UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

	For the quarterly period ended February 28, 2013

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

	For the transition period from __________ to __________

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)

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

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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 an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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

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

Yes [ ] No [X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

55,292,092 shares of common stock outstanding as of May 20, 2019

(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)

WILLOW CREEK ENTERPRISES, INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
		3
Item 1.	Financial Statements (Unaudited)

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

	SIGNATURES	24

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Willow Creek Enterprises, Inc.

Balance Sheets

(Unaudited)

	February 28, 2013			August 31, 2012

ASSETS

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

Total Assets	$	-		$	2,087


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses		60,656			50,156
Accounts payable and accrued expenses, related party		27,000			27,000
Loan payable		255,150			255,150
Total Current Liabilities		342,806			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, 297,337and 269,837shares of common stock issued and outstanding as of February 28, 2013 and August 31, 2012, respectively		30			27
Additional paid in capital		2,448,059			2,282,039
Accumulated deficit		(2,790,895	)		(2,612,285	)
Total Stockholders' Deficit		(342,806	)		(330,219	)
Total Liabilities and Stockholders' Deficit	$	-		$	2,087

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

Willow Creek Enterprises, Inc.

Statements of Operations

(Unaudited)


	Three months Ended February 28, 2013			Three months Ended February 29, 2012			Six months Ended February 28, 2013			Six months Ended February 29, 2012
Revenues	$	-		$	-		$	-		$	-

Operating expenses:
Professional fees		-			18,240			-			20,240
Stock-based compensation		165,000						165,000
Mineral rights impairment		-			-			-			233,202
General and administrative		497			9,223			949			16,833
Total operating expenses		165,497			27,463			165,949			270,275

Other income (expenses)
Interest expenses		(6,299	)		(4,606	)		(12,661	)		(9,205	)
Total other income (expenses)		(6,299	)		(4,606	)		(12,661	)		(9,205	)

Net income (loss) for the period	$	(171,796	)	$	(32,069	)	$	(178,610	)	$	(279,480	)


Net loss per common share, basic and diluted	$	(0.61	)	$	(0.12	)	$	(0.65	)	$	(1.04	)

Weighted average number of common shares used in calculation		282,670			269,837			276,218			269,837

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

Willow Creek Enterprises, Inc.

Statements of Cash Flows

(Unaudited)


	Six months Ended February 28, 2013			Six months Ended February 29, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(178,610	)	$	(279,480	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Impairment expense on mineral property		-			233,202
Imputed interest		1,023			2,130
Issuance of common stock for services rendered		165,000			-
Changes in operating assets and liabilities:
Accounts payable & accrued liabilities		10,500			26,944
Cash (used in) operating activities		(2,087	)		(17,204	)

CASH FLOWS TO INVESTING ACTIVITIES
Cash (used in) investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		-			14,700
Cash provided by financing activities		-			14,700

INCREASE (DECREASE) IN CASH		(2,087	)		(2,504	)
CASH AT BEGINNING OF PERIOD		2,087			2,504
CASH AT END OF PERIOD	$	2,087		$	-

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

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

WILLOW CREEK ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS

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

NOTE 2 – GOING CONCERN

These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of February 28. 2013, the Company had no cash (August 31, 2012 - $2,087), working capital deficit of $342,806 (August 31, 2012 - $330,219) and stockholders' deficit of $342,806 (August 31, 2012- stockholder's deficit of $330,219) and accumulated net losses of $2,790,895 (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.

Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans. Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations. The Company is not currently earning any revenues.

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES

Basis of 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.

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 and six months ended February 28, 2013 are not necessarily indicative of the results that may be expected for the year ended August 31, 2013 and any other future periods.

WILLOW CREEK ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (continued)

Use of Estimates

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

Significant estimates include, 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.

