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 May 31, 2013

[ ] 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
(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 ]

. APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

~~Non-Accelerated~~PROCEEDINGS ~~Filer~~DURING THE PRECEDING FIVE YEARS:

Not applicable.

~~Smaller~~APPLICABLE ~~Reporting~~ONLY ~~Company~~ TO CORPORATE ISSUERS

X 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.)

~~Indicate~~WILLOW byCREEK ~~check~~ENTERPRISES, ~~mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~INC. ~~. Yes X . No~~

As of July 18, 2012, there were 269,837,040 shares of the Registrant’s $0.00025 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	22
ITEM 4.		CONTROLS AND PROCEDURES	18
Item 4.	Controls and Procedures	22
PART II		OTHER INFORMATION
	PART II – OTHER INFORMATION
ITEM 1. ITEM 1A.		LEGAL PROCEEDINGS RISK FACTORS	19 19
Item 1.	Legal Proceedings	23
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
Item 1A.	Risk Factors	23
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
ITEM 4.		MINE SAFETY DISCLOSURES	19
Item 3.	Defaults Upon Senior Securities	23
ITEM 5.		OTHER INFORMATION	19
Item 4.	Mine Safety Disclosures	23
ITEM 6.		EXHIBITS	20
Item 5.	Other Information	23
Item 6.	Exhibits	23
	SIGNATURES	24

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~~)

	May 31, 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		67,021			50,156
Accounts payable and accrued expenses, related party		27,000			27,000
Loan payable		255,150			255,150
Total Current Liabilities		349,171			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, 297,337 and 269,837 shares of common stock issued and outstanding as of May 31, 2013 and August 31, 2012, respectively		30			27
Additional paid in capital		2,448,571			2,282,039
Accumulated deficit		(2,797,772	)		(2,612,285	)
Total Stockholders' Deficit		(349,171	)		(330,219	)
Total Liabilities and Stockholders' Deficit	$	-		$	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~~(Unaudited) ~~to the Consolidated Financial Statements~~


	Three months Ended May 31, 2013			Three months Ended May 31, 2012			Nine months Ended May 31, 2013			Nine months Ended May 31, 2012
Revenues	$	-		$	-		$	-		$	-

Operating expenses:
Professional fees		-			11,370			-			31,610
Stock-based compensation		-			-			165,000			-
Mineral rights impairment		-			10,000			-			243,202
General and administrative		450			9,180			1,399			26,014
Total operating expenses		450			30,550			166,399			300,826

Other income (expenses)
Interest expenses		(6,427	)		(5,150	)		(19,088	)		(14,354	)
Total other income (expenses)		(6,427	)		(5,150	)		(19,088	)		(14,354	)

Net income (loss) for the period	$	(6,877	)	$	(35,700	)	$	(185,487	)	$	(315,180	)


Net loss per common share, basic and diluted	$	(0.02	)	$	(0.13	)	$	(0.65	)	$	(1.17	)

Weighted average number of common shares used in calculation		297,337			269,837			283,335			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)
		Nine months Ended May 31, 2013			Nine months Ended May 31, 2012
		May 31, 2012		August 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
ASSETS
Net loss		$	(185,487	)	$	(315,180	)
Current Assets:
Adjustments to reconcile net (loss) to net cash used in operating activities:
Cash and cash equivalents	$	30,734	$	2,504
Impairment expense on mineral property			-			243,202
Total Current Assets		30,734		2,504
Imputed interest			1,535			1,534
Mineral rights		-		233,202
Issuance of common stock for services rendered			165,000			-
TOTAL ASSETS	$	30,734	$	235,706
Changes in operating assets and liabilities:
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable & accrued liabilities			16,865			13,954
Current Liabilities:
Cash (used in) operating activities			(2,087	)		(56,490	)
Accounts payable & accrued liabilities	$	36,212	$	22,258
CASH FLOWS TO INVESTING ACTIVITIES
Loans payable		255,150		160,430
Mineral rights acquisition			-			(10,000	)
Total Current Liabilities		291,362		182,688
Cash (used in) investing activities			-			(10,000	)
Stockholders’ Equity (Deficit):
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-		-
Proceeds from loans payable			-			94,720
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
Cash provided by financing activities			-			94,720
Additional paid in capital		2,214,095		2,212,561
INCREASE (DECREASE) IN CASH			(2,087	)		28,230
Deficit accumulated during the exploration stage		(2,542,182)		(2,227,002)
CASH AT BEGINNING OF PERIOD			2,087			2,504
Total Stockholders' Equity (Deficit)		(260,628)		53,018
CASH AT END OF PERIOD		$	-		$	30,734
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	30,734	$	235,706
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 ~~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 May 31, 2013, the Company had no cash (August 31, 2012 - $2,087), a working capital deficit of $349,171 (August 31, 2012 - $330,219) and a stockholders' deficit of $349,171 (August 31, 2012- stockholder's deficit of $330,219) and accumulated net losses of $2,797,772 (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 and nine months ended May 31, 2013 are not necessarily indicative of the results that may be expected for the year ended August 31, 2013 and any other future periods.

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

6The 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.

~~WILLOW~~Significant ~~CREEK~~estimates ~~ENTERPRISES~~include, ~~INC~~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.

(ARegulatory ~~Exploration Stage Company)~~Matters

~~NOTES~~The TOCompany ~~THE~~and ~~CONSOLIDATED~~its ~~FINANCIAL~~mineral ~~STATEMENTS~~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.

~~(Unaudited)~~6

~~For~~WILLOW ~~the~~CREEK ~~period of January 16~~ENTERPRISES, ~~2007(inception)~~INC.

~~through~~NOTES ~~May~~TO ~~31,~~FINANCIAL ~~2012~~STATEMENTS

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

~~Willow~~Cash ~~Creek~~and ~~Enterprises,~~Cash ~~Inc. (Company) was incorporated in the State of Delaware on January 16, 2007. The Company was organized to explore mineral properties.~~Equivalents

~~NOTE~~For 2financial –accounting ~~GOING~~purposes, ~~CONCERN~~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 May 31, 2013, and August 31, 2012 there are no cash equivalents.

