UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-Q

X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

	For the quarterly period ended November 30, 2012

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

	For the transition period from __________ to __________

For the quarterly period ended May 31, 2012

000-1415952
Commission File Number

WILLOW CREEK ENTERPRISES INC.
(Exact name of registrant as specified in its charter)

Delaware	27-3231761
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7251 W. Lake Mead Blvd., Suite 300 Las Vegas, Nevada 89128	N/A
(Address of principal executive offices)	(Zip Code)

(310) 600-8757
(Registrant's telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File Number: 000-52970

WILLOW CREEK ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware		27-3231761
(State of incorporation)		(I.R.S. Employer Identification No.)

7251 W. Lake Mead Blvd., Suite 300

Las Vegas, Nevada 89128

(Address of principal executive offices)

(310) 600-8757

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~X .~~Yes . [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

.Yes [X .] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of "large accelerated filer," "accelerated filer," ~~and~~ "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated ~~Filer~~filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X] Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [X]

~~Accelerated~~Indicate ~~Filer~~ by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

. Yes [ ] No [X ]

~~Non-Accelerated~~APPLICABLE ~~Filer~~ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

. PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

~~Smaller~~Not ~~Reporting Company~~ applicable.

~~X .~~APPLICABLE ONLY TO CORPORATE ISSUERS

~~Indicate~~55,292,092 byshares ~~check~~of ~~mark~~common ~~whether~~stock ~~the~~outstanding ~~registrant~~as isof aMay ~~shell~~20, ~~company~~2019 (asIndicate ~~defined~~the innumber ~~Rule~~of ~~12b-2~~shares outstanding of each of the ~~Exchange~~issuer's ~~Act). .~~classes ~~Yes X~~ of common stock, as of the latest practicable date. No)

AsWILLOW ofCREEK ~~July 18~~ENTERPRISES, ~~2012, there were 269,837,040 shares of the Registrant’s $0~~INC.~~00025 par value common stock issued and outstanding.~~

WILLOW CREEK ENTERPRISES, INC.*

TABLE OF CONTENTS

			PAGE
		Page
PART I		FINANCIAL INFORMATION
	PART I – FINANCIAL INFORMATION
ITEM 1.		FINANCIAL STATEMENTS	3
Item 1.	Financial Statements (Unaudited)	3
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
ITEM 4.		CONTROLS AND PROCEDURES	18
Item 4.	Controls and Procedures	21
PART II		OTHER INFORMATION
	PART II – OTHER INFORMATION
ITEM 1. ITEM 1A.		LEGAL PROCEEDINGS RISK FACTORS	19 19
Item 1.	Legal Proceedings	22
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
Item 1A.	Risk Factors	22
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
ITEM 4.		MINE SAFETY DISCLOSURES	19
Item 3.	Defaults Upon Senior Securities	22
ITEM 5.		OTHER INFORMATION	19
Item 4.	Mine Safety Disclosures	22
ITEM 6.		EXHIBITS	20
Item 5.	Other Information	22
Item 6.	Exhibits	23
	SIGNATURES	23

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Willow Creek Enterprises, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "WLOC" refers to Willow Creek Enterprises, Inc.

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~FINANCIAL~~Willow ~~STATEMENTS~~Creek Enterprises, Inc.

~~Index~~Balance Sheets

(Unaudited ~~Consolidated Balance Sheets~~)

	November 30, 2012			August 31, 2012

ASSETS

Current Assets
Cash	$	1,549		$	2,087
Total Current Assets		1,549			2,087

Total Assets	$	1,549		$	2,087


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses		55,921			50,156
Accounts payable and accrued expenses, related party		27,000			27,000
Loan payable		255,150			255,150
Total Current Liabilities		338,071			332,306

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, 269,837 shares of common stock issued and outstanding as of November 30, 2012 and August 31, 2012		27			27
Additional paid in capital		2,282,550			2,282,039
Accumulated deficit		(2,619,099	)		(2,612,285	)
Total Stockholders' Deficit		(336,522	)		(330,219	)
Total Liabilities and Stockholders' Deficit	$	1,549		$	2,087

~~Unaudited~~The ~~Consolidated~~accompanying ~~Statements~~notes are an integral part of ~~Operations~~these unaudited financial statements

~~Unaudited~~Willow ~~Consolidated~~Creek ~~Statements~~Enterprises, ~~of Cash Flows~~Inc.

6Statements of Operations

~~Notes to the Consolidated Financial Statements~~(Unaudited)

	Three months ended November 30,
	2012			2011
Revenues	$	-		$	-

Operating expenses:
Professional fees		-			2,000
Mineral rights impairment		-			233,202
General and administrative		452			7,610
Total operating expenses		452			242,812

Other income (expenses)
Interest expenses		(6,362	)		(4,599	)
Total other income (expenses)		(6,362	)		(4,599	)

Net income (loss) for the period		(6,814	)		(247,411	)


Net loss per common share, basic and diluted	$	(0.03	)		(0.92	)

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

3The accompanying notes are an integral part of these unaudited financial statements

~~WILLOW CREEK ENTERPRISES, INC.~~4

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

~~CONSOLIDATED~~Statements ~~BALANCE~~of ~~SHEETS~~Cash Flows

(~~unaudited~~Unaudited)

		(Unaudited)		(Audited)
		Three months ended November 30,
		May 31, 2012		August 31, 2011
		2012			2011
ASSETS
CASH FLOWS FROM OPERATING ACTIVITIES:
Current Assets:
Net loss		$	(6,814	)	$	(247,411	)
Cash and cash equivalents	$	30,734	$	2,504
Adjustments to reconcile net (loss) to net cash used in operating activities:
Total Current Assets		30,734		2,504
Impairment expense on mineral property			-			233,202
Mineral rights		-		233,202
Imputed interest			511			1,064
TOTAL ASSETS	$	30,734	$	235,706
Changes in operating assets and liabilities:
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable & accrued liabilities			5,765			5,951
Current Liabilities:
Cash (used in) operating activities			(538	)		(7,194	)
Accounts payable & accrued liabilities	$	36,212	$	22,258
CASH FLOWS TO INVESTING ACTIVITIES
Loans payable		255,150		160,430
Cash (used in) investing activities			-			-
Total Current Liabilities		291,362		182,688
CASH FLOWS FROM FINANCING ACTIVITIES:
Stockholders’ Equity (Deficit):
Proceeds from loans payable			-			4,700
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-		-
Cash provided by financing activities			-			4,700
Common stock, $0.00025 par value, 300,000,000 shares authorized, 269,837,040 shares issued and outstanding at May 31, 2012 and August 31, 2011		67,459		67,459
INCREASE (DECREASE) IN CASH			(538	)		(2,494	)
Additional paid in capital		2,214,095		2,212,561
CASH AT BEGINNING OF PERIOD			2,087			2,504
Deficit accumulated during the exploration stage		(2,542,182)		(2,227,002)
CASH AT END OF PERIOD		$	1,549		$	10
Total Stockholders' Equity (Deficit)		(260,628)		53,018
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	30,734	$	235,706
Cash paid for income taxes		$	-		$	-
Cash paid for interest expense		$	-		$	-

The accompanying notes are an integral part of these ~~consolidated~~unaudited financial statements.

WILLOW CREEK ENTERPRISES, INC.

~~(An~~NOTES ~~Exploration~~TO ~~Stage~~FINANCIAL ~~Company)~~STATEMENTS

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~(Unaudited)

~~(unaudited)~~NOTE 1 - NATURE OF OPERATIONS

		For the three months ended		For the three months ended		For the nine months ended		For the nine months ended		For the Period From January 16, 2007 (Inception) to
		May 31, 2012		May 31, 2011		May 31, 2012		May 31, 2011		May 31, 2012
Revenues	$	-	$	-	$	-	$	-	$	-
Operating expenses:
Professional fees		11,370		5,000		31,610		30,710		1,536,429
Mineral rights impairment		10,000		-		243,202		49,023		442,195
General and administrative		9,180		41,270		26,014		108,454		253,186
Total operating expenses		30,550		46,270		300,826		188,187		2,231,810
Other (expenses)
Interest expense		(5,150)		-		(14,354)		-		(23,457)
Debt settlement loss		-		-		-		-		(286,915)
Total other (expenses)		(5,150)		-		(14,354)		-		(310,372)
Net (loss)	$	(35,700)	$	(46,270)	$	(315,180)	$	(188,187)	$	(2,542,182)
Weighted average number of shares outstanding during the period - basic and diluted		269,837,040		269,837,040		269,837,040		360,231,999
Net loss per share - basic and diluted	$	-	$	-	$	-	$	-

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.

~~The~~NOTE ~~accompanying~~2 ~~notes~~– ~~are~~GOING ~~an integral part of these consolidated financial statements.~~CONCERN

5These 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 November 30, 2012, the Company had $1,549 (August 31, 2012 - $2,087), in cash, working capital deficit of $336,522 (August 31, 2012 - $330,219) and stockholders' deficit of $336,522 (August 31, 2012- stockholder's deficit of $330,219) and accumulated net losses of $2,619,099 (August 31, 2012- $2,612,285) 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.

~~WILLOW~~Management's ~~CREEK~~plans ~~ENTERPRISES~~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, ~~INC~~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.

~~(An~~NOTE ~~Exploration~~3 ~~Stage~~– ~~Company)~~SUMMARY OF ACCOUNTING POLICIES

~~CONSOLIDATED~~Basis ~~STATEMENTS~~of ~~OF CASH FLOWS~~Presentation

(The interim unaudited) financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a condensed basis, such that certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

		For the nine months ended May 31, 2012		For the nine months ended May 31, 2011		For the period from January 16, 2007 (Inception) to May 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(315,180)	$	(188,187)	$	(2,542,182)
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		-		442,195
Imputed interest		1,534		-		3,639
Issuance of common stock for services rendered		-		-		1,400,000
Changes in operating assets and liabilities:
Accounts payable & accrued liabilities		13,954		(21,685)		36,212
Cash (used in) operating activities		(56,490)		(209,872)		(373,221)
CASH FLOWS TO INVESTING ACTIVITIES
Mineral rights acquisition		(10,000)		(233,201)		(442,195)
Cash (used in) investing activities		(10,000)		(233,201)		(442,195)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscriptions of common stock		-		500,000		341,000
Proceeds from loans payable		94,720		-		506,325
Repayment of debt		-		(1,175)		(1,175)
Cash provided by financing activities		94,720		498,825		846,150
INCREASE (DECREASE) IN CASH		28,230		55,752		30,734
CASH AT BEGINNING OF PERIOD		2,504		-		-
CASH AT END OF PERIOD	$	30,734	$	55,752	$	30,734
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$	-	$	-	$	-
Cash paid for interest expense	$	-	$	-	$	-
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES
Issuance of common stock for services rendered	$	-	$	-	$	1,400,000
Surrender and cancellation of common stock	$	-	$	(100,000)	$	(100,000)

This report on Form 10-Q should be read in conjunction with the Company's financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended August 31, 2012 filed on May 20, 2019. Results of the three months ended November 30, 2012 are not necessarily indicative of the results that may be expected for the year ended August 31, 2013 and any other future periods.