Regulatory Matters

The Company and its mineral property interests are subject to a variety of Canadian national and provincial regulations governing land use, health, safety and environmental matters. The Company's management believes it has been in substantial compliance with all such regulations and is unaware of any pending action or proceeding relating to regulatory matters that would affect the financial position of the Company.

Cash and Cash Equivalents

For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. As of February 28, 2013, and August 31, 2012 there are no cash equivalents.

Stock-Based Compensation

The 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.

The fair value of options is calculated using the Black-Scholes option pricing model to determine the fair value of stock options on the date of grant based on key assumptions such as expected volatility and expected term, so long as the option does not contain provisions that require a more complex model to be used.

WILLOW CREEK ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (continued)

Fair Value of 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 (highest priority), Level 2, and Level 3 (lowest priority).

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

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 (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).

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

Investments are reflected 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.

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

Impaired Asset Policy

The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in ASC "Property, Plant, and Equipment". The Company determines impairment by comparing the 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.

Mineral Property Costs

Mineral property acquisition, exploration and development costs are expenses as incurred until such time as economic reserves are quantified. From that time forward, the Company will capitalize all costs to the extent that future cash flows from mineral resources equal or exceed the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. Costs related to site restoration programs will be accrued over the life of the project. To date, the Company has established proven reserves on one of its mineral properties.

Basic and Diluted Loss Per Share

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

WILLOW CREEK ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (continued)

Income 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 valuation allowance is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized.

Recent Accounting Pronouncements

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.

NOTE 4 – MINERAL LEASES AND CLAIMS

On August 28, 2007, the Company acquired a 100% interest in numerous claims known as the Lori/Mamquam Property and is located in the Vancouver Mining Division, British Columbia. The claims were purchased for $6,000 cash and were abandoned in 2011.

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"), situated in Elko County, Nevada for a term of twenty (20) years (the "Term") with the right to renew. As consideration, the Company shall pay ten thousand dollars ($10,000) upon execution of the Agreement, and an annual payment of ten thousand dollars ($10,000) for the remainder of the Term. Additionally, pursuant to the Agreement, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the Agreement.

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

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 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.

WILLOW CREEK ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 – MINERAL LEASES AND CLAIMS (continued)

On April 20, 2011, the Company entered into an Amended Minerals Lease and Agreement with MinQuest (the "Amended Agreement") to amend certain terms and conditions of the Original Agreement including, but not limited to, the following material changes from the Original Agreement to the Amended Agreement: i) the Term is extended from seven (7) years to twenty (20) years; ii) the payment schedule as set forth in paragraph 3(a) is amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 is increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A is amended to include 88 claims in the aggregate. 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 the fiscal year ended August 31, 2012 a total of $243,202 was impaired due to lack of ongoing exploration work and financing in determining a proven reserve.

NOTE 5 – IMPAIRMENT OF LONG-LIVED ASSETS

The amount of 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.

	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		-		-

In March of 2011, a 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.

NOTE 6 – COMMON STOCK AND PREFERRED STOCK

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

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

On January 17, 2013, the Board of Directors of the Company authorized the issuance of 27,500 common shares of the Company's stock to Dr. Larry Eastland, the sole director and officer of the Company, for his services at $6 per share.

Willow Creek Enterprises, Inc.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 – COMMON STOCK AND PREFERRED STOCK (continued)

As at February 28, 2013 and August 31, 2012 there were 297,337 and 269,837 shares of common stock issued and outstanding, respectively. As at February 28, 2013 and August 31, 2012 there were Nil shares of Series A Preferred Stock issued and outstanding.

NOTE 7 - LOANS PAYABLE

Lender #1

As of August 31, 2011, the Company had received a loan in the amount of $20,460 from an unrelated third party. The funds are non-interest bearing, unsecured, and do not have any specific repayment terms. The Company imputed interest expense of $1,023 and $2,130 for the six months ended February 28, 2013 and 2012, respectively.