~~These~~Stock-Based 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 May 31, 2012, the Company had $30,734 in cash, working capital of deficit of $260,628 and accumulated net losses of $2,542,182 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.Compensation

~~Management's~~The ~~plans~~Company ~~for~~measures the ~~continuation~~cost of ~~the~~employee ~~Company~~services asreceived ain ~~going~~exchange ~~concern~~for ~~include~~an ~~financing~~award of equity instruments based on the ~~Company's~~grant ~~operations~~date ~~through~~fair ~~issuance~~value of ~~its~~the ~~common~~award. Restricted stock. Ifawards are measured based on the ~~Company~~fair ismarket ~~unable~~values toof ~~complete~~the ~~its~~underlying ~~financing~~stock ~~requirements~~on orthe ~~achieve~~dates ~~revenue~~of asgrant. ~~projected~~For service type awards, itshare-based ~~will~~compensation ~~then~~expense ~~modify~~is ~~its~~recognized ~~expenditures~~on ~~and~~a ~~plan~~straight-line ofbasis ~~operations~~over tothe ~~coincide~~period ~~with~~during which the ~~actual~~employee ~~financing~~is ~~completed~~required ~~and~~to ~~actual~~provide ~~operating~~service ~~revenues.~~in ~~There~~exchange ~~are~~for nothe ~~assurances,~~entire ~~however,~~award. ~~with~~For ~~respect~~awards tothat ~~the~~vest ~~future~~or ~~success~~begin ofvesting ~~these~~upon ~~plans. Unless~~achievement ~~otherwise~~of ~~indicated~~a performance condition, ~~amounts~~the ~~provided~~Company inestimates ~~these~~the ~~notes~~likelihood toof satisfaction of the ~~financial~~performance ~~statements~~condition ~~pertain~~and torecognizes ~~continuing~~compensation ~~operations.~~expense ~~The~~when ~~Company~~achievement of the performance condition is ~~not~~deemed ~~currently~~probable ~~earning~~using ~~any~~an ~~revenues~~accelerated attribution model.

~~Interim~~The ~~Reporting~~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.

~~While~~Fair ~~the~~Value ~~information presented in the accompanying interim three and nine months financial statements is unaudited, it includes all adjustments, which are, in the opinion~~ of ~~management,~~Financial necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the August 31, 2011 audited annual financial statements of Willow Creek Enterprises, Inc. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s audited August 31, 2011 annual financial statements.Instruments

~~Operating~~The ~~results~~Company ~~for~~follows the ~~three~~fair value measurement rules, which provides guidance on the use of fair value in accounting and ~~nine~~disclosure ~~months~~for ~~ended~~assets ~~May~~and ~~31,~~liabilities ~~2012~~when ~~are~~such ~~not~~accounting ~~necessarily~~and ~~indicative~~disclosure ofis ~~the~~called ~~results~~for ~~that~~by ~~can~~other beaccounting ~~expected~~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 ~~year~~inputs ~~ended~~to ~~August~~valuation 31techniques used to measure fair value into three levels: Level 1 (highest priority), ~~2012~~Level 2, and Level 3 (lowest priority).

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

~~These~~Level 2—Inputs ~~financial~~other ~~statements~~than ~~and~~quoted ~~related~~prices ~~notes~~included within Level 1 that are ~~presented~~observable infor ~~accordance~~the ~~with~~asset ~~accounting~~or ~~principles~~liability, ~~generally~~either ~~accepted~~directly inor ~~the~~indirectly. ~~United~~Level 2 ~~States~~inputs ~~and~~include ~~are~~quoted ~~expressed~~prices for similar assets and liabilities in ~~United~~active ~~States~~markets, ~~(US)~~quoted ~~dollars.~~prices ~~The~~for ~~Company~~identical ~~has~~or similar assets or liabilities in markets that are not ~~produced~~active, ~~any~~inputs ~~revenue~~other ~~from~~than ~~its~~quoted ~~principal~~prices ~~business~~that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and isinputs anthat ~~exploration~~are ~~stage~~derived ~~company~~principally asfrom ~~defined~~or corroborated by ~~FASB~~observable ~~ASC~~market ~~915~~data ~~“Accounting~~by ~~and~~correlation ~~Reporting~~or byother ~~Development~~means ~~Stage~~(market ~~Enterprises~~corroborated inputs).”

~~The~~Level 3—Inputs ~~accompanying~~are ~~unaudited~~unobservable ~~consolidated~~and ~~financial~~reflect ~~statements~~the ~~included~~Company's ~~herein~~assumptions ~~have~~as ~~been~~to ~~prepared~~what inmarket ~~accordance~~participants ~~with~~would ~~accounting~~use ~~principles generally accepted~~ in ~~the~~pricing ~~United States for interim financial information and with~~ the ~~instructions~~asset toor ~~Form~~liability. ~~10-Q~~The ~~and~~Company ~~Item~~develops ~~310(b)~~these ofinputs ~~Regulation~~based ~~S-X.~~on ~~They~~the dobest ~~not include all~~ information ~~and notes required by generally accepted accounting principles for complete financial statements~~available.

7Investments 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.

~~WILLOW~~The ~~CREEK~~estimated ~~ENTERPRISES~~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, ~~INC~~accounts payable, accrued liabilities, and mortgages payable approximate fair value given their short-term nature or effective interest rates, which constitutes level three inputs.

~~(A Exploration Stage Company)~~7

~~NOTES~~Willow TOCreek ~~THE~~Enterprises, ~~CONSOLIDATED FINANCIAL STATEMENTS~~Inc.