~~The accompanying notes are an integral part of these consolidated financial statements.~~6

6WILLOW CREEK ENTERPRISES, INC.

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

(~~A Exploration Stage Company~~Unaudited)

~~NOTES~~NOTE TO3 ~~THE~~– ~~CONSOLIDATED~~SUMMARY ~~FINANCIAL~~OF ~~STATEMENTS~~ACCOUNTING POLICIES (continued)

~~(Unaudited)~~Use of Estimates

~~For~~The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the 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 ~~January~~a 16condition, ~~2007(inception)~~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.

~~through~~Significant ~~May~~estimates 31include, ~~2012~~but are not limited to, assumptions used in the valuation of equity compensation, allocation of purchase price for acquired assets and assumptions used in our impairment testing of long-lived assets.

~~NOTE~~Regulatory ~~1 - NATURE OF OPERATIONS~~Matters

~~Willow~~The ~~Creek~~Company ~~Enterprises,~~and ~~Inc.~~its ~~(Company)~~mineral ~~was~~property ~~incorporated~~interests inare ~~the~~subject ~~State~~to a variety of ~~Delaware~~Canadian onnational ~~January~~and 16provincial regulations governing land use, ~~2007~~health, safety and environmental matters. The Company's ~~was~~management ~~organized~~believes it has been in substantial compliance with all such regulations and is unaware of any pending action or proceeding relating to ~~explore~~regulatory ~~mineral~~matters ~~properties~~that would affect the financial position of the Company.

~~NOTE~~Cash 2and –Cash ~~GOING CONCERN~~Equivalents

~~These~~For financial ~~statements~~accounting ~~are~~purposes, ~~presented~~cash onand ~~the~~cash ~~basis~~equivalents ~~that~~are ~~the~~considered ~~Company~~to isbe aall ~~going~~highly ~~concern,~~liquid ~~which~~investments ~~contemplates~~with ~~the~~a ~~realization~~maturity of ~~assets~~three ~~and~~(3) ~~satisfaction~~months ofor ~~liabilities~~less inat the ~~normal~~time ~~course~~ of ~~business over a reasonable length of time~~purchase. AsFor ~~of May~~financial ~~31,~~accounting ~~2012~~purposes, ~~the Company had $30,734 in~~ cash, ~~working capital of deficit of $260,628~~ and ~~accumulated~~cash ~~net~~equivalents ~~losses~~are ofconsidered ~~$2,542,182~~to ~~since~~be ~~inception.~~all ~~The~~highly ~~financial~~liquid ~~statements~~investments dowith ~~not~~a ~~include~~maturity ~~any adjustments relating to the recoverability and classification~~ of ~~recorded~~three ~~asset~~(3) ~~amounts~~months or ~~the~~less ~~amounts~~at ~~and~~the ~~classification~~time of ~~liabilities that might be necessary should the Company be unable to continue as a going concern~~purchase. ~~Its~~As ~~continuation~~of asNovember ~~a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis~~30, ~~to obtain additional financing or refinancing as may be required~~2012, toand ~~develop~~August ~~commercially viable mining reserves~~31, ~~and~~2012 ~~ultimately~~there toare ~~establish~~no ~~profitable~~cash ~~operations~~equivalents.

~~Management's~~Stock-Based 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.Compensation

~~Interim~~The ~~Reporting~~Company measures the cost of 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.

~~While~~The ~~the~~fair ~~information~~value ~~presented~~of inoptions ~~the accompanying interim three and nine months financial statements~~ is ~~unaudited,~~calculated itusing ~~includes all adjustments, which are, in~~ the ~~opinion~~Black-Scholes ofoption ~~management,~~pricing ~~necessary~~model to ~~present~~determine ~~fairly~~ the ~~financial~~fair ~~position,~~value ~~results~~ of ~~operations~~stock ~~and~~options ~~cash~~on ~~flows for~~ the ~~interim~~date ~~periods presented in accordance with accounting principles generally accepted in the United States~~ of ~~America.~~grant ~~These~~based ~~interim~~on ~~financial~~key ~~statements~~assumptions ~~follow~~such ~~the~~as ~~same~~expected ~~accounting~~volatility ~~policies~~ and ~~methods~~expected ofterm, ~~their~~so ~~application~~long as the ~~August~~option ~~31,~~does ~~2011~~not ~~audited~~contain ~~annual~~provisions ~~financial~~that ~~statements~~require ~~of Willow Creek Enterprises, Inc. All adjustments are of~~ a ~~normal~~more ~~recurring~~complex ~~nature.~~model Itto ~~is suggested that these interim financial statements~~ be ~~read in conjunction with the Company’s audited August 31, 2011 annual financial statements~~used.

~~Operating results for the three and nine months ended May 31, 2012 are not necessarily indicative of the results that can be expected for the year ended August 31, 2012.~~7

~~Basis~~WILLOW ofCREEK ~~Presentation~~ENTERPRISES, INC.

~~These~~NOTES ~~financial~~TO ~~statements~~FINANCIAL and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company as defined by FASB ASC 915 “Accounting and Reporting by Development Stage Enterprises.”STATEMENTS

The accompanying unaudited consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Item 310(bUnaudited) ~~of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements.~~

7NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (continued)

~~WILLOW~~Fair ~~CREEK~~Value ~~ENTERPRISES,~~of ~~INC.~~Financial Instruments

The Company follows the fair value measurement rules, which provides guidance on the use of fair value in accounting and disclosure for assets and liabilities when such accounting and disclosure is called for by other accounting literature. These rules establish a fair value hierarchy for inputs to be used to measure fair value of financial assets and liabilities. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1 (Ahighest ~~Exploration~~priority), ~~Stage~~Level 2, ~~Company~~and Level 3 (lowest priority).

~~NOTES~~Level 1—Unadjusted TOquoted ~~THE~~prices ~~CONSOLIDATED~~in ~~FINANCIAL~~active ~~STATEMENTS~~markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date.

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, 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 (~~Unaudited~~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).

~~For~~Level 3—Inputs are unobservable and reflect the ~~period~~Company's ofassumptions ~~January~~as ~~16,~~to ~~2007(inception)~~what market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available.

~~through~~Investments ~~May~~are ~~31,~~reflected ~~2012~~in the 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.

~~However,~~The ~~except~~estimated asfair ~~disclosed~~values ~~herein,~~for ~~there~~financial ~~has~~instruments ~~been~~are nodetermined ~~material~~at ~~change~~discrete inpoints ~~the information disclosed~~ in ~~the~~time ~~notes~~based ~~to the consolidated financial statements included in the report~~ on ~~Form~~relevant ~~10-K~~market ofinformation. These ~~Willow~~estimates ~~Creek~~involve ~~Enterprises,~~uncertainties ~~Inc.~~and ~~for~~cannot ~~the~~be ~~year~~determined ~~ended~~with ~~August 31, 2011~~precision. The Incarrying ~~the~~amounts ~~opinion~~ of ~~management~~lease receivables, ~~all~~accounts ~~adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended May 31~~payable, ~~2012~~accrued ~~are not necessarily indicative of the results that should be expected for any interim period or the entire year. For further information~~liabilities, ~~these consolidated financial statements~~ and ~~the~~mortgages ~~related~~payable ~~notes~~approximate ~~should~~fair bevalue ~~read~~given intheir ~~conjunction~~short-term ~~with~~nature ~~the~~or ~~Company’s~~effective ~~audited~~interest ~~financial statements for the year ended August 31~~rates, ~~2011~~which ~~included~~constitutes inlevel ~~the~~three ~~Company’s report on Form 10-K~~inputs.

~~Principles~~Impaired ofAsset ~~Consolidation~~Policy

The ~~consolidated~~Company ~~financial~~periodically ~~statements~~reviews ~~include~~its ~~the~~long-lived ~~accounts~~assets ofwhen applicable to determine if any events or changes in circumstances have transpired which indicate that the ~~Company~~carrying ~~and~~value of its ~~wholly~~assets ~~owned~~may ~~subsidiary~~not ~~Willow~~be ~~Creek~~recoverable, ~~Development~~pursuant to guidance established in ASC "Property, ~~Inc~~Plant, and Equipment". aThe ~~company~~Company ~~incorporated~~determines ~~under~~impairment by comparing the ~~Company~~discounted ~~Act~~future ofcash ~~Alberta~~flows onestimated ~~August~~to ~~28,~~be ~~2007~~generated by its assets to their respective carrying amounts. ~~All~~ ~~inter-company~~If ~~transactions~~impairment ~~have~~is ~~been~~deemed ~~eliminated~~to exist, the assets will be written down to fair value.

~~Use~~Mineral ofProperty ~~Estimates~~Costs

~~The~~Mineral ~~preparation~~property ofacquisition, ~~financial~~exploration ~~statements~~and indevelopment ~~conformity~~costs ~~with~~are ~~generally~~expenses ~~accepted~~as ~~accounting~~incurred ~~principles~~until ~~requires~~such ~~management~~time toas ~~make~~economic ~~estimates~~reserves ~~and~~are ~~assumptions~~quantified. From that ~~affect~~time forward, the ~~reported~~Company ~~amounts~~will ofcapitalize ~~assets~~all ~~and~~costs ~~liabilities,~~to ~~and~~the ~~disclosure~~extent ofthat ~~contingent~~future ~~assets~~cash ~~and~~flows ~~liabilities,~~from atmineral resources equal or exceed the ~~date~~costs ofdeferred. ~~these~~The ~~financial~~deferred ~~statements,~~costs ~~and~~will be amortized over the ~~reported~~recoverable ~~amounts~~reserves ofwhen ~~revenues~~a ~~and~~property ~~expenses~~reaches ~~during~~commercial production. Costs related to site restoration programs will be accrued over the ~~reporting~~life ~~period~~of the project. ~~Actual~~To ~~results~~date, ~~could~~the ~~differ~~Company ~~from~~has ~~those~~established ~~estimates~~proven reserves on one of its mineral properties.

~~Regulatory~~Basic ~~Matters~~and Diluted Loss Per Share

The Company computed basic and ~~its~~diluted ~~mineral~~loss ~~property~~per ~~interests~~share ~~are~~amounts ~~subject~~pursuant to athe ~~variety~~ASC of260 ~~United~~"Earnings ~~States~~per ~~and~~Share." ~~State~~There ~~regulations~~are ~~governing~~no ~~land~~potentially ~~use,~~dilutive ~~health,~~shares ~~safety~~outstanding and, ~~environmental~~accordingly, ~~matters.~~dilutive ~~The~~per ~~Company’s~~share ~~management~~amounts ~~believes~~have itnot ~~has~~ been presented 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~~accompanying ~~position~~statements of ~~the Company~~operations.