Lender #2

As of August 31, 2011, the Company had received loans in the amount of $389,970 from an unrelated third party, of which $250,000 was converted to 606 common shares and 606 share purchase warrants with an exercise price of $437.50 per share. We recorded a loss on settlement of debt in the amount of $286,915 in respect of the transaction. The remaining funds $139,970 are interest bearing at a rate of 10% per annum. The funds are unsecured, and do not have any specific repayment terms.

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

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

On March 22, 2012, the Company issued an unsecured ten percent (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 six months ended February 28, 2013 and 2012, the Company recorded interest expense of $11,638 and $7,074, respectively.

NOTE 8- RELATED PARTIES TRANSACTIONS

During 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 February 28, 2013 and August 31, 2012. The $27,000 is reflected on the balance sheet as accounts payable related party.

On 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. On January 17, 2013, the Board of Directors of the Company authorized the issuance of 27,500 common shares of the Company's stock to Dr. Larry Eastland, the sole director and officer of the Company, for his services at $6 per share.

Willow Creek Enterprises, Inc.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 – IMPAIRMENT OF FUNDS HELD IN TRUST

On August 31, 2012 the Company's management determined to impair a total of $17,253 in cash held in trust with legal counsel. The Company was unable to confirm such funds remained in trust for the benefit of the Company as at the end of fiscal 2012. The trust balance which management was able to independently verify at August 31, 2012 was $2,087. There were no funds remaining in trust as at February 28, 2013.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

On October 9, 2010, 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 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 (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 commitments over the term of the Agreement. Additionally, MinQuest is entitled to receive a 3% royalty from all mineral production derived from the exploration and development of the Hercules Property. On April 20, 2011, the Company entered into an Amended Minerals Lease and Agreement with MinQuest (the "Amended Agreement") to amend certain terms and conditions of the Original Agreement including, but not limited to, the following material changes from the Original Agreement to the Amended Agreement: i) the Term is extended from seven (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.

On 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.

NOTE 11 – SUBSEQUENT EVENTS

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

The terms of the Share Exchange Agreement were unable to be fulfilled by both Mia Mynt and the Company during the quarter ended November 30, 2013. As a result, the parties mutually agreed to terminate the Agreement.

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

Willow Creek Enterprises, Inc.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 – SUBSEQUENT EVENTS (CONTINUED)

On 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 declaredbankruptcy 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.

On May 30, 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 ("Seller") further entered 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.

On June 1, 2014, the 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 ("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.

Willow Creek Enterprises, Inc.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 – SUBSEQUENT EVENTS (CONTINUED)

On July 31, 2014, Mr. Eastland assigned his convertible note to certain third parties. On March 25, 2015, 3,119,730 shares were issued in fulfillment of all obligations under this note.

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

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

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

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

On August 10, 2016 the Company issued a total of 180,000 shares to Terry Fields in consideration for legal fees in the amount of $1,800.

During fiscal 2017, Eagle Mountain Corporation and the Company entered into an agreement whereby a total of 324,000,000 shares held by Eagle Mountain Corporation were returned to the Company for cancellation. Concurrently the Company ceased to be a controlled subsidiary of Eagle Mountain Corporation. As at the date of this report the shares have been effectively canceled.

On August 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 failed to materialize in subsequent periods. Mr. Eastland resigned his directorship March 5, 2018 and concurrently, 100% ownership of TSOIC was transferred to TSO, and the 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.

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

Willow Creek Enterprises, Inc.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 – SUBSEQUENT EVENTS (CONTINUED)

During the fiscal year ended August 31, 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.

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

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

On December 13, 2018, the Company redomiciled to the State of Nevada from the State of Delaware. The Company is now a Nevada corporation.

On January 10, 2019, Mr. Larry Eastland resigned as the President of the Company.

On January 15, 2019, Mr. Cormick was appointed President, CEO and a Director of the Company and Mr. Larry Eastland became the Secretary, Treasurer and a Director of the Company.

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

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

On 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.