~~(Unaudited)~~NOTES TO FINANCIAL STATEMENTS

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

~~through~~NOTE ~~May~~3 ~~31,~~– ~~2012~~SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

~~However,~~Impaired ~~except~~Asset as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the report on Form 10-K of Willow Creek Enterprises, Inc. for the year ended August 31, 2011. In the opinion of management, all 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, 2012 are not necessarily indicative of the results that should be expected for any interim period or the entire year. For further information, these consolidated financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended August 31, 2011 included in the Company’s report on Form 10-KPolicy

~~Principles~~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 ~~Consolidation~~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.

~~The~~Mineral ~~consolidated~~Property financial statements include the accounts of the Company and its wholly owned subsidiary Willow Creek Development, Inc. a company incorporated under the Company Act of Alberta on August 28, 2007. All inter-company transactions have been eliminated.Costs

~~Use~~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 ~~Estimates~~the project. To date, the Company has established proven reserves on one of its mineral properties.

~~The~~Basic ~~preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates~~ and ~~assumptions~~Diluted ~~that~~Loss ~~affect~~Per the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Share

~~Regulatory~~The ~~Matters~~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.

~~The~~Income Company and its mineral property interests are subject to a variety of United States and State 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.Taxes

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

~~The~~Recent Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in FASB ASC 360, "Accounting for the Impairment or Disposal of Long-lived Assets". The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value. Pronouncements

~~Start-up~~There ~~Expenses~~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.

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. 8

8Willow Creek Enterprises, Inc.

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

(~~A Exploration Stage Company~~Unaudited)

~~NOTES~~NOTE TO4 ~~THE~~– ~~CONSOLIDATED~~MINERAL ~~FINANCIAL~~LEASES ~~STATEMENTS~~AND CLAIMS

~~(Unaudited)~~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.

~~For~~On October 9, 2010, the ~~period~~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 ~~January~~twenty 16(20) years (the "Term") with the right to renew. As consideration, ~~2007~~the Company shall pay ten thousand dollars (~~inception~~$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.

~~through~~On ~~May~~November 3117, ~~2012~~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.

~~Mineral~~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 ~~Costs~~(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.

~~Mineral~~On ~~property~~April ~~acquisition~~20, ~~exploration~~2011, the Company entered into an Amended Minerals Lease and ~~development~~Agreement ~~costs~~with ~~are~~MinQuest ~~expensed~~(the as"Amended ~~incurred~~Agreement") ~~until~~to ~~such~~amend ~~time~~certain asterms ~~economic~~and ~~reserves~~conditions ~~are~~of ~~quantified.~~the ~~From~~Original ~~that~~Agreement ~~time~~including, ~~forward~~but not limited to, the ~~Company~~following ~~will~~material ~~capitalize~~changes ~~all~~from ~~costs~~the Original Agreement to the ~~extent~~Amended ~~that~~Agreement: ~~future~~i) ~~cash~~the ~~flows~~Term is extended from ~~mineral~~seven ~~resources~~(7) ~~equal~~years orto ~~exceed~~twenty (20) years; ii) the ~~costs~~payment ~~deferred.~~schedule ~~The~~as ~~deferred~~set ~~costs~~forth ~~will~~in beparagraph ~~amortized~~3(a) ~~over~~is amended to include increases for inflation each year after the ~~recoverable~~Seventh ~~reserves~~Year ~~when~~Anniversary; aiii) ~~property~~the ~~reaches~~Area ~~commercial~~of ~~production.~~Interest ~~Costs~~as ~~related~~set forth in paragraph 5 is increased to ~~site~~include ~~restoration~~a ~~programs~~one ~~will~~mile beradius ~~accrued~~surrounding ~~over~~the current boundaries of the ~~life~~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 ~~project~~aggregate. ToOn ~~date~~April 20, 2011, the Company issued a press release announcing that it has ~~established proven~~acquired ~~reserves~~an onadditional ~~one~~two (2) mining claims as part of its ~~mineral~~Hercules ~~properties~~Property located in Lyon County, Nevada.

~~Foreign~~During ~~Currency~~the ~~Translation~~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.

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~~5 ~~considers~~– ~~all~~IMPAIRMENT ~~highly~~OF ~~liquid~~LONG-LIVED ~~investments 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.~~ASSETS

~~Stock~~The Company periodically reviews its long-~~Based~~lived ~~Compensation~~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.

The ~~Company~~amount ~~accounts for stock options issued to employees in accordance with the provisions~~ of ~~FASB~~impairment ~~ASC~~listed ~~718,~~below ~~“Stock Compensation”. As such, compensation cost~~ is ~~measured~~due onto ~~the~~acquisition ~~date~~costs ofand ~~grant~~exploration ascosts ~~the~~associated ~~excess~~with ~~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's ~~adopted~~mineral ~~the~~properties ~~disclosure~~prior ~~provisions of FASB ASC 718, “Accounting for Stock-Based Compensation,” and FASB ASC 718, which allows entities~~ to ~~provide~~discovery ~~pro~~of ~~forma~~an ~~net~~indicated ~~income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-valued based method has been applied~~resource.

The Company accounts for stock options or warrants issued to non-employees for goods or services in accordance with the fair value method of FASB ASC 718. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using an options pricing model.

	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		-		-

9In 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.

~~WILLOW~~NOTE ~~CREEK~~6 ~~ENTERPRISES,~~– ~~INC.~~COMMON STOCK AND PREFERRED STOCK

(AThe ~~Exploration~~Company ~~Stage~~effected ~~Company~~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.

~~NOTES~~Concurrently TOthe ~~THE~~Company ~~CONSOLIDATED~~increased ~~FINANCIAL~~the ~~STATEMENTS~~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.

~~(Unaudited)~~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.

~~For~~As ~~the~~at ~~period~~May 31, 2013 and August 31, 2012 there were 297,337 and 269,837 shares of ~~January~~common 16stock issued and outstanding, ~~2007(inception)~~respectively. As at May 31, 2013 and August 31, 2012 there were Nil shares of Series A Preferred Stock issued and outstanding.