~~Impaired Asset Policy~~8

~~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 FASB ASC 360, "Accounting for the Impairment or Disposal of Long-lived Assets"~~Inc. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.

~~Start-up~~NOTES ~~Expenses~~TO FINANCIAL STATEMENTS

The Company has adopted FASB ASC 720 "Reporting the Costs of Start-up Activities," which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from inception on January 16, 2007 to May 31, 2012. (Unaudited)

8NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

~~WILLOW~~Income ~~CREEK ENTERPRISES, INC.~~Taxes

(Deferred 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 ~~Exploration~~valuation ~~Stage~~allowance ~~Company)~~is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized.

~~NOTES~~Recent TOAccounting ~~THE CONSOLIDATED FINANCIAL STATEMENTS~~Pronouncements

~~(Unaudited)~~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.

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

~~through~~On ~~May~~August 3128, ~~2012~~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.

~~Mineral~~On October 9, 2010, the Company entered into that certain Minerals Lease and Agreement (the "Agreement") with MinQuest, Inc., a Nevada S Corporation ("MinQuest"), giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as Dolly Varden South (the "Property"), ~~Costs~~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 ~~property~~November ~~acquisition~~17, ~~exploration~~2010, ~~and~~the ~~development~~Company ~~costs~~entered ~~are~~into ~~expensed~~a asMinerals ~~incurred~~Lease ~~until~~and ~~such~~Agreement ~~time~~(the as"Agreement") ~~economic~~with ~~reserves~~MinQuest, ~~are quantified~~Inc., ~~From~~a ~~that~~Nevada ~~time~~corporation ~~forward,~~("MinQuest") whereby the Company ~~will~~acquired ~~capitalize~~the ~~all~~right ~~costs~~ to ~~the~~conduct ~~extent~~mineral ~~that~~exploration ~~future~~activities ~~cash~~for ~~flows~~a ~~from~~term ~~mineral~~of ~~resources~~seven ~~equal~~(7) oryears ~~exceed~~on various unpatented mining claims situated in Lyon County, Nevada collectively known as the ~~costs~~Hercules ~~deferred~~Property. As ~~The~~consideration ~~deferred~~for ~~costs~~the ~~will~~leased bemineral ~~amortized~~rights, ~~over~~ the ~~recoverable~~Company ~~reserves~~shall ~~when~~pay aan ~~property~~aggregate ~~reaches~~of ~~commercial~~$290,000 ~~production.~~over ~~Costs~~the ~~related~~term toof ~~site~~the ~~restoration~~lease ~~programs~~and ~~will~~shall beprovide ~~accrued~~$3,500,000 in work commitments over the ~~life~~term of the ~~project~~Agreement. ~~To date~~Additionally, ~~the~~MinQuest ~~Company~~is ~~has~~entitled ~~established proven~~to ~~reserves~~receive ona ~~one~~3% ofroyalty ~~its~~from all mineral ~~properties~~production derived from the exploration and development of the Hercules Property.

~~Foreign~~On ~~Currency~~February ~~Translation~~7, 2011, 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 the Gilman Gold Property (the "Property"), situated in Lander 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) (the "Base Rent") upon execution of the 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 Agreement, for the remainder of the Term. Additionally, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the Agreement.

The Company’s functional currency is the United States dollar as substantially all of the Company’s operations are in United States. The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (SEC) and in accordance with the FASB ASC 830 “Foreign Currency Matters.”9

~~Assets~~Willow ~~and~~Creek 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’ equityEnterprises, ~~if applicable~~Inc. ~~There were no translation adjustments as of May 31, 2012.~~

~~Transactions~~NOTES ~~undertaken~~TO inFINANCIAL currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. If applicable, exchange gains and losses are included in other items on the consolidated statements of operations. There were no exchange gains or losses as of May 31, 2012.STATEMENTS

~~Cash and Cash Equivalents~~(Unaudited)

~~The~~NOTE ~~Company~~4 ~~considers~~– ~~all~~MINERAL ~~highly~~LEASES ~~liquid~~AND ~~investments~~CLAIMS ~~with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at May 31, 2012 or August 31, 2011.~~(continued)

~~Stock-Based~~On ~~Compensation~~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. 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 accounts for stock options issued to employees in accordance with~~ the ~~provisions~~fiscal ofyear ~~FASB~~ended ~~ASC~~August ~~718~~31, ~~“Stock~~2012 ~~Compensation”. As~~a ~~such,~~total ~~compensation cost is measured on the date~~ of grant as the excess of current market price of the underlying stock over the exercise price. Such compensation amounts are amortized over the respective vesting periods of the option grant. The Company adopted the disclosure provisions of FASB ASC 718$243,202 ~~“Accounting~~was ~~for~~impaired ~~Stock-Based~~due ~~Compensation,” and FASB ASC 718, which allows entities~~ to ~~provide~~lack ~~pro~~of ~~forma~~ongoing ~~net~~exploration ~~income~~work ~~(loss)~~ and ~~pro~~financing ~~forma~~in ~~earnings~~determining ~~(loss)~~a ~~per~~proven ~~share disclosures for employee stock option grants as if the fair-valued based method has been applied~~reserve.

~~The~~NOTE ~~Company~~5 ~~accounts~~– ~~for~~IMPAIRMENT ~~stock~~OF ~~options or warrants issued to non~~LONG-~~employees~~LIVED 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. ASSETS

9The 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.

~~WILLOW~~The ~~CREEK~~amount ~~ENTERPRISES,~~of ~~INC~~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.

(A Exploration Stage Company)

	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		-		-

~~NOTES~~In TOMarch ~~THE~~of ~~CONSOLIDATED~~2011, ~~FINANCIAL~~a ~~STATEMENTS~~technical report was prepared and in accordance with 43-101 which is the current industry standard. 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.

~~(Unaudited)~~NOTE 6 – COMMON STOCK AND PREFERRED STOCK

~~For~~The Company effected a reverse split on the ~~period~~basis of ~~January~~one ~~16,~~new ~~2007~~share for each one thousand shares held (~~inception~~1:1000) which was approved by FINRA on October 27, 2014 and is retroactively impacted to the share and per share data contained herein.

~~through~~Concurrently ~~May~~the 31Company increased the authorized share capital from 300,0000,000 ~~2012~~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.

~~Basic~~As at November 30, 2012 and ~~Diluted~~August ~~Loss~~31, ~~Per~~2012 ~~Share~~there were 269,837 shares of common stock issued and outstanding. As at November 30, 2012 and August 31, 2012 there were Nil shares of Series A Preferred Stock issued and outstanding.

The Company computed basic and diluted loss per share amounts for May 31, 2012 pursuant to the FASB ASC 260, “Earnings per Share.” There are no potentially dilutive shares outstanding; accordingly, dilutive and basic per share amounts are the same.10

~~Fair~~Willow ~~Value~~Creek ofEnterprises, ~~Financial Instruments~~Inc.

~~FASB~~NOTES ~~ASC~~TO ~~820,~~FINANCIAL “Disclosures about Fair Value of Financial Instruments,” (requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation. The Company’s only financial instrument is cash. The fair value of cash approximates its carrying value due to the short maturities.STATEMENTS

~~Comprehensive Loss~~ (Unaudited)

~~FASB~~NOTE ~~ASC~~7 ~~220,~~– ~~“Reporting~~LOANS Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of May 31, 2012 the Company has no items that represent comprehensive loss and therefore, has not included a schedule of comprehensive loss in financial statements. PAYABLE

~~Income~~Lender ~~Taxes~~ #1

~~Income~~As ~~taxes~~of ~~are~~August ~~recognized~~31, ~~in accordance with FASB ASC 740 "Accounting for Income Taxes"~~2011, ~~whereby~~the ~~deferred~~Company ~~income~~had ~~tax~~received ~~liabilities~~a orloan ~~assets~~in at the ~~end~~amount of ~~each~~$20,460 ~~period~~from ~~are~~an ~~determined~~unrelated ~~using~~third ~~the~~party. The ~~tax~~funds ~~rate~~are ~~expected~~non-interest tobearing, beunsecured, inand ~~effect~~do ~~when~~not ~~the~~have ~~taxes~~any ~~are~~specific ~~actually~~repayment ~~paid or recovered~~terms. AThe ~~valuation~~Company ~~allowance~~imputed isinterest ~~recognized~~expense onof ~~deferred~~$511 ~~tax~~and ~~assets~~$1,064 ~~when~~for itthe isthree ~~more~~months ~~likely~~ended ~~than~~November ~~not~~30, ~~that~~2012 ~~some~~and orNovember ~~all~~30, of2011, ~~these deferred tax assets will not be realized~~respectively.

~~Recent~~Lender ~~Accounting Pronouncements~~#2

InAs ~~September~~of ~~2011~~August 31, ~~the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.~~ 2011~~-08~~, ~~Intangibles~~the –Company ~~Goodwill~~had ~~and~~received ~~Other~~loans ~~(Topic 350): Testing Goodwill for Impairment. The guidance~~ in ~~ASU~~the ~~2011-08~~amount isof ~~intended~~$389,970 tofrom ~~reduce~~an ~~complexity~~unrelated ~~and~~third ~~costs~~party, byof ~~allowing~~which an$250,000 ~~entity~~was ~~the~~converted ~~option~~ to ~~make~~606 acommon ~~qualitative~~shares ~~evaluation~~and ~~about~~606 ~~the~~share ~~likelihood~~purchase ofwarrants ~~goodwill~~with ~~impairment~~an toexercise ~~determine~~price ~~whether it should calculate the fair value~~ of a$437.50 ~~reporting~~per ~~unit~~share. ~~The~~We ~~amendments~~recorded ~~also~~a ~~improve~~loss ~~previous~~on ~~guidance~~settlement ~~by expanding upon the examples~~ of ~~events~~debt ~~and circumstances that an entity should consider between annual impairment tests~~ in ~~determining whether it is more likely than not that~~ the ~~fair~~amount ~~value~~ of ~~a reporting unit is less than its carrying amount. Also~~$286,915 ~~the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider~~ in ~~determining~~respect ~~whether to measure an impairment loss, if any, under the second step~~ of the ~~goodwill impairment test~~transaction. The ~~amendments~~remaining infunds ~~this~~$139,970 ~~ASU~~ are ~~effective~~interest ~~for~~bearing ~~annual~~at ~~and~~a ~~interim~~rate ~~goodwill~~of ~~impairment~~10% ~~tests~~per ~~performed for fiscal years beginning after December 15, 2011~~annum. ~~Early~~The ~~adoption~~funds isare ~~permitted~~unsecured, ~~including for annual~~ and ~~interim~~do ~~goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have~~ not ~~yet been issued. The adoption of this guidance is not expected to~~ have aany ~~material~~specific ~~impact~~repayment ~~on the Company’s financial position or results of operations~~terms.