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

On March 6, 2019, the Company filed documents with FINRA to effect the reverse split described above. The Company is awaiting approval from FINRA prior to finalizing the reverse split and name change.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This 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:

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

· Economic, competitive, demographic, business and other conditions in our local and regional markets;

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

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

· Competition in our industry;

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

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

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

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

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

Use of Terms

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

The management's discussion and analysis 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").

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements for the six months ended February 28, 2013 and the notes thereto appearing elsewhere in this Report and the Company's audited financial statements for the fiscal year ended August 31, 2012, as filed with the SEC in its Annual Report on Form 10-K on May 20, 2019 , along with the accompanying notes.

Overview

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

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

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

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

On February 7, 2011, the Company entered into a Minerals Lease and Agreement (the "Gilman Agreement") with MinQuest, giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as the Gilman Gold Property (the "Gilman Property"), situated in Lander County, Nevada for a term of twenty (20) years (the "Term") with the right to renew. As consideration, the Company shall pay ten thousand ($10,000) (the "Base Rent") upon execution of the Gilman Agreement, and an annual payment of the Base Rent plus any applicable annual rent increases in accordance with all of the other terms and conditions of the Gilman Agreement, for the remainder of the Term.

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

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

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

Plan of 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 are presently in the exploration stage of our business and we can provide no assurance that commercially viable mineral deposits exist on our mineral claims or that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final evaluation as to the economic and legal feasibility to determine whether our mineral claims possess commercially exploitable mineral deposits. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our mineral claims.

We have 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 announced on November 22, 2010, 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 the results from the initial sampling and property examination on the Dolly Varden Property were completed. The geologists reported anomalous gold and copper throughout the property. Sixteen (16) samples were collected and assayed for a suite of elements. Nine (9) of the samples contained significant quantities of copper, silver and/or gold with some also having molybdenum, lead and zinc. Eight (8) of the sixteen (16) rock samples contained gold values that were anomalous to very anomalous (from 0.028 ppm to 1.51 ppm). Four (4) of the samples contained significant quantities of copper and one sample contained significant silver, lead, and zinc.

On 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.

When we 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.

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

RESULTS OF OPERATIONS

Working Capital

	Six Months ended February 28, 2013			Fiscal Year ended August 31, 2012
Current Assets	$	-		$	2,087
Current Liabilities	$	342,806		$	332,306
Working Capital (Deficit)	$	(342,806	)	$	(330,219	)

Cash Flows


	Six Months Ended			Six Months Ended
	February 28, 2013			February 29, 2012
Cash Flows (used in) Operating Activities	$	(2,087	)	$	(17,204	)
Cash Flows provided by Financing Activities	$	-		$	14,700
Net Increase (decrease) in Cash During Period	$	(2,087	)	$	(2,504	)

Operating Revenues

We have not generated any revenues since inception.

Operating Expenses and Net Loss

Three months ended February 28, 2013 as compared to three months ended February 29, 2012

Operating expenses for the three months ended February 28, 2013 totaled $165,497 as compared to $27,463 for the three months ended February 29, 2012. Professional fees decreased substantially period over period from $18,240 in 2012 to $Nil in 2013 as a result of the Company limiting operations. General and administrative expenses were substantially decreased from $9,223 in the three months ended February 29, 2012 to $497 in the comparable period in 2013 as we did not have the capital to carry out any work on our mineral assets. During the three months ended February 28, 2013, we issued stock-based compensation valued at $165,000 as compared to no issuance of stock based compensation for the three months ended February 29, 2012.