~~through~~NOTE ~~May~~7 ~~31,~~- ~~2012~~LOANS PAYABLE

~~Basic~~Lender ~~and Diluted Loss Per Share~~#1

~~The~~As ~~Company~~of ~~computed~~August ~~basic~~31, ~~and~~2011, ~~diluted~~the ~~loss~~Company ~~per~~had ~~share~~received ~~amounts~~a ~~for~~loan ~~May~~in 31the amount of $20,460 ~~2012~~from ~~pursuant~~an tounrelated ~~the~~third ~~FASB~~party. The ~~ASC~~funds ~~260~~are non-interest bearing, ~~“Earnings~~unsecured, ~~per~~and ~~Share~~do not have any specific repayment terms.~~” There~~ ~~are~~The noCompany ~~potentially~~imputed ~~dilutive~~interest ~~shares~~expense ~~outstanding;~~of ~~accordingly~~$1,535 ~~dilutive~~ and ~~basic~~$1,534 ~~per~~for ~~share~~the ~~amounts~~nine ~~are~~months ~~the~~ended ~~same~~May 31, 2013 and 2012, respectively.

~~Fair Value of Financial Instruments~~10

~~FASB~~Willow ~~ASC~~Creek ~~820~~Enterprises, “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 valueInc. 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.

~~Comprehensive~~NOTES ~~Loss~~TO FINANCIAL STATEMENTS

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

~~Income~~NOTE ~~Taxes~~7 - LOANS PAYABLE (CONTINUED)

~~Income~~Lender taxes are recognized in accordance with FASB ASC 740 "Accounting for Income Taxes", whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. #2

~~Recent~~As ~~Accounting~~of ~~Pronouncements~~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.

InOn September 29, 2011, the ~~Financial~~Company ~~Accounting Standards Board (FASB)~~ issued ~~Accounting~~an ~~Standards~~unsecured ~~Update~~ten percent (~~ASU~~10%) ~~No.~~Promissory ~~2011-08,~~Note ~~Intangibles – Goodwill and Other~~ (~~Topic~~the ~~350~~"Note"): ~~Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended~~ to ~~reduce~~Duke ~~complexity~~Holdings ~~and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit~~Ltd. ~~The~~("Duke") ~~amendments also improve previous guidance by expanding upon the examples of events 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 afour ~~reporting~~thousand ~~unit~~seven ishundred ~~less~~US ~~than~~dollars ~~its carrying amount. Also~~($4,700), ~~the~~to ~~amendments~~evidence ~~improve~~funds ~~the~~loaned ~~examples~~by ofDuke ~~events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether~~ to ~~measure~~the anCompany ~~impairment~~on ~~loss,~~September ~~if any~~29, ~~under the second step of the goodwill impairment test~~2011. The ~~amendments~~Note inearns ~~this~~simple ~~ASU~~interest ~~are~~accruing ~~effective~~at ~~for~~ten ~~annual~~percent ~~and~~(10%) ~~interim~~per ~~goodwill~~annum ~~impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual~~ and interim 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~~due ~~expected~~upon todemand ~~have~~ten a(10) ~~material~~days ~~impact~~written onnotice ~~the~~by ~~Company’s financial position or results of operations~~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.

~~WILLOW~~On ~~CREEK~~March ~~ENTERPRISES~~22, ~~INC~~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.

(ADuring ~~Exploration~~the ~~Stage~~nine months ended May 31, 2013 and 2012, the Company) recorded interest expense of $17,553 and $15,145, respectively.

~~NOTES~~NOTE TO8- ~~THE~~RELATED ~~CONSOLIDATED~~PARTIES ~~FINANCIAL STATEMENTS~~TRANSACTIONS

~~(Unaudited)~~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 May 31, 2013 and August 31, 2012. The $27,000 is reflected on the balance sheet as accounts payable related party.

~~For~~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 ~~period~~Board of ~~January~~Directors 16of the Company authorized the issuance of 27,500 ~~2007(inception)~~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.

~~through~~NOTE ~~May~~9 ~~31,~~– ~~2012~~IMPAIRMENT OF FUNDS HELD IN TRUST

InOn ~~June~~August ~~2011~~31, 2012 the ~~FASB~~Company's ~~issued~~management ~~ASU~~determined ~~2011-05,~~to ~~“Comprehensive~~impair ~~Income~~a ~~(Topic~~total ~~220): Presentation~~ of ~~Comprehensive Income”~~$17,253 ~~which~~in iscash ~~effective~~held ~~for~~in ~~annual~~trust ~~reporting~~with ~~periods~~legal ~~beginning after December 15, 2011~~counsel. ~~ASU~~The ~~2011-05 will become effective for the~~ Company onwas ~~December~~unable 1,to ~~2012.~~confirm ~~This~~such ~~guidance~~funds ~~eliminates~~remained ~~the~~in ~~option~~trust tofor ~~present~~ the ~~components~~benefit of ~~other~~the ~~comprehensive~~Company ~~income~~ as ~~part~~at of the ~~statement~~end of ~~changes~~fiscal ~~in stockholders’ equity~~2012. The Intrust ~~addition,~~balance ~~items~~which ofmanagement ~~other~~was ~~comprehensive~~able ~~income that are reclassified~~ to ~~profit~~independently orverify ~~loss~~at ~~are required to be presented separately on~~ the ~~face~~August of31, ~~the~~2012 ~~financial~~was ~~statements~~$2,087. There ~~This~~were ~~guidance~~no isfunds ~~intended~~remaining ~~to increase the prominence of other comprehensive income~~ in ~~financial~~trust ~~statements~~as byat ~~requiring~~May ~~that~~31, ~~such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income~~2013. ~~The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.~~

In May 2011, the FASB issued ASU 2011-04, “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.11

InWillow ~~May~~Creek ~~2011~~Enterprises, ~~the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”~~Inc. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance will have a material impact on its financial statements.

InNOTES ~~December~~TO ~~2010,~~FINANCIAL 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.STATEMENTS

~~In December 2010, the FASB issued ASU 2010-28, “Intangible –Goodwill and Other~~ (~~Topic 350~~Unaudited): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” 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.