10Lender #2 (Cont'd)

~~WILLOW~~On ~~CREEK~~September ~~ENTERPRISES~~29, ~~INC~~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.

On December 27, 2011, the Company issued an unsecured ten percent (A10%) ~~Exploration~~Promissory ~~Stage~~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.

~~NOTES~~On TOMarch ~~THE~~22, ~~CONSOLIDATED~~2012, ~~FINANCIAL~~the ~~STATEMENTS~~Company issued an unsecured ten percent (10%) Promissory 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.

During the three months ended November 30, 2012, the Company recorded interest expense of $5,851 (~~Unaudited~~2011- $3,535).

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

~~through~~During ~~May~~the fiscal year ended August 31, 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 owing as at November 30, 2012 and August 31, 2012. The $27,000 is reflected on the balance sheet as accounts payable and accrued expenses, related party.

InOn ~~June~~September ~~2011~~17, ~~the FASB issued ASU 2011-05~~2012, ~~“Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011~~Mr. ~~ASU~~Fields ~~2011-05~~resigned ~~will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income~~ as ~~part~~an ofofficer the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and ~~comprehensive~~director ~~income or separately in consecutive statements of income~~ and ~~comprehensive income~~Dr. ~~The~~Larry ~~adoption~~Eastland ofwas ~~ASU~~appointed ~~2011-05~~Chief isExecutive ~~not~~Officer, ~~expected~~Chief toFinancial ~~have~~Officer, aChief ~~material~~Accounting ~~impact~~Officer, onPresident, ~~our~~Secretary ~~financial~~and ~~position or results of operations~~Treasurer.

InNOTE ~~May~~9 ~~2011,~~– ~~the~~IMPAIRMENT ~~FASB~~OF ~~issued~~FUNDS ~~ASU~~HELD ~~2011-04,~~IN “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.TRUST

InOn ~~May~~August ~~2011~~31, 2012 the ~~FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’~~Company's ~~Determination~~management ofdetermined ~~Whether~~to aimpair ~~Restructuring is~~ a ~~Troubled~~total ~~Debt~~of ~~Restructuring”.~~$17,253 ~~This~~in ~~amendment~~cash ~~explains~~held ~~which~~in ~~modifications~~trust ~~constitute~~with ~~troubled~~legal ~~debt restructurings (“TDR”)~~counsel. ~~Under~~The ~~the~~Company ~~new~~was ~~guidance,~~unable ~~the~~to ~~definition~~confirm ofsuch afunds ~~troubled~~remained ~~debt~~in ~~restructuring~~trust ~~remains essentially unchanged, and~~ for athe ~~loan~~benefit ~~modification~~of tothe beCompany ~~considered~~as aat ~~TDR,~~the ~~certain~~end ~~basic~~of ~~criteria~~fiscal ~~must still be met~~2012. The ~~For~~trust ~~public~~balance ~~companies,~~which ~~the~~management ~~new~~was ~~guidance~~able isto ~~effective~~independently ~~for~~verify ~~interim~~at ~~and~~the ~~annual~~three ~~periods~~months ~~beginning~~ended onNovember or30, ~~after~~2012 ~~June~~totaled 15$1, ~~2011~~549, ~~and~~which ~~applies~~amount ~~retrospectively~~remains ~~to restructuring occurring~~ on ~~or after~~ the ~~beginning~~Company's ofbalance ~~the~~sheets ~~fiscal~~as ~~year~~cash of($2,087 ~~adoption.~~as ~~ASU~~at ~~2011-02~~August ~~has become effective for the Company on September 1~~31, 2012). ~~The Company does not believe that the guidance will have a material impact on its financial statements.~~

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.11

InWillow ~~December~~Creek ~~2010~~Enterprises, ~~the FASB issued ASU 2010-28, “Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts~~Inc.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

11NOTES TO FINANCIAL STATEMENTS

~~WILLOW CREEK ENTERPRISES, INC.~~(Unaudited)

(ANOTE ~~Exploration~~10 ~~Stage~~– ~~Company)~~COMMITMENTS AND CONTINGENCIES

~~NOTES~~On TOOctober ~~THE~~9, ~~CONSOLIDATED~~2010, ~~FINANCIAL~~the ~~STATEMENTS~~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 Dolly Varden South (the "Property"), situated in Elko County, Nevada for a term of twenty (20) with the right to renew. The agreement required an annual payment of ten thousand dollars ($10,000) for the remainder of the term. The Company remitted the required annual payment in fiscal 2012.

On November 17, 2010, the Company entered into a further Minerals Lease and Agreement with MinQuest whereby the Company acquired the right to conduct mineral exploration activities for a term of seven (~~Unaudited~~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 shall pay an aggregate of $290,000 over the term of the lease and shall provide $3,500,000 in work

~~For~~commitments over the ~~period~~term of ~~January~~the 16Agreement. Additionally, ~~2007~~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 (~~inception~~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. As at August 31, 2012, the Company has not yet fulfilled the terms of the work commitment or the required aggregate payments.

~~through~~On ~~May~~February 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.

ANOTE ~~variety~~11 of– ~~proposed~~SUBSEQUENT or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s financial statements.EVENTS

~~NOTE~~On 3January –17, ~~MINERAL~~2013, ~~LEASES~~the ~~AND~~Board ~~CLAIMS~~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 $6 per share.

On ~~August~~May 2810, ~~2007~~2013, the Company ~~acquired~~entered into a ~~100%~~Share ~~interest~~Exchange inAgreement ~~numerous~~by ~~claims~~and ~~known~~between as the ~~Lori~~Company ~~Mamquam Property~~ and isMia ~~located~~Mynt ~~in the Vancouver~~ Mining ~~Division,~~Company ~~British~~("Mia ~~Columbia. The claims were purchased for $6~~Mynt"),~~000~~ ~~cash~~a ~~and~~private ~~have~~company ~~been~~of ~~included~~the inRepublic ~~general and administrative expenses. As~~ of ~~May 31, 2011~~ the ~~company~~Union ~~has~~of ~~not~~Myanmar ~~renewed~~with ~~these~~its ~~claims~~operating ~~and~~office ~~has~~located ~~abandoned~~in the ~~property~~kingdom of Thailand.

OnThe ~~October~~terms 9,of ~~2010,~~ the ~~Company~~Share ~~entered~~Exchange ~~into that certain Minerals Lease and~~ Agreement ~~(the~~were ~~“Agreement")~~unable ~~with~~to ~~MinQuest,~~be ~~Inc.,~~fulfilled aby ~~Nevada~~both SMia ~~Corporation~~Mynt ~~("MinQuest"),~~and ~~giving~~ the Company ~~the~~during ~~right to conduct mineral exploration activities on and in unpatented mining claims collectively known as Dolly Varden South (~~the~~“Property”),~~ ~~situated~~quarter inended ~~Elko~~November ~~County~~30, ~~Nevada for a term of twenty (20) years (the “Term”) with the right to renew~~2013. As ~~consideration,~~a ~~the Company shall pay ten thousand dollars ($10~~result,~~000)~~ ~~upon execution of~~ the ~~Agreement,~~parties ~~and~~mutually anagreed ~~annual payment of ten thousand dollars ($10,000) for the remainder of the Term. Additionally, pursuant~~ to ~~the~~terminate ~~Agreement,~~ the ~~Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the~~ Agreement.

On ~~November~~May 1714, ~~2010~~2014, the Company entered into apromissory ~~Minerals~~notes ~~Lease~~with ~~and~~3 ~~Agreement~~separate ~~(the~~third-party ~~“Agreement")~~investors ~~with~~in ~~MinQuest,~~the ~~Inc.,~~total aamount ~~Nevada~~of ~~corporation~~$400,000. On ~~("MinQuest")~~August ~~whereby~~21, 2014, the Company ~~acquired~~and the ~~right~~Note holders determined to ~~conduct~~settle ~~mineral~~the ~~exploration~~debts ~~activities~~in exchange for athe ~~term~~issuance of ~~seven~~Series ~~(7)~~A ~~years~~Preferred ~~on various unpatented mining claims situated in Lyon County~~Stock, ~~Nevada~~which ~~collectively~~carry ~~known~~super asvoting ~~the~~rights ~~Hercules~~of ~~Property.~~200:1 Asand ~~consideration~~is ~~for~~convertible ~~the~~into ~~leased~~shares ~~mineral~~of ~~rights~~common ~~the~~stock ~~Company~~at ~~shall~~a ~~pay~~ratio ~~an aggregate~~ of ~~$290,000~~200 ~~over~~common ~~the~~shares ~~term~~for ofeach ~~the~~one ~~lease~~share ~~and~~of ~~shall~~Series ~~provide~~A ~~$3,500,000~~preferred instock. ~~work~~As ~~commitments over the term~~ of ~~the~~August ~~Agreement.~~31, ~~Additionally~~2014, ~~MinQuest~~The isCompany ~~entitled~~had toissued ~~receive~~all a 3%,000 ~~royalty~~Series ~~from~~A ~~all~~Preferred ~~mineral~~shares ~~production~~in ~~derived~~respect ~~from~~to the ~~exploration~~above ~~and~~notes ~~development~~in of the ~~Hercules~~amount ~~Property~~of $400,000.

On February 7, 2011, 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 the Gilman Gold Property (the “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 dollars ($10,000) (the “Base Rent”) upon execution of the 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 Agreement, for the remainder of the Term. Additionally, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the Agreement.12

OnWillow ~~April~~Creek 20Enterprises, 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 aggregateInc. ~~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.~~

~~During~~NOTES ~~the~~TO ~~period~~FINANCIAL ~~ended May 31, 2012 a total of $243,202 was impaired due to lack of ongoing exploration work and financing in determining a proven reserve.~~ STATEMENTS

~~NOTE 4 – IMPAIRMENT OF LONG LIVED ASSETS~~(Unaudited)

~~The~~NOTE ~~Company~~11 ~~periodically~~– ~~reviews~~SUBSEQUENT ~~its~~EVENTS 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. (continued)

12On May 23, 2014 the Company entered into a Sale and Purchase agreement with Pryme Oil and Gas LLC, a Texas corporation, (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 Willow Creek Enterprises, Inc. 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.

