~~Section~~For 16purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). ~~Beneficial~~The ~~Ownership~~OTCBB ~~Reporting~~on ~~Compliance~~which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of "Independent Officer" means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

~~Section~~According ~~16(a)~~to of the ~~Securities~~NASDAQ ~~Exchange Act of 1934 requires our directors~~definition, ~~executive~~Terry ~~officers,~~Fields ~~and~~is ~~persons~~not ~~who~~an ~~beneficially~~independent ~~own~~director ~~more~~because ~~than~~he ~~ten~~is ~~percent~~also ofan aexecutive ~~registered~~officer ~~class~~ of ~~our equity securities to file with~~ the ~~SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the~~ Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended August 31, 2011, Forms 5 and any amendments thereto furnished to us with respect to the year ended August 31, 2011, and the representations made by the reporting persons to us, we believe that during the year ended August 31, 2011, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

~~ITEM~~According ~~11.~~to ~~EXECUTIVE~~the ~~COMPENSATION~~NASDAQ definition, Larry Eastland is an independent director because he is not an officer of the Company and is not a beneficial owner of the Common Stock of the Company.

~~The~~Review, ~~following~~Approval ~~table~~or ~~sets~~Ratification ~~forth~~of ~~the~~Transactions ~~compensation~~with ~~paid~~Related ~~to our executive officers during the twelve month periods ended August 31, 2011 and 2010:~~ Persons

~~Summary~~We ~~Compensation~~are ~~Table~~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.

Name and Principal Position	Fiscal Year Ended 8/31	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Terry Fields (1) President, CEO, CFO, Treasurer, Secretary, and Director	2011	36,000	-0-	-0-	-0-	-0-	-0-	-0-	36,000
	2010	3,000	-0-	1,400,000(2)	-0-	-0-	-0-	-0-	1,403,000
Sidney Swick(3) Former President, CEO, CFO, Treasurer, Secretary, and Director	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2010	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1)

	Year Ended August 31, 2012		Year Ended August 31, 2011
Audit fees	$	2,000	$	5,500
Audit-related fees	$	-	$	2,000
Tax fees	$	-	$	-
All other fees	$	-	$	2,500
Total	$	2,000	$	17,380

On August 9, 2010, Mr. Terry Fields entered into an Employment Agreement with the Company, which provides that Mr. Fields shall serve as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director for an initial term of one year, which term shall thereafter be automatically renewed for additional terms of one year until terminated. In exchange, Mr. Fields received a one-time fully-paid issuance of two million (2,000,000) shares of the Company’s common stock and shall receive a monthly salary of $3,000.21

~~(2)~~Audit Fees

~~This~~During ~~dollar~~the ~~estimate~~fiscal isyear ~~based~~ended onAugust ~~the~~31, ~~grant~~2012, ~~date~~we ~~aggregate~~incurred ~~fair~~approximately ~~value~~$2,000 atin ~~the~~fees ~~close~~to ofour ~~business~~principal independent accountants for professional services rendered in ~~accordance~~connection with ~~FASB~~the ~~ASC~~audit ~~Topic~~and ~~718~~reviews of our financial statements for fiscal years ended August 31, 2012.

~~(3)~~During the fiscal year ended August 31, 2011, we incurred approximately $5,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended August 31, 2011.

OnAudit-Related August 9, 2010, Mr. Sidney Swick resigned from all positions with the Company, including President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. During his time as officer of the Company, Mr. Swick received no compensation.Fees

17The aggregate fees billed during the fiscal years ended August 31, 20121 and 2011 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $Nil and $2,000, respectively.

~~Narrative~~Tax ~~Disclosure to Summary Compensation Table~~Fees

~~There~~The ~~are~~aggregate nofees ~~compensatory~~billed ~~plans~~during ~~or arrangements, including payments to be received from~~ the ~~Company~~fiscal ~~with~~years ~~respect~~ended toAugust ~~any executive officer~~31, ~~that~~2012 ~~would~~and ~~result~~2011 infor ~~payments~~professional toservices ~~such~~rendered ~~person~~by ~~because~~our ofprincipal ~~his~~accountant ortax ~~her resignation~~compliance, ~~retirement~~tax oradvice ~~other~~and ~~termination~~tax ofplanning ~~employment~~were ~~with~~$0 ~~the~~and ~~Company~~$0, ~~or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company~~respectively.

~~Outstanding~~All ~~Equity~~Other ~~Awards at Fiscal Year-End~~ Fees

NoThe ~~executive~~aggregate ~~officer~~fees ~~received~~billed ~~any~~during ~~equity~~the ~~awards~~fiscal years ended August 31, or2012 ~~holds~~and ~~exercisable~~2011 orfor ~~unexercisable~~products ~~options,~~and asservices ofprovided by our principal independent accountants (other than the ~~year~~services ~~ended~~reported ~~August~~in 31Items 9(e)(1) through 9(e)(3) of Schedule 14A was $Nil and $2,500, ~~2011~~respectively.

~~Long-Term~~ITEM ~~Incentive Plans~~15. EXHIBITS.