11NOTE 10 – COMMITMENTS AND CONTINGENCIES

~~WILLOW~~On ~~CREEK~~October ~~ENTERPRISES~~9, ~~INC~~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 (A7) ~~Exploration~~years ~~Stage~~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.

~~NOTES~~On TOFebruary ~~THE~~7, ~~CONSOLIDATED~~2011, ~~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 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.

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

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

~~through~~NOTE ~~May~~11 ~~31,~~– ~~2012~~SUBSEQUENT EVENTS

AOn ~~variety~~May of14, ~~proposed~~2014, orthe ~~otherwise~~Company ~~potential~~entered ~~accounting~~into ~~standards~~promissory ~~are~~notes ~~currently~~with ~~under~~3 ~~study~~separate ~~by standard~~third-~~setting~~party ~~organizations~~investors ~~and~~in ~~various~~the ~~regulatory~~total ~~agencies~~amount of $400,000. On ~~Because~~August of21, 2014, the ~~tentative~~Company and ~~preliminary~~the ~~nature~~Note holders determined to settle the debts in exchange for the issuance of ~~these~~Series ~~proposed~~A ~~standards~~Preferred Stock, ~~management~~which ~~has~~carry ~~not~~super ~~determined~~voting ~~whether~~rights ~~implementation~~of 200:1 and is convertible into shares of ~~such~~common ~~proposed~~stock ~~standards~~at ~~would~~a beratio ~~material~~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 ~~Company’s~~above ~~financial~~notes ~~statements~~in the amount of $400,000.

~~NOTE 3 – MINERAL LEASES AND CLAIMS~~12

OnWillow ~~August~~Creek 28Enterprises, ~~2007, the Company acquired a 100% interest in numerous claims known as the Lori Mamquam Property and is located in the Vancouver Mining Division, British Columbia~~Inc. ~~The claims were purchased for $6,000 cash and have been included in general and administrative expenses. As of May 31, 2011 the company has not renewed these claims and has abandoned the property.~~

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

~~On November 17, 2010, the Company entered into a Minerals Lease and Agreement~~ (~~the “Agreement"~~Unaudited) 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.

OnNOTE ~~February~~11 7,– ~~2011,~~SUBSEQUENT ~~the~~EVENTS ~~Company entered into that certain Minerals Lease and Agreement~~ (~~the “Agreement"~~CONTINUED) 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.

On ~~April~~May 2023, ~~2011,~~2014 the Company entered into ana ~~Amended~~Sale ~~Minerals~~and ~~Lease~~Purchase agreement with Pryme Oil and ~~Agreement~~Gas ~~with~~LLC, ~~MinQuest~~a Texas corporation, (the ~~“Amended Agreement”~~"Seller") towhere ~~amend~~under ~~certain~~the ~~terms~~Company, ~~and~~as ~~conditions~~"Purchaser", will acquire 100% of the ~~Original~~Seller's ~~Agreement~~working ~~including,~~interests ~~but~~and ~~not~~net ~~limited~~revenue ~~to,~~interests in the ~~following~~oil ~~material~~and ~~changes~~gas ~~from~~leases and areas of mutual interest held by Seller in the ~~Original~~AVOYELLES ~~Agreement~~& toST. LANDRY PARISHES, LOUISIANA, known as the ~~Amended~~Tuner ~~Agreement:~~Bayou iAcreage (the "Acreage"). In addition, the ~~Term~~Purchaser isshall ~~extended~~acquire ~~from~~the ~~seven~~Seller's ~~(7)~~working ~~years~~interest toin ~~twenty~~the ~~(20)~~personal ~~years;~~property, ~~ii)~~equipment and fixtures on the ~~payment~~Acreage, ~~schedule~~as well as ~~set~~any ~~forth~~available seismic, geologic, geophysical, geochemical, engineering, financial, prior drilling and production histories, legal and cultural information, reports, studies and data accumulated by Seller in ~~paragraph~~the ~~3(a)~~acquisition isand ~~amended~~development toof ~~include~~the ~~increases~~Acreage. In consideration for ~~inflation~~the ~~each~~acquisition, ~~year~~the ~~after~~Purchaser shall assume certain debts of the ~~Seventh~~Seller, ~~Year~~not ~~Anniversary;~~to ~~iii)~~exceed $1,400,000, shall pay the ~~Area~~Seller's proportionate share of ~~Interest~~the asinstallation ~~set~~of ~~forth~~an inartificial ~~paragraph~~lift 5system ison ~~increased~~the Rosewood Plantation 21-H well (the "Workover") not to ~~include~~exceed a$260,000 ~~one~~within ~~mile~~30 ~~radius~~days ~~surrounding~~of the ~~current~~execution ~~boundaries~~of the agreement, and shall agree to drill at least one Chalk well within 4 months of the ~~Hercules~~aforementioned ~~Property;~~workovers. As ~~and~~at ~~iv)~~May 31, 2014 the ~~list~~Company ofhas ~~Hercules~~remitted ~~Property~~an ~~mining~~initial ~~claims~~deposit asof ~~set~~$60,000 ~~forth~~towards inthe ~~Schedule~~required AWorkover isfees, ~~amended~~and subsequent to ~~include~~May 8831, ~~claims~~2014, inhas remitted the ~~aggregate~~remaining $200,000 payment as required. As Onat ~~April~~the 20date of this report the transaction has not yet closed. Under the terms of the agreement, ~~2011~~should the transaction fail to close for any reason, the $260,000 advance by the Company ~~issued~~shall be converted into an unrestricted block of stock in Prime Energy Limited in equivalent value to the cash proceeds advanced, determined using a ~~press~~VWAP ~~release~~share ~~announcing~~price. As ~~that~~at itthe 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 anby ~~additional~~Indago ~~two~~Energy Ltd.(2"Indago"). ~~mining~~Under ~~claims~~the terms of the proceeding, Indago Willow Creek Enterprises, Inc. acquired none of the existing liabilities of Pryme as ~~part~~at the date of ~~its~~the ~~Hercules~~asset ~~Property~~transfer. ~~located~~As ina ~~Lyon~~result, ~~County~~effective August 31, ~~Nevada~~2017, the Company has written down the full amount remitted as deposits to Pryme pending further negotiation with Indago.