~~WILLOW~~On ~~CREEK~~May ~~ENTERPRISES~~30, ~~INC~~2014, the Company and Mr. Terry Fields entered into a Convertible Note Agreement ("Fields Note") where under the Company agreed to convert outstanding debt into an interest free convertible note with a one-year term commencing May 30, 2014, and 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 $0.001 per share. As at the date of issue, 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 grant to be $27,000, or 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 May 30, 2014, Mr. Terry Fields (A"Seller") ~~Exploration~~further ~~Stage~~entered ~~Company~~into a Convertible Promissory Note Purchase Agreement in respect of the Fields Note with unrelated third parties ("Buyers") where under Mr. Terry Fields assigned his debt to Buyers for $35,000 payable in cash and delivery of 500,000 free trading shares of the Company. On December 12, 2014, the Board of Directors approved the issuance of 27,000,000 post-split shares in fulfillment of all obligations under the Fields Note. As a result, 500,000 shares were issued on December 29, 2014 to Mr. Fields, with the remaining 26,500,000 shares issued on February 25, 2015 to certain assignees.

~~NOTES~~On TOJune ~~THE~~1, ~~CONSOLIDATED~~2014, ~~FINANCIAL~~the ~~STATEMENTS~~Company provided $83,450 to a third party as a loan for working capital in the form of a two-year note, bearing interest at a rate of 6% per annum. The loan is unsecured and remains outstanding. As at August 31, 2017 the Company wrote down the receivable as uncollectible.

On June 30, 2014, the Company and Mr. Eastland entered into a Convertible Note Agreement (~~Unaudited~~"Eastland Note") where under the Company agreed to convert outstanding debt of $155,986 into an interest free convertible note with a one year term commencing June 30, 2014, and 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 $0.05 per share, higher than the fair market value of the Company's common 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.

~~For the period of January 16, 2007(inception)~~13

~~through~~Willow ~~May~~Creek 31Enterprises, ~~2012~~Inc.

~~NOTE~~NOTES 5TO –FINANCIAL ~~STOCKHOLDERS’ EQUITY~~STATEMENTS

Between January 16, 2007 and 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.(Unaudited)

~~Between~~NOTE ~~January~~11 ~~16,~~– ~~2007~~SUBSEQUENT ~~and~~EVENTS ~~August 31, 2007 the company received subscriptions from 45 non-affiliate shareholders, totaling cash proceeds of $86,000 and the issuance of 60,199,986 common shares.~~(continued)

On ~~February~~July 2331, ~~2010~~2014, ~~the~~Mr. ~~Company~~Eastland ~~completed~~assigned ahis ~~21-1~~convertible ~~forward~~note ~~split~~to ofcertain ~~the~~third ~~company’s~~parties. On ~~issued~~March ~~and~~25, ~~outstanding~~2015, ~~common~~3,119,730 shares, ~~bringing~~were ~~the~~issued ~~total~~in fulfillment of ~~issued~~all ~~common~~obligations ~~shares~~under tothis ~~165,199,986 from 7,866,666~~note.

OnThe ~~August~~Company ~~10,~~effected ~~2010~~a ~~the~~reverse ~~Company~~split ~~issued~~on ~~2,000,000~~the ~~shares~~basis of ~~restricted~~one ~~common stock to the Company’s~~ new ~~incoming~~share ~~President. There~~for ~~was~~each noone ~~cash~~thousand ~~consideration paid for these~~ shares ~~and~~held ~~they~~(1:1000) ~~have~~effective ~~been~~October ~~valued~~27, ~~at $0.70~~2014, ~~the~~which ~~trading~~is ~~value~~retroactively onimpacted ~~the~~to ~~day~~ the ~~agreement~~share ~~was~~and ~~entered~~per ~~into.~~share ~~The~~data ~~shares~~contained ~~were valued at $1,400,000~~herein.

On October 228, ~~2010~~2014, the Company ~~retired~~entered into a ~~total~~Share ofExchange 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 ~~restricted~~stock of SHLE, par value $0.0001. On October 31, 2014, the Company issued 335,247,500 shares ~~owned~~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’s. ~~former~~TSO ~~president~~holds certain intangible assets including acquired geologic, geophysical, geochemical and engineering data, land acquisition costs and certain associated technical expenses.

AsOn ofOctober ~~May~~ 31, ~~2011~~2014 the Company ~~received~~changed aits ~~total~~name ofto ~~$151~~Shale Oil International,~~224~~ asInc. ~~subscription~~and ~~proceeds~~commenced ~~for~~trading aunder ~~private~~the ~~placement~~symbol SHLE on ~~that~~the ~~was~~OTC ~~subsequently~~Markets. ~~completed~~Mr. onEastland ~~December~~resigned 16his position as President and CEO, ~~2010~~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.

On ~~December~~June 165, ~~2010~~2015, the ~~company~~controlling ~~completed~~shareholders aof ~~private~~the ~~placement~~Company ~~for~~entered ~~$250,000. The~~into ~~Private~~an ~~Placement~~Assignment ~~consists~~and ofAssumption upAgreement to(the 40"Assumption ~~Units~~Agreement"), with Eagle Mountain Corporation (~~“each~~OTCQB: ~~unit”~~EMTC) ~~offered~~pursuant atto ~~$12,500~~which ~~per~~the ~~unit,~~shareholders ~~with~~assigned ~~each~~their ~~Unit~~controlling ~~being~~interest ~~comprised~~in ofthe ~~100,000~~Company ~~shares~~to ofEagle Mountain Corporation. Concurrently the ~~company’s~~Company ~~common~~became ~~stock~~an 85.39% controlled subsidiary of Eagle Mountain Corporation. Eagle Mountain Corporation and the Company have a director in common, ~~stock~~Mr. ~~purchase~~Larry ~~warrant(for~~Eastland. Mr. ~~“2010~~Ronald ~~warrant”)~~Cormick, ~~for~~a ~~the~~Director ~~purchase~~and officer of 12the Company and our wholly owned subsidiary,~~500~~ ~~shares~~TSO, ofis also the ~~company’s~~Chief ~~common~~Executive ~~stock~~officer atof ~~$0.1875~~Eagle ~~per~~Mountain ~~share~~Corporation.

On ~~January~~August 1110, ~~2011,~~2016 ~~Willow Creek Enterprises, Inc., a Delaware corporation, (~~the “Company”) ~~accepted,~~issued ~~per~~a ~~the~~total ~~terms~~ of ~~the Stock Purchase Agreement~~180, ~~$250,~~000 ~~from~~shares ~~Duke~~to ~~Holdings~~Terry ~~Ltd.~~Fields in ~~exchange~~consideration for: i)legal ~~431,036~~fees ~~shares~~in of the ~~Company’s~~amount ~~common stock priced at $0.58 per share, par value $0.00025, and ii) a six (3) year warrant to purchase additional shares~~ of ~~the Company’s common stock priced at~~ $~~0.60 per share~~1, ~~par value $0~~800.~~00025.~~

OnDuring ~~January~~fiscal 142017, ~~2011~~Eagle Mountain Corporation and the Company ~~completed~~entered ainto ~~4-1~~an ~~forward~~agreement ~~split~~whereby a total of 324,000,000 shares held by Eagle Mountain Corporation were returned to the ~~company’s~~Company ~~issued~~for ~~and~~cancellation. Concurrently ~~outstanding~~the ~~common~~Company ~~shares,~~ceased ~~bringing~~to be a controlled subsidiary of Eagle Mountain Corporation. As at the ~~total~~date of ~~issued~~this ~~common~~report the shares tohave ~~269,837,040~~been ~~from~~effectively ~~67,459,260~~canceled.

~~All~~On ~~share~~August ~~amounts~~9, 2017, the Company's subsidiary TSO entered into an option agreement with a Cyprus company whereby an agent acting on behalf of the Company incorporated Texas Shale Oil International Corp. ("TSOIC"). TSOIC was incorporated on August 10, 2017 and the issued shares allocated to TSO were held by a third-party nominee. Mr. Ron Cormick, our President and CEO, became an officer and director of TSOIC and Mr. Larry Eastland became a director. Initiatives expected to be undertaken by TSOIC regarding certain oil and gas business ventures in Ukraine in association with a Ukrainian private equity firm have ~~been~~failed ~~adjusted~~to materialize in subsequent periods. Mr. Eastland resigned his directorship March 5, 2018 and concurrently, 100% ownership of TSOIC was transferred to ~~reflect~~TSO, ~~any~~and ~~forward~~the ~~splits~~partnership was terminated. Thereafter, on June 13, 2018 TSO transferred its entire interest in TSOIC to an arm's length third party. Mr. Ron Cormick tendered his resignation from the Board of TSOIC concurrently, on June 13, 2018. Subsequently TSOIC fell into default in the State of Nevada.

13TSO continues to focus its expertise and efforts on its works-in-progress projects in the USA, Australia and elsewhere.

~~WILLOW CREEK ENTERPRISES, INC.~~14

(AWillow ~~Exploration~~Creek ~~Stage~~Enterprises, ~~Company)~~Inc.

NOTES TO ~~THE CONSOLIDATED~~ FINANCIAL STATEMENTS

(Unaudited)

~~For~~NOTE ~~the~~11 ~~period~~– ofSUBSEQUENT ~~January~~EVENTS ~~16, 2007~~(~~inception~~continued)

~~through~~During ~~May~~the fiscal year ended August 31, ~~2012~~2018, the Company and certain related 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 $150,777 relative to advances received to the date of the agreements, and 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 a 25% discount to the market at the time of conversion.

~~NOTE~~On September 6, -2018, ~~LOANS~~Mr. ~~PAYABLE~~Justin Eastland was appointed Director and Deputy Secretary of the Company. Justin Eastland is the son of Dr. Larry Eastland, Secretary and Director.

AsOn ofSeptember ~~May 31~~14, ~~2011~~2018, the Board of Directors of Shale Oil International Inc. ("SHLE" or the "Company") ~~owed~~approved ~~loans~~a change in fiscal year end from August 31 to March 31. This change in the ~~amount~~fiscal ofyear ~~$20,460~~end was made to anbetter ~~unrelated~~align ~~third~~SHLE's ~~party~~reporting calendar with the fiscal year end of Conquest Holdings Ltd. ~~The~~("Conquest"), ~~funds~~a ~~are~~company ~~non~~incorporated ~~interest~~under ~~bearing~~the laws of Hong Kong, and ~~unsecured~~the target of acquisition by SHLE. SHLE, Conquest and dothe ~~not~~shareholders ~~have~~of ~~any~~Conquest ~~specific~~entered ~~repayment~~into ~~terms.~~an ~~Imputed~~agreement ~~interest~~in isFebruary ~~not~~2019 ~~considered~~whereunder toConquest bewill ~~material~~become a wholly owned subsidiary of SHLE on closing.