~~There~~(a) ~~are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.~~ Exhibits

Compensation Committee

Exhibit Number	Exhibit

31.1	Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

~~We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.~~22

~~Compensation of Directors~~SIGNATURES

~~Our~~Pursuant ~~directors~~to ~~receive~~the norequirements ~~extra~~of ~~compensation~~Section 13 ~~for~~or ~~their~~15(d) ~~service~~of onthe ~~our~~Securities ~~Board~~Exchange Act of ~~Directors~~1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

	WILLOW CREEK ENTERPRISES, INC.

Date: May 20, 2019	By:	/s/ Ron Cormick
		Ron Cormick
		CEO, President, Director (Principal Executive Officer)

~~Security~~Pursuant ~~Ownership~~to the requirement of ~~Management~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of August 31, 2011, by: (i) our directors; (ii) our named executive officer; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.


Date: May 20, 2019	By:	/s/ Ron Cormick
		Ron Cormick
		CEO, President, Director (Principal Executive Officer)

Date: May 20, 2019	By:	/s/ Larry Eastland
		Larry Eastland
		Secretary/Treasurer, Director (Principal Financial Officer)

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership(1) (#)	Percent of Class(2) (%)
Terry Fields(3) 7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128	Common	28,000,000	10.38%
Larry Eastland(4) 7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128	Common	-0-	-0-
All Officers and Directors as a Group (2 Persons)	Common	28,000,000	10.38%
Blackjack Capital LLC 2248 Forestglade Dr. Smoke Rise, GA 30087	Common	26,600,000	9.86%

1. The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. 2. Based on 269,837,040 issued and outstanding shares of Common Stock as of August 31, 2011. 3. Terry Fields received 2,000,000 shares of the Company’s common stock (pre-forward split) pursuant to an Employment Agreement executed on August 9, 2010. Mr. Fields received a transfer of 5,000,000 shares (pre-forward split) from Sidney Swick on or about October 21, 2010. 4. Larry Eastland became a director of the Company on March 1, 2010 and does not own or control any shares of the Company.

Changes in Control

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

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

Related Party Transactions

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

Disclosing such transactions in reports where required;

Disclosing in any and all filings with the SEC, where required;

Obtaining disinterested directors consent; and

Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Terry Fields is not an independent director because he is also an executive officer of the Company.

According to the NASDAQ definition, Larry Eastland is an independent director because he is not an officer of the Company and is not a beneficial owner of the Common Stock of the Company.

Review, Approval or Ratification of Transactions with Related Persons

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 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

		Year Ended August 31, 2011		Year Ended August 31, 2010
Audit fees	$	5,500	$	7,500
Audit-related fees	$	2,000	$	9,000
Tax fees	$	0	$	0
All other fees	$	2,500	$	880
Total	$	10,000	$	17,380

Audit Fees

During the fiscal years ended August 31, 2011, we incurred approximately $5,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended August 31, 2011.

During the fiscal year ended August 31, 2010, we incurred approximately $7,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended August 31, 2010.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended August 31, 2011 and 2010 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $2,000 and $9,000, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended August 31, 2011 and 2010 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.

All Other Fees

The aggregate fees billed during the fiscal year ended August 31, 2011 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $2,500 and $880, respectively.

PART IV

ITEM 15.

EXHIBITS.

(a)

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.
10.10	Amended Minerals Lease and Agreement between Willow Creek Enterprises, Inc. and MinQuest, Inc. dated April 20, 2011	Filed with the SEC on April 25, 2011 as part of our Current Report on Form 8-K.
10.11	Promissory Note to Duke Holdings Ltd. dated July 6, 2011	Filed with the SEC on July 8, 2011 as part of our Current Report on Form 8-K.
10.12	Promissory Note to Duke Holdings Ltd. dated July 19, 2011	Filed with the SEC on July 20, 2011 as part of our Current Report on Form 8-K.
10.13	Promissory Note to Duke Holdings Ltd. dated August24, 2011	Filed with the SEC on August 29, 2011 as part of our Current Report on Form 8-K.
10.14	Promissory Note to Duke Holdings Ltd. dated September 29, 2011	Filed with the SEC on October 5, 2011 as part of our Current Report on Form 8-K.
10.15	Promissory Note to Duke Holdings Ltd. dated December 27, 2011	Filed with the SEC on December 28, 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.
16.01	Letter from Jewett, Schwartz, Wolfe & Associates dated June 28, 2011	Filed with the SEC on June 29, 2011 as part of our Current Report on Form 8-K.
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.

[Signature Page to Follow]

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WILLOW CREEK ENTERPRISES, INC.

Dated: April 5, 2012

/s/ Terry Fields

By: Terry Fields

Its: President, Principal Executive Officer& Principal

Financial Officer, Secretary and Treasurer

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Dated: April 5, 2012

/s/ Terry Fields

By: Terry Fields– Director

Dated: April 5, 2012

/s/ Larry Eastland

By: Larry Eastland – Director

Filing Compare · Willow Creek Enterprises Inc.