~~During~~On May 30, 2014, the ~~period~~Company ~~ended~~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 3130, ~~2012~~2014, aand ~~total~~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 $~~243~~0.001 per share. As at the date of issue,~~202~~ the Fields Note was ~~impaired~~considered ~~due~~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 ~~lack~~market price was valued on the date of ~~ongoing~~grant ~~exploration~~to ~~work~~be ~~and~~$27,000, ~~financing~~or inthe ~~determining~~face value of the note. This value was recorded as a ~~proven~~discount ~~reserve~~on debt and offset to additional paid in capital. Amortization of the discount for the fiscal year ended August 31, 2014 was $27,000.

~~NOTE~~On 4May –30, ~~IMPAIRMENT~~2014, OFMr. ~~LONG~~Terry ~~LIVED~~Fields ~~ASSETS~~("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.

~~The~~On ~~Company~~June ~~periodically~~1, ~~reviews~~2014, ~~its~~the ~~long-lived~~Company ~~assets~~provided ~~when~~$83,450 ~~applicable~~ to ~~determine~~a ifthird ~~any~~party ~~events~~as ora ~~changes~~loan infor ~~circumstances~~working ~~have~~capital ~~transpired~~in ~~which indicate that~~ the ~~carrying~~form ~~value~~ of ~~its~~a ~~assets~~two-year ~~may not be recoverable~~note, ~~pursuant~~bearing tointerest ~~guidance~~at ~~established~~a inrate ~~ASC~~of ~~“Property,~~6% ~~Plant,~~per ~~and Equipment"~~annum. The ~~Company~~loan ~~determines~~is ~~impairment~~unsecured byand ~~comparing~~remains ~~the discounted future cash flows estimated to be generated by its assets to their respective carrying amounts~~outstanding. As Ifat ~~impairment~~August ~~is deemed to exist~~31, 2017 the ~~assets~~Company ~~will~~wrote ~~be written~~ down tothe ~~fair~~receivable ~~value.~~as uncollectible.

12On 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.~~13

(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~~On ~~May~~July 31, ~~2012~~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.

~~NOTE~~The 5Company –effected ~~STOCKHOLDERS’~~a ~~EQUITY~~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.

~~Between~~On ~~January~~October 168, ~~2007~~2014, ~~and~~the ~~August~~Company ~~31,~~entered ~~2007~~into a Share Exchange Agreement with Texas Shale Oil Inc. ("TSO"). Under the ~~company~~Share ~~received~~Exchange ~~one~~Agreement, ~~subscription~~the ~~from~~Company acquired 100% of TSO in exchange for the ~~company’s~~issuance ~~sole~~of ~~officer~~349,000,000 ~~and~~post ~~director~~reverse ~~totaling~~split ~~cash~~shares ~~proceeds~~of the common stock of SHLE, par value $50.0001. On October 31,~~000~~ 2014, the Company issued 335,247,500 shares in respect to Share Exchange Agreement with Texas Shale Oil, Inc. ("TSO") and reserved the ~~issuance~~remaining 13,752,500 unissued shares as stock payable of ~~105~~which 11,~~000~~247,500 shares were reserved for issuance in a future period and 2,505,000 ~~common~~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.

~~Between~~On ~~January~~October 1631, ~~2007~~2014 ~~and~~the ~~August~~Company 31changed its name to Shale Oil International, ~~2007~~Inc. and commenced trading under the ~~company~~symbol SHLE on ~~received~~the ~~subscriptions~~OTC ~~from~~Markets. 45Mr. ~~non-affiliate~~Eastland ~~shareholders,~~resigned ~~totaling~~his ~~cash~~position ~~proceeds~~as ofPresident ~~$86~~and CEO,~~000~~ and concurrently Mr. Ronald Cormick became the ~~issuance~~President and CEO of ~~60,199,986~~the ~~common~~Company. Mr. ~~shares~~Ronald Cormick is also the sole officer and director of TSO.

On ~~February~~June 235, ~~2010~~2015, the controlling shareholders of the Company ~~completed~~entered ainto ~~21-1~~an ~~forward~~Assignment ~~split~~and ofAssumption Agreement (the ~~company’s~~"Assumption ~~issued~~Agreement"), ~~and~~with ~~outstanding~~Eagle ~~common~~Mountain ~~shares,~~Corporation ~~bringing~~(OTCQB: EMTC) pursuant to which the ~~total~~shareholders assigned their controlling interest in the Company to Eagle Mountain Corporation. Concurrently the Company became an 85.39% controlled subsidiary of ~~issued~~Eagle Mountain Corporation. Eagle Mountain Corporation and the Company have a director in common, ~~shares~~Mr. toLarry ~~165~~Eastland. Mr. Ronald Cormick,~~199,986~~ ~~from~~a 7Director and officer of the Company and our wholly owned subsidiary,~~866~~ TSO,~~666~~ is also the Chief Executive officer of Eagle Mountain Corporation.

On August 10, ~~2010~~2016 the Company issued ~~2,000,000~~a ~~shares~~total of ~~restricted~~180,000 ~~common~~shares ~~stock~~ to ~~the~~Terry ~~Company’s~~Fields ~~new~~in ~~incoming President. There was no cash~~ consideration ~~paid~~ for ~~these~~legal ~~shares~~fees ~~and~~in ~~they have been valued at $0.70,~~ the ~~trading~~amount ~~value~~of ~~on the day the agreement was entered into. The shares were valued at~~ $1,~~400,000~~800.