On ~~September~~December 2913, ~~2011~~2018, the Company ~~issued~~redomiciled ~~an unsecured ten percent (10%) Promissory Note (the “Note”)~~ to ~~Duke Holdings Ltd. (“Duke”) in~~ the ~~amount~~State of ~~four~~Nevada ~~thousand~~from ~~seven hundred US dollars ($4,700), to evidence funds loaned by Duke to~~ the ~~Company~~State onof ~~September 29, 2011~~Delaware. The ~~Note~~Company ~~earns simple interest accruing at ten percent (10%) per annum and~~ is ~~due~~now ~~upon~~a ~~demand~~Nevada ~~ten (10) days written notice by Duke~~corporation.

On ~~December~~January 2710, ~~2011~~2019, ~~the~~Mr. ~~Company~~Larry ~~issued~~Eastland anresigned ~~unsecured~~as ~~ten percent (10%) Promissory Note (~~the ~~“Note”)~~President ~~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~~January 2215, ~~2012~~2019, ~~the Company issued an unsecured ten percent (10%) Promissory Note (the “Note”) to Duke Holdings Ltd~~Mr.~~(“Duke”)~~ inCormick ~~the~~was ~~amount~~appointed ~~of eighty thousand US dollars ($80~~President,~~000),~~ toCEO ~~evidence~~and ~~funds~~a ~~lent~~Director byof ~~Duke to~~ the Company onand ~~March 15, 2012~~Mr. ~~The~~Larry ~~Note~~Eastland ~~earns~~became ~~simple~~the ~~interest~~Secretary, ~~accruing~~Treasurer ~~at ten percent (10%) per annum~~ and isa ~~due~~Director ~~upon~~of ~~demand~~the ~~with ten (10) days written notice by Duke~~Company.

~~NOTE~~On 7January -17, ~~SUBSEQUENT~~2019 ~~EVENTS~~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, 2018 for accounting purposes.

AsOn January 23, 2019, the Board of ~~date~~Directors of ~~this~~the ~~report~~Company ~~there~~and ~~were~~a nomajority ~~material~~of ~~subsequent~~the ~~events~~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.

14On February 18, 2019, the Company entered into a Share Exchange Agreement with Conquest Resources Ltd. ("Conquest"), a company formed under the laws of Hong Kong and its shareholders, whereby the Company would acquire 100% of the shares of stock of Conquest, its business and assets in exchange for 42,100,000 post-split 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.

~~ITEM~~On 2March 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.

~~MANAGEMENT'S~~On ~~DISCUSSION~~March ~~AND~~6, ~~ANALYSIS~~2019, OFthe ~~FINANCIAL~~Company ~~CONDITION~~filed ~~AND~~documents ~~RESULTS~~with OFFINRA ~~OPERATIONS~~to effect the reverse split described above. The Company is awaiting approval from FINRA prior to finalizing the reverse split and name change.

~~FORWARD-LOOKING STATEMENTS~~15

~~This~~ITEM Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements2. ~~You~~ ~~can~~MANAGEMENT'S ~~identify~~DISCUSSION ~~forward-looking~~AND ~~statements~~ANALYSIS byOF ~~the~~FINANCIAL ~~use~~CONDITION ofAND ~~the~~RESULTS ~~words~~OF may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.OPERATIONS

~~RESULTS~~FORWARD-LOOKING ~~OF OPERATIONS~~STATEMENTS

~~Working~~This ~~Capital~~Quarterly Report on Form 10-Q 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 a guarantee 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:

	At May 31, 2012	At August 31, 2011
Current Assets	$30,734	$2,504
Current Liabilities	$291,362	$182,688
Working Capital (Deficit)	($260,628)	($180,184)

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

~~The~~· Economic, ~~decrease in our working capital at May 31~~competitive, ~~2012 from the period ended August 31~~demographic, ~~2011 is reflective of the current state of our~~ business ~~development, primarily due to our inability to secure funding, which allowed for the decrease in our exploration activities~~ and ~~professional~~other ~~fees~~conditions ~~paid~~ in ~~connection with expenses associated with~~ our ~~continuing~~local ~~reporting obligations under the Securities~~ and ~~Exchange~~regional ~~Act of 1934.~~markets;

As· Changes ofor ~~May~~developments ~~31,~~in ~~2012~~laws, weregulations ~~had~~or ~~cash~~taxes onin ~~hand of $30,734. Since~~ our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. industry;

~~Cash~~· Actions ~~Flows~~taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	Nine Months Ended	Nine Months Ended
	May 31, 2012	May 31, 2011
Cash Flows from (used in) Operating Activities	$(56,490)	$(209,872)
Cash Flows from (used in) Investing Activities	$(10,000)	$ (233,201)
Cash Flows from (used in) Financing Activities	$ 94,720	$498,825
Net Increase (decrease) in Cash During Period	$28,230	$ 55,752

· Competition in our industry;

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

We· Changes ~~have~~in ~~not~~our ~~generated~~business ~~any~~strategy, ~~revenues~~capital ~~since~~improvements ~~inception.~~or development plans;

~~Operating~~· The ~~Expenses~~availability of additional capital to support capital improvements and ~~Net~~development; ~~Loss~~and

~~Operating~~· Other ~~expenses~~risks ~~for~~identified ~~the~~in ~~three~~this ~~month~~report ~~period~~and ~~ended~~in ~~May~~our ~~31,~~other ~~2012~~filings ~~was $30,550 compared~~ with ~~$46,270 for~~ the ~~same~~Securities ~~period~~and ~~ended~~Exchange ~~May~~Commission ~~31,~~or ~~2011. The decrease in operating expenditures was attributed to lower amounts of professional fees relating to~~ the ~~Company’s filings~~SEC.

~~Net~~This ~~loss~~report ~~for~~should be read completely and with the ~~three~~understanding ~~month~~that ~~period~~actual ~~ended~~future ~~May~~results ~~31,~~may ~~2012~~be ~~was~~materially ~~$35,700~~different ~~compared~~from ~~with~~what ~~$46,270~~we ~~for~~expect. The forward-looking statements included in this report are made as of the ~~three~~date ~~month~~of ~~period~~this ~~ended~~report ~~May~~and ~~31,~~should ~~2011.~~be ~~The~~evaluated ~~overall~~with ~~decrease~~consideration inof ~~net~~any ~~loss~~changes occurring after the date of ~~$10,570~~this ~~was~~Report. ~~attributed~~We towill ~~was~~not ~~attributed~~update toforward-looking ~~lower~~statements ~~professional~~even ~~services~~though ~~incurred~~our ~~with~~situation may change in the ~~Company’s~~future ~~SEC~~and ~~filings~~we ~~including~~assume ~~accounting~~no obligation to update any forward-looking statements, ~~audit~~whether as a result of new information, ~~and~~future ~~legal~~events ~~services~~or otherwise.

~~Net~~Use ~~loss for the nine month period ended May 31, 2012 was $315,180 compared with $188,187 for the same period ended May 31, 2011. The overall increase in net loss~~ of ~~$126,993 was attributed to the impairment of a mineral property and professional services incurred with the Company’s SEC filings including accounting, audit, and legal services.~~Terms

15Except 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.

~~Liquidity~~The management's discussion and ~~Capital~~analysis ~~Resources~~of our financial condition and results of operations are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

AsThe atfollowing ~~May~~discussion ~~31,~~of ~~2012,~~our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements for the ~~Company’s~~three ~~cash~~months ~~balance~~ended ~~was~~November $30,~~734 compared~~ to2012 ~~$2,504~~and asthe atnotes ~~August~~thereto ~~31,~~appearing ~~2011~~elsewhere in this Report and ~~its~~the ~~total~~Company's ~~assets~~audited ~~were~~financial ~~$30,734~~statements ~~compared~~for ~~with~~the ~~$235,706~~fiscal asyear atended August 31, ~~2011.~~2012, ~~The~~as ~~decrease~~filed with the SEC in ~~total~~its ~~assets~~Annual isReport ~~attributed~~on toForm ~~mineral~~10-K ~~properties~~on ~~that~~May ~~have~~20, ~~been~~2019 ~~impaired.~~, along with the accompanying notes.

As at May 31, 2012, the Company had total liabilities of $291,362 compared with total liabilities of $182,688 as at August 31, 2011. The increase in total liabilities was attributed to increases in accounts payable and accrued liabilities of $108,674 as the Company did not have sufficient cash flow to settle obligations. 16

As at May 31, 2012, the Company had a working capital deficit of $260,628 compared with a working capital deficit of $180,184 as at August 31, 2011. The increase in working capital deficit was attributed to the increase in accounts payable and accrued liabilities of $13,954 due to the lack of sufficient cash flow to pay its obligations.Overview

~~Cashflow~~Willow ~~from~~Creek ~~Operating~~Enterprises, ~~Activities~~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.

~~During~~On ~~the~~August ~~nine~~28, ~~month~~2007, ~~period~~we ~~ended~~acquired ~~May~~a ~~31,~~100% ~~2012,~~undivided ~~the~~interest ~~Company~~in ~~used~~a ~~$56,490~~mineral ofclaim ~~cash~~known ~~for~~as ~~operating~~the ~~activities~~Lori/Mamquam ~~compared~~Property to (the ~~use~~"Lori/Mamquam ofProperty") ~~$209,872~~from ofAndrew ~~cash~~Sostad ~~for~~pursuant ~~operating~~to ~~activities~~a ~~during~~purchase ~~the~~agreement ~~same~~for ~~period~~cash ~~ended~~consideration ~~May~~of 31$6, ~~2011~~000. The ~~decrease~~Lori/Mamquam inProperty ~~cashflows~~claim ~~used for operating activities~~ is ~~attributed~~situated toin ~~lack~~the ofVancouver ~~sufficient~~Mining ~~cash~~District, ~~flow~~British toColumbia, ~~pay its obligations~~Canada.

~~Cashflow~~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 ~~Investing~~the ~~Activities~~Dolly Varden Property subject to the terms and conditions of the Dolly Varden Agreement.

~~During~~On November 17, 2010, the ~~nine~~Company ~~month~~entered ~~period~~into ~~ended~~a ~~May~~Minerals ~~31,~~Lease ~~2012~~and Agreement (the "Hercules Agreement") with MinQuest,whereby the Company ~~had~~acquired ~~cash~~the ~~transactions~~right into ~~the~~conduct ~~amount~~mineral exploration activities for a term of ~~$10~~seven (7) years (the "Term") on various unpatented mining claims situated in Lyon County,~~000~~ ~~related~~Nevada tocollectively ~~investing~~known ~~activities~~as the Hercules Property (the "Hercules Property").As ~~During~~consideration for the ~~nine~~leased ~~month~~mineral ~~period~~rights ~~ended~~the ~~May~~Company 31shall pay an aggregate of $290,000 ~~2011~~and provide $3,500,000 in work commitments over the ~~Company~~Term. ~~had~~Additionally, ~~transactions~~MinQuest ~~related~~is entitled to ~~investing~~receive ~~activities~~a 3% royalty from all mineral production derived from the exploration and development of ~~$233,201.~~the Hercules Property.