Six months ended February 28, 2013 as compared to six months ended February 29, 2012

Operating expenses for the six months ended February 28, 2013 totaled $165,949 as compared to $270,275 for the six months ended February 29, 2012. Professional fees decreased period over period from $20,240 in 2012 to $Nil in 2013 as a result of the Company limiting operations. During the six months ended February 29, 2012 we recorded impairment of mineral rights of $233,202 as compared to no impairment recorded in the comparable period for 2013. General and administrative expenses were substantially decreased from $16,833 in the six months ended February 29, 2012 to $949 in the comparable period in 2013 as we did not have the capital to carry out any work on our mineral assets. During the six months ended February 28, 2013, we issued stock-based compensation valued at $165,000 as compared to no issuance of stock based compensation for the six months ended February 29, 2012.

Net loss for the six months ended February 28, 2013 was $178,610 as compared to $279,480 for the six months ended February 29, 2012. Net loss at February 28, 2013 included interest expenses of $12,661 which increased from $9,205 for the comparable period ended February 29, 2012. The decrease in net loss is attributed to a lack of adequate working capital to carry out operations and the impairment of $233,202 in the six months ended February 29, 2012 with no comparable impairment in the six months ended February 29, 2013, offset by stock-based compensation of $165,000 in the current six months ended February 28, 2013, with no comparable expense in the prior six months ended February 29, 2012.

Liquidity and Capital Resources

As at February 28, 2013, the Company's cash balance was $Nil as compared to $2,087 as at August 30, 2012 and its total assets were $Nil compared with $2,087 as at August 31, 2012. The Company had impaired its mineral rights in the fiscal year ended August 30, 2012 thus decreasing its assets and could not raise funding for operations leaving it with no cash for operations.

As at February 28, 2013, the Company had total liabilities of $342,806 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 as the Company did not have sufficient cash flow to settle obligations.

As at February 28, 2013, the Company had a working capital deficit of $342,806 compared with a working capital deficit of $330,219 as at August 31, 2012. The increase in working capital deficit was entirely attributed to the lack of sufficient cash flow to pay obligations as they came due.

Cashflow from Operating Activities

During the six months ended February 28, 2013, the Company used cash of $2,087 cash for operating activities compared to the use of $17,204 of cash for operating activities during the six months ended February 29, 2012. The decrease in cashflows used for operating activities is attributed to the decline in overall operations and available funding in the current six-month period. During the six months ended February 28, 2013, the Company issued common stock valued at $165,000 for services rendered with no comparable expense during the six months ended February 29, 2012.

During the six months ended February 28, 2012 the Company recorded a noncash impairment of mineral rights in the amount of $233,202, with no similar transactions in the current six-month period.

During the six months ended February 29, 2013 the Company's accounts payables from operating activities were $10,500 as compared to the six-month period ended February 29, 2012 of $26,944. The decrease in accounts payable was due to the issuance of the common stock for services rendered and the Company scaling back operations due to a lack of sufficient capital.

Cashflow from Investing Activities

During the six months ended February 28, 2013 and February 29, 2012 the company did not incur any costs related to investing activities.

Cashflow from Financing Activities

During the six months ended February 28, 2013 the Company did not receive any funds from financing activities as compared to the period ended February 29, 2012 when the Company received loans of $14,700 for operations.

Other Income (Expenses)

During the six months ended February 28, 2013 the Company incurred interest expenses of $12,661 compared to interest expenses of $9,205 during the comparable period ended February 29, 2012 due to outstanding loans.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Going Concern

We have not attained 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.

Future Financings

We 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.

Critical Accounting Policies and Estimates

The 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.

Recent Accounting Pronouncements

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of February 28, 2013, 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.

Our 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.

In order to mitigate the foregoing material weakness, we have engaged an outside accounting consultant with significant experience 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.

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.

Going 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.

Changes in Internal Control over Financial Reporting

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.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

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

All stock issuances discussed in this section under the heading Unregistered Sales of Equity Securities and Use of Proceeds were exempt from the registration requirements of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of the same Act since the issuances of the shares were to persons well known to the Company and did not involve any public offerings.

There were 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a)

Exhibits

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

SIGNATURES

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

	WILLOW CREEK ENTERPRISES, INC.

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

Willow Creek Enterprises Inc. 10-Q