OnDuring ~~October~~fiscal 222017, ~~2010~~Eagle Mountain Corporation and the Company ~~retired~~entered into an agreement whereby a total of ~~100~~324,000,000 ~~common restricted~~ shares ~~owned~~held by Eagle Mountain Corporation were returned to the Company’s ~~former~~for ~~president~~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.

AsOn ofAugust ~~May~~9, 312017, ~~2011~~ the Company's ~~received~~subsidiary TSO entered into an option agreement with a ~~total~~Cyprus company whereby an agent acting on behalf of ~~$151~~the Company incorporated Texas Shale Oil International Corp. ("TSOIC"). TSOIC was incorporated on August 10,~~224~~ as2017 ~~subscription~~and ~~proceeds~~the ~~for~~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 ~~placement~~equity ~~that~~firm have failed to materialize in subsequent periods. Mr. Eastland resigned his directorship March 5, 2018 and concurrently, 100% ownership of TSOIC was ~~subsequently~~transferred ~~completed~~to TSO, and the partnership was terminated. Thereafter, on ~~December~~June 1613, ~~2010~~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.

OnTSO ~~December~~continues ~~16, 2010 the company completed a private placement for $250,000. The Private Placement consists of up~~ to 40focus ~~Units~~its ~~(“each~~expertise ~~unit”) offered at $12,500 per unit, with each Unit being comprised of 100,000 shares of the company’s common stock~~ and ~~common~~efforts ~~stock~~on ~~purchase~~its ~~warrant(for~~works-in-progress ~~“2010~~projects ~~warrant”)~~in ~~for~~ the ~~purchase of 12~~USA,~~500~~ ~~shares~~Australia ofand ~~the company’s common stock at $0~~elsewhere.~~1875 per share.~~

On January 11, 2011, Willow Creek Enterprises, Inc., a Delaware corporation, (the “Company”) accepted, per the terms of the Stock Purchase Agreement, $250,000 from Duke Holdings Ltd. in exchange for: i) 431,036 shares of the Company’s 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, par value $0.00025.14

OnWillow ~~January~~Creek 14Enterprises, ~~2011 the Company completed a 4-1 forward split of the company’s issued and outstanding common shares, bringing the total of issued common shares to 269,837,040 from 67,459,260~~Inc.

~~All~~NOTES ~~share~~TO ~~amounts~~FINANCIAL ~~have been adjusted to reflect any forward splits.~~STATEMENTS

13(Unaudited)

~~WILLOW~~NOTE ~~CREEK~~11 ~~ENTERPRISES,~~– ~~INC.~~SUBSEQUENT EVENTS (CONTINUED)

(ADuring ~~Exploration~~the ~~Stage~~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.

~~NOTES~~On TOSeptember ~~THE~~6, ~~CONSOLIDATED~~2018, ~~FINANCIAL~~Mr. ~~STATEMENTS~~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. (~~Unaudited~~"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.

~~For~~On December 13, 2018, the ~~period~~Company redomiciled to the State of ~~January~~Nevada ~~16,~~from ~~2007(inception)~~the State of Delaware. The Company is now a Nevada corporation.

~~through~~On ~~May~~January 3110, ~~2012~~2019, Mr. Larry Eastland resigned as the President of the Company.

~~NOTE~~On 6January -15, ~~LOANS~~2019, ~~PAYABLE~~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.

AsOn January 17, 2019 the Company, Mr. Ronald Cormick, President and Director of ~~May~~both 31the Company and its controlled subsidiary, ~~2011~~Texas Shale Oil International Inc. ("TSO"), and TSO agreed to enter into a Purchase and Sale Agreement (the "PSA") whereunder the Company ~~owed~~divested ~~loans~~its 100% interest in TSO to Mr. Ronald Cormick. Under the ~~amount~~terms of ~~$20~~the PSA,~~460~~ Mr. Cormick acquires TSO, its liabilities and assets in exchange for settlement of certain amounts payable by the Company to anMr. ~~unrelated~~Cormick ~~third~~in ~~party~~the amount of $100,000. Further ~~The~~under ~~funds~~the ~~are~~terms ~~non~~of ~~interest~~the ~~bearing~~PSA ~~and~~the ~~unsecured~~Company assumed certain liabilities from TSO and doagreed ~~not~~to ~~have~~write ~~any~~down ~~specific~~certain ~~repayment~~intercorporate ~~terms~~receivables as part of the transaction. ~~Imputed~~The ~~interest~~Effective isDate ~~not~~of ~~considered~~the agreement was agreed to be ~~material~~October 31, 2018 for accounting purposes.

On ~~September~~January 2923, ~~2011~~2019, the ~~Company~~Board ~~issued~~of anDirectors ~~unsecured~~of ~~ten~~the ~~percent~~Company ~~(10%)~~and ~~Promissory~~a ~~Note~~majority (of the ~~“Note”)~~Company's shareholders resolved to ~~Duke~~effect ~~Holdings~~a ~~Ltd.~~reverse ~~(“Duke”)~~stock insplit of the ~~amount~~common and Series A preferred shares of ~~four~~stock ~~thousand~~on ~~seven~~the ~~hundred~~basis USof ~~dollars~~1 ~~($4~~share for each 50 shares issued,~~700),~~ rounding to ~~evidence~~a ~~funds~~minimum ~~loaned~~of by100 ~~Duke~~common shares per shareholder, a name change to Pacific Conquest Holdings Inc., and an increase in the ~~Company~~number onof ~~September~~authorized ~~29,~~shares ~~2011. The~~of ~~Note~~the ~~earns~~common ~~simple~~stock ~~interest~~of ~~accruing~~the atCompany ~~ten~~to ~~percent~~1,000,000,000 ~~(10%)~~shares ~~per~~of ~~annum~~common ~~and~~stock, ispar ~~due~~value ~~upon~~$0.0001 ~~demand~~and ~~ten~~50,000,000 ~~(10)~~shares ~~days~~of Preferred ~~written~~stock, ~~notice~~par byvalue ~~Duke~~$0.0001.