~~Cashflow~~On ~~from~~February ~~Financing~~7, ~~Activities~~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.

~~During~~On April 20, 2011, the ~~nine~~Company ~~month~~entered ~~period~~into ~~ended~~an ~~May~~Amended ~~31,~~Minerals ~~2012~~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 ~~received~~and ~~$94~~Minquest,~~720~~ ofrelating ~~cash~~to ~~from~~the ~~financing~~Hercules ~~activities~~Property. ~~compared~~Pursuant to ~~$498,825~~the ~~for~~Amended Hercules Agreement, the ~~same~~following ~~period~~material ~~ended~~provisions ~~May~~of ~~31,~~the ~~2011.~~Hercules ~~The~~Agreement ~~decrease~~were inamended: ~~cashflows~~i) ~~provided~~the Term was extended from ~~financing~~seven ~~activities~~(7) isyears ~~based~~to ontwenty (20) years; ii) the ~~fact~~payment ~~that~~schedule as set forth in paragraph 3(a) was amended to include increases for inflation each year after the ~~Company~~Seventh ~~received~~Year ~~$94,270~~Anniversary; iii) the Area of ~~financing~~Interest ~~from~~as aset ~~third-party~~forth ~~and~~in $0paragraph ~~from~~5 ~~related~~was ~~parties~~increased to ~~settle~~include ~~outstanding~~a ~~obligations~~one mile radius surrounding the current boundaries of the ~~Company~~Hercules ~~during~~Property; and iv) the ~~day-to-day~~list ~~operations~~of Hercules Property mining claims as ~~compared~~set forth in Schedule A thereto was amended to ~~$498,825~~include inan ~~2011.~~aggregate of 88 claims.

~~Going~~On ~~Concern~~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.

WeDuring ~~have~~the ~~not~~fiscal ~~attained~~year ~~profitable~~ended ~~operations~~August ~~and~~31, ~~are~~2012 ~~dependent~~a ~~upon~~total ~~obtaining~~of ~~financing~~$243,202 towas ~~pursue~~impaired ~~any~~due ~~extensive~~to ~~activities.~~lack ~~For~~of ~~these~~ongoing ~~reasons,~~exploration ~~our~~work ~~auditors~~and ~~stated~~financing in ~~their~~determining ~~report on our audited financial statements that they have substantial doubt that we will be able to continue as~~ a ~~going~~proven ~~concern without further financing~~reserve.

~~Future~~On ~~Financings~~September 17, 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.

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.17

~~Off-Balance~~Plan ~~Sheet~~of ~~Arrangements~~Operations

Our plan of operation during fiscal 2013 remained unchanged and was 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 possessed commercially exploitable mineral deposits. We ~~have~~are presently in the exploration stage of our business and we can provide no ~~significant~~assurance ~~off-balance~~that ~~sheet~~commercially ~~arrangements~~viable mineral deposits exist on our mineral claims or that ~~have~~we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are ~~reasonably~~discovered, ~~likely~~that towe ~~have~~will enter into further substantial exploration programs. Further exploration is required before a ~~current~~final orevaluation ~~future~~as ~~effect~~to onthe economic and legal feasibility to determine whether our ~~financial~~mineral ~~condition,~~claims ~~changes~~possess incommercially ~~financial~~exploitable ~~condition,~~mineral ~~revenues~~deposits. orWe ~~expenses~~have not, ~~results~~nor ofhas ~~operations,~~any ~~liquidity~~predecessor, ~~capital~~identified ~~expenditures~~any orcommercially ~~capital~~exploitable ~~resources~~reserves of these minerals on our mineral claims.

~~Critical~~We ~~Accounting~~have ~~Policies~~completed Phase I of our exploration program of the Lori/Mamquam Property, Hercules Property and Dolly Varden Property and are now currently assessing the feasibility of moving into Phase II of our exploration programs. A decision regarding proceeding into Phase II of our explorations on the Lori/Mamquam Property, Hercules Property and Dolly Varden Property will be made by assessing whether the results of Phase I are sufficiently positive to enable us to obtain the financing that we will need to continue through additional stages of the exploration programs. This assessment will include an assessment of the market for financing of mineral exploration projects and an evaluation of our cash reserves after the completion of Phase I. The decision whether or not to proceed will be based on the recommendations of our geological consultant. The decision of the consultant whether or not to recommend proceeding with our exploration programs will be based on a number of factors, including his subjective judgment, and will depend primarily on the results of the immediately preceding stage. We have not yet commenced mineral exploration activities on the Gilman Gold Property. A summary of our first phase exploration activities on the Dolly Varden Property and Hercules Property is outlined below.

We ~~have~~announced ~~identified~~on ~~certain~~November ~~accounting~~22, ~~policies~~2010, ~~described~~that Phase One of the exploration program at the Dolly Varden Property began and finished ahead of schedule and below budget. Sixteen (16) samples from this zone were collected and submitted to Chemex labs for assaying and analytical testing. The Company announced on January 4, 2011, that ~~are~~the ~~most~~results ~~important~~from tothe initial sampling and property examination on the ~~portrayal~~Dolly ofVarden ~~our~~Property ~~current~~were ~~financial~~completed. The ~~condition~~geologists reported anomalous gold and ~~results~~copper throughout the property. Sixteen (16) samples were collected and assayed for a suite of ~~operations~~elements. ~~Our~~Nine (9) of the samples contained significant ~~accounting~~quantities ~~policies~~of ~~are~~copper, ~~disclosed~~silver inand/or gold with some also having molybdenum, lead and zinc. Eight (8) of the ~~notes~~sixteen (16) rock samples contained gold values that were anomalous to ~~the~~very ~~financial~~anomalous ~~statements~~(from ~~included~~0.028 inppm ~~this~~to ~~Quarterly~~1.51 ~~Report~~ppm). Four (4) of the samples contained significant quantities of copper and one sample contained significant silver, lead, and zinc.

16On August 25, 2011, the Company announced the completion of Phase One of its drill program at its Hercules Property. Phase One was comprised of a 20-hole drill program that totaled more than 6,000 feet of drilling of targeted areas on the Hercules Property. The Company had originally only planned to drill 12-14 holes but due to some encouraging initial drill cores, the Company decided to increase that number to 20.

~~Use~~When ofwe ~~Estimates~~continue our exploration activities we intend to rely heavily on outside consultants to provide all equipment and field work needed for the exploratory program we intend to conduct.

~~The~~We ~~preparation~~do ofnot ~~financial~~have ~~statements~~sufficient incash ~~conformity~~on ~~with~~hand ~~accounting~~to ~~principles~~fund ~~generally~~our ~~accepted~~operations infor the ~~United~~next ~~States~~twelve ofmonths. ~~America~~We ~~requires~~also ~~management~~require toadditional ~~make~~financing ~~estimates~~in ~~and~~order ~~assumptions~~to ~~that~~commence ~~affect~~ the ~~amounts~~exploration ~~reported~~of in the ~~financial~~Dolly ~~statements~~Varden ~~and~~Property, ~~accompanying~~Gilman ~~notes~~Gold ~~for~~Property, ~~the~~and ~~reporting~~Hercules ~~period~~Property. As ~~Significant~~a ~~areas~~result ~~requiring~~of the ~~use~~delay ofin ~~management~~our ~~estimates~~exploration ~~relate~~plans due to ~~the~~lack ~~valuation~~ of ~~its~~capital, ~~mineral~~we ~~leases~~wrote ~~and~~down ~~claims~~the ~~and~~capitalized ~~our~~value ~~ability~~of toour ~~obtain~~mineral ~~final~~properties ~~government~~during ~~permission~~fiscal ~~to complete the project~~2012.

~~Exploration Stage Enterprise~~18

~~Our~~RESULTS ~~financial~~OF statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” as we devote substantially all of our efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, we will continue to prepare our financial statements and related disclosures in accordance with entities in the exploration stage.OPERATIONS

~~Cost~~Working ~~of Maintaining Mineral Properties~~Capital

We do not accrue the estimated future costs of maintaining our mineral properties in good standing.

	Three Months ended November 30, 2012			Fiscal Year ended August 31, 2012
Current Assets	$	1,549		$	2,087
Current Liabilities	$	338,071		$	332,306
Working Capital (Deficit)	$	(336,522	)	$	(330,219	)

~~Mineral~~Cash ~~Property Acquisition Payments and Exploration Costs~~Flows

We record our interest in mineral properties at cost. We expense all costs incurred on mineral properties to which we have secured exploration rights, other than acquisition costs, prior to the establishment of proven and probable reserves. If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized.


	Three Months Ended			Three Months Ended
	November 30, 2012			November 30, 2011
Cash Flows (used in) Operating Activities	$	(538	)	$	(7,194	)
Cash Flows from (used in) Investing Activities	$	-		$	-
Cash Flows provided by Financing Activities	$	-		$	4,700
Net Increase (decrease) in Cash During Year	$	(538	)	$	(2,494	)

WeOperating 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.Revenues

~~Exploration~~We ~~Expenditures~~have not generated any revenues since inception.

WeOperating ~~follow~~Expenses ~~a policy of expensing exploration expenditures until a production decision in respect of the project~~ and weNet ~~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.~~Loss

~~Management~~Operating ~~periodically~~expenses ~~reviews~~for the ~~carrying~~three ~~value~~months ofended ~~its~~November ~~investments~~30, in2012 ~~mineral~~totaled ~~leases~~$452 ~~and~~as ~~claims~~compared ~~with internal and external mining related professionals. A decision~~ to ~~abandon~~$242,812 ~~reduce~~for orthe ~~expand~~three amonths ~~specific~~ended ~~project~~November is30, ~~based~~2011. Professional ~~upon~~fees ~~many~~decreased ~~factors~~period ~~including~~over ~~general~~period ~~and~~from ~~specific assessments of mineral deposits~~$2,000 ~~anticipated~~in ~~future~~2011 ~~mineral~~to ~~prices,~~$Nil ~~anticipated~~in ~~future~~2012 ~~costs~~as ~~of exploring, developing and operating~~ a ~~production~~result ~~mine,~~of the ~~expiration~~Company ~~term~~limiting ~~and~~operations. ~~ongoing~~During ~~expenses~~the ofthree ~~maintaining~~months ~~mineral~~ended ~~properties~~November ~~and~~30, ~~the~~2011 ~~general~~we ~~likelihood~~recorded ~~that~~impairment weof ~~will~~mineral ~~continue~~rights ~~exploration~~of on$233,202 ~~such~~as ~~project.~~compared Weto dono ~~not~~impairment ~~set~~recorded ain ~~pre-determined~~the ~~holding~~comparable period for ~~properties~~2012. General ~~with~~and ~~unproven~~administrative ~~deposits,~~expenses ~~however,~~were ~~properties~~substantially ~~which~~decreased ~~have~~from ~~not~~$7,610 ~~demonstrated~~in ~~suitable~~2011 ~~metal~~to ~~concentrations~~$452 atin ~~the~~2012 ~~conclusion~~as ofwe ~~each~~did ~~phase~~not ofhave anthe ~~exploration~~capital ~~program are reevaluated~~ to ~~determine~~carry ifout ~~future exploration is warranted, whether there has been~~ any ~~impairment~~work inon ~~value~~our ~~and~~mineral ~~that their carrying values are appropriate~~assets.

IfNet anloss ~~area~~for ofthe ~~interest~~three ismonths ~~abandoned~~ended orNovember it30, is2012 ~~determined~~was ~~that~~$6,814 ~~its~~as ~~carrying~~compared ~~value~~to ~~cannot~~$247,411 befor ~~supported~~the bythree ~~future~~months ~~production~~ended orNovember ~~sale~~30, 2011. Net loss included interest expenses of $6,362 which increased slightly from $4,599 for the ~~related~~comparable ~~costs~~period ~~are~~ended ~~charged~~November ~~against~~30, ~~operations~~2011. The overall decrease in ~~the~~net ~~year~~loss ofis ~~abandonment~~attributed orto ~~determination~~a lack of ~~value.~~adequate ~~The~~working ~~amounts~~capital ~~recorded~~to ascarry ~~mineral~~out ~~leases~~operations and ~~claims~~the ~~represent~~impairment ~~costs~~of to$233,202 ~~date~~in ~~and~~the dothree ~~not~~months ~~necessarily~~ended ~~reflect~~November ~~present~~30, or2011 ~~future~~with ~~values~~no similar expense in the current three months ended November 30, 2012.

~~Our~~Liquidity ~~exploration activities~~ and ~~proposed~~Capital mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. We have made, and expect to make in the future, expenditures to comply with such laws and regulations.Resources

~~The~~As ~~accumulated~~at ~~costs~~November of30, ~~properties~~2012, ~~that~~the ~~are~~Company's ~~developed~~cash balance was $1,549 as compared to $2,087 as at August 30, 2012 and its total assets were $1,549 compared with $2,087 as at August 31, 2012. The Company had impaired its mineral rights in the ~~stage~~fiscal ofyear ~~commercial~~ended ~~production~~August ~~will~~30, be2012 ~~amortized~~thus todecreasing its assets and could not raise funding for operations ~~through~~leaving ~~unit-of-production~~it ~~depletion~~with minimal cash for operations.

1719

~~Recently~~As ~~Issued~~at ~~Accounting~~November ~~Pronouncements~~30, 2012, the Company had total liabilities of $338,071 compared with total liabilities of $332,306 as at August 31, 2012. The increase in total liabilities was attributed to increases in accounts payable and accrued liabilities of $5,765 as the Company did not have sufficient cash flow to settle obligations.

~~The~~As ~~Company~~at ~~has~~November ~~implemented~~30, ~~all~~2012, ~~new~~the ~~accounting~~Company ~~pronouncements~~had ~~that~~a ~~are~~working incapital ~~effect.~~deficit ~~These~~of ~~pronouncements~~$336,522 ~~did~~compared ~~not~~with ~~have~~a ~~any~~working ~~material~~capital ~~impact~~deficit onof ~~the~~$330,219 ~~financial~~as ~~statements~~at ~~unless~~August ~~otherwise disclosed~~31, ~~and~~2012. ~~the~~The ~~Company~~increase ~~does~~in ~~not~~working ~~believe~~capital ~~that~~deficit ~~there~~was ~~are~~entirely ~~any~~attributed ~~other~~to ~~new~~the ~~accounting~~lack ~~pronouncements~~of ~~that~~sufficient ~~have~~cash ~~been~~flow ~~issued~~to ~~that~~pay ~~might~~obligations ~~have~~as athey ~~material~~came ~~impact on its financial position or results of operations~~due.

~~ITEM~~Cashflow 3.from Operating Activities

~~QUANTITATIVE~~During ~~AND~~the ~~QUALITATIVE~~three ~~DISCLOSURES~~months ~~ABOUT~~ended ~~MARKET~~November ~~RISK~~30, 2012, the Company used $452 of cash for operating activities compared to the use of $7,194 of cash for operating activities during the three months ended November 30, 2011. The decrease in cashflows used for operating activities is attributed to the decline in overall operations and available funding in the current fiscal year. During the three months ended November 30, 2011 the Company recorded a noncash impairment of mineral rights in the amount of $233,202, with no similar transactions in the current three-month period. During the three months ended November 30, 2012 the Company's accounts payable increased by $5,765 as compared to $5,951in the three month period ended November 30, 2011.

WeCashflow ~~are~~from aInvesting ~~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.~~Activities

~~ITEM~~During 4the three months ended November 30, 2012 and November 30, 2011 the company did not incur any costs related to investing activities.

~~CONTROLS~~Cashflow ~~AND~~from ~~PROCEDURES~~Financing Activities

~~Evaluation~~During the three months ended November 30, 2012 the Company did not receive any funds from financing activities as compared to the period ended November 30, 2011 when the Company received a loan of ~~Disclosure~~$4,700 ~~Controls~~for ~~and~~operations. ~~Procedures~~.

~~Disclosure~~Other ~~controls~~Income and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(eExpenses) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of May 31, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 5, 2012 for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

~~Changes~~During inthe ~~Internal~~three ~~Control~~months ~~over~~ended ~~Financial~~November ~~Reporting~~30, 2012 the Company incurred interest expenses of $6,362 compared to interest expenses of $4,599 during the comparable period ended November 30, 2011 as a result of our outstanding loans.

~~Our~~Off-Balance ~~management~~Sheet has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.Arrangements

~~The~~We ~~Company~~have isno ~~not~~significant ~~required~~off-balance bysheet ~~current~~arrangements ~~SEC~~that ~~rules~~have toor ~~include,~~are ~~and~~reasonably ~~does~~likely ~~not~~to ~~include,~~have ana ~~auditor's~~current ~~attestation~~or ~~report.~~future ~~The~~effect ~~Company's~~on ~~registered~~our ~~public~~financial ~~accounting~~condition, ~~firm~~changes ~~has~~in ~~not~~financial ~~attested~~condition, torevenues ~~Management's~~or ~~reports~~expenses, onresults ~~the~~of ~~Company's~~operations, ~~internal~~liquidity, ~~control~~capital ~~over~~expenditures ~~financial~~or ~~reporting~~capital resources.

18Going Concern

~~PART~~We IIhave -not ~~OTHER~~attained ~~INFORMATION~~profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

~~ITEM~~Future 1. Financings

~~LEGAL~~We ~~PROCEEDINGS~~will continue to rely on equity sales of our common shares and third-party loans 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.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.20

~~ITEM~~Critical ~~1A.~~Accounting Policies and Estimates

~~RISK~~The ~~FACTORS~~preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in Note 3 to our unaudited financial statements contained herein.

WeRecent ~~are~~Accounting ~~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.~~Pronouncements

~~ITEM~~There 2were 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.

~~UNREGISTERED~~ITEM ~~SALES~~3. OFQUANTITATIVE ~~EQUITY~~AND ~~SECURITIES~~QUALITATIVE ~~AND~~DISCLOSURES ~~USE~~ABOUT OFMARKET ~~PROCEEDS~~RISK

1We are a smaller reporting company and are not required to provide this information.

~~Quarterly~~ITEM ~~Issuances:~~4. CONTROLS AND PROCEDURES

~~During~~Evaluation ~~the~~of ~~quarter,~~Disclosure weControls ~~did~~and ~~not issue any unregistered securities other than as previously disclosed.~~ Procedures

2Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of November 30, 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 Securities and Exchange Act Commission'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.

~~Subsequent~~Our ~~Issuances~~internal 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 a single person who is the Company's principal executive officer and principal financial officer,(ii) the Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process, and (iii) the Company has no formal process related to the identification and approval of related party transactions.

~~Subsequent~~In order to mitigate the ~~quarter~~foregoing material weakness, we ~~did~~have ~~not~~engaged ~~issue~~an ~~any~~outside ~~unregistered~~accounting ~~securities~~consultant ~~other~~with ~~than~~significant asexperience ~~previously~~in the preparation of financial statements in conformity with U.S. GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

~~disclosed~~We would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.

~~ITEM~~Going 3.forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

~~DEFAULTS~~Changes ~~UPON~~in ~~SENIOR~~Internal ~~SECURITIES~~Control over Financial Reporting

~~None~~During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM 4.~~ 21

~~MINE~~PART ~~SAFETY~~II ~~DISCLOSURES~~– OTHER INFORMATION

~~Not~~ITEM ~~Applicable~~1. LEGAL PROCEEDINGS

~~ITEM~~There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

~~OTHER~~ITEM ~~INFORMATION~~1A. RISK FACTORS

~~None~~The Company is a smaller reporting company and is not required to provide this information.

19ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ITEM~~There 6were no sales of equity securities sold during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

~~EXHIBITS~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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 between the Company and 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 between the Company and 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 between the Company and Duke Holdings Ltd. dated August 24, 2011	Filed with the SEC on August 29, 2011 as part of our Current Report on Form 8-K.
10.14	Promissory Note between the Company and 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 between the Company and Duke Holdings Ltd. dated December 19, 2011.	Filed with the SEC on December 28, 2011 as part of our Current Report on Form 8-K.
10.16	Promissory Note between the Company and Duke Holdings Ltd. dated March 22, 2012.	Filed with the SEC on March 28, 2012 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.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

None.

*PursuantITEM to4. ~~Regulation~~MINE ~~S-T,~~SAFETY this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.DISCLOSURES

20Not Applicable

~~SIGNATURES~~ITEM 5. OTHER INFORMATION

~~In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~None.

	WILLOW CREEK ENTERPRISES, INC.
Dated: July 23, 2012	By: /s/ Terry Fields
		Terry Fields
		Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary and Treasurer

InITEM ~~accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated~~6. EXHIBITS

~~Dated:~~(a) ~~July 23, 2012~~Exhibits

/s/ Terry Fields

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

~~By: Terry Fields – Director~~SIGNATURES

~~Dated:~~Pursuant ~~July~~to 23the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~2012~~the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Larry Eastland

	WILLOW CREEK ENTERPRISES, INC.

Date: May 23, 2019	By:	/s/ Ron Cormick
		Name: Ron Cormick
		Title: CEO, President, Director (Principal Executive Officer)

~~By: Larry Eastland – Director~~ 23

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