On ~~December~~February 2718, ~~2011~~2019, the Company ~~issued~~entered aninto ~~unsecured~~a ~~ten~~Share ~~percent~~Exchange ~~(10%)~~Agreement ~~Promissory~~with ~~Note~~Conquest ~~(the~~Resources ~~“Note”) to Duke Holdings~~ Ltd. (~~“Duke”~~"Conquest"), ina company formed under the ~~amount~~laws of ~~ten~~Hong ~~thousand~~Kong USand ~~dollars~~its ~~($10~~shareholders,~~000),~~ towhereby ~~evidence~~the ~~funds~~Company ~~lent~~would byacquire ~~Duke~~100% toof the ~~Company~~shares onof ~~December~~stock 9of Conquest, ~~2011. The~~its ~~Note~~business ~~earns~~and ~~simple~~assets ~~interest~~in ~~accruing~~exchange atfor ~~ten~~42,100,000 ~~percent~~post-split shares (~~10%)~~32,500,000 ~~per~~going ~~annum~~to Conquest Shareholders and isthe ~~due~~remaining ~~upon~~shares ~~demand~~going ~~with~~to ~~ten~~certain ~~(10~~individuals who facilitated the transaction) ~~days~~of ~~written~~the ~~notice~~Company's bycommon ~~Duke~~stock.

On March 224, ~~2012~~2019, the Company ~~issued~~filed anthe ~~unsecured~~name ~~ten~~change ~~percent~~with ~~(10%) Promissory Note (~~the ~~“Note”)~~State toof ~~Duke~~Nevada, ~~Holdings~~changing ~~Ltd.(“Duke”) in~~ the ~~amount~~name of ~~eighty~~the ~~thousand~~Company ~~US dollars ($80,000),~~ to ~~evidence~~Pacific ~~funds~~Conquest ~~lent~~Holdings, byInc. ~~Duke~~and toincreasing the ~~Company~~number onof ~~March~~authorized ~~15,~~shares ~~2012.~~of ~~The~~the ~~Note~~common ~~earns~~stock ~~simple~~of ~~interest~~the ~~accruing~~Company atto ~~ten~~1,000,000,000 ~~percent~~shares ~~(10%)~~of ~~per~~common ~~annum~~stock, ~~and~~par isvalue ~~due~~$0.0001 ~~upon~~and ~~demand~~50,000,000 ~~with~~shares ~~ten~~of ~~(10)~~Preferred ~~days~~stock, ~~written~~par ~~notice~~value ~~by Duke~~$0.0001.

~~NOTE~~On 7March -6, ~~SUBSEQUENT~~2019, ~~EVENTS~~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.

~~As of date of this report there were no material subsequent events.~~15

14ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM~~FORWARD-LOOKING 2.STATEMENTS

~~MANAGEMENT'S~~This ~~DISCUSSION~~Quarterly ~~AND~~Report ~~ANALYSIS~~on OFForm ~~FINANCIAL~~10-Q ~~CONDITION~~contains ~~AND~~forward-looking ~~RESULTS~~statements OFwithin ~~OPERATIONS~~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:

~~FORWARD-LOOKING~~· The ~~STATEMENTS~~availability and adequacy of our cash flow to meet our requirements;

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

~~RESULTS~~· Changes OFor ~~OPERATIONS~~developments in laws, regulations or taxes in our industry;

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

	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)

· Competition in our industry;

· The ~~decrease~~loss ~~in our working capital at May 31, 2012 from the period ended August 31, 2011 is reflective~~ of ~~the~~or ~~current~~failure ~~state of our business development, primarily due~~ to ~~our~~obtain ~~inability~~any tolicense ~~secure~~or ~~funding,~~permit ~~which~~necessary ~~allowed~~or ~~for~~desirable ~~the decrease~~ in ~~our exploration activities and professional fees paid in connection with expenses associated with our continuing reporting obligations under~~ the ~~Securities~~operation ~~and Exchange Act~~ of ~~1934.~~our business;

As· Changes ofin ~~May~~our ~~31,~~business ~~2012~~strategy, wecapital ~~had~~improvements ~~cash~~or ondevelopment 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. plans;

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

	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

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

~~Operating~~This ~~Revenues~~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.

WeUse ~~have~~of ~~not generated any revenues since inception.~~Terms

~~Operating~~Except ~~Expenses~~as otherwise indicated by the context, references in this report to "Company", "WLOC", "we", "us" and ~~Net~~"our" ~~Loss~~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.

~~Operating~~The ~~expenses~~management's ~~for~~discussion ~~the~~and ~~three~~analysis ~~month~~of ~~period~~our ~~ended~~financial ~~May~~condition ~~31,~~and ~~2012~~results ~~was~~of ~~$30,550~~operations ~~compared~~are ~~with~~based ~~$46,270~~upon ~~for~~our ~~the~~condensed ~~same~~financial ~~period ended May 31~~statements, ~~2011.~~which ~~The~~have ~~decrease~~been prepared in ~~operating~~accordance ~~expenditures~~with ~~was~~accounting ~~attributed~~principles togenerally ~~lower~~accepted ~~amounts~~in ofthe ~~professional~~United ~~fees~~States ~~relating~~of toAmerica ~~the Company’s filings~~("U.S. GAAP").

~~Net~~The ~~loss~~following ~~for~~discussion ~~the~~of ~~three~~our ~~month~~financial ~~period~~condition ~~ended~~and ~~May~~results ~~31,~~of ~~2012~~operations ~~was~~should ~~$35,700~~be ~~compared~~read in conjunction with ~~$46,270~~our unaudited condensed financial statements for the three ~~month~~and ~~period~~nine months ended May 31, ~~2011.~~2013 ~~The~~and ~~overall~~the ~~decrease~~notes thereto appearing elsewhere in ~~net~~this ~~loss~~Report ofand ~~$10,570~~the ~~was~~Company's ~~attributed~~audited tofinancial ~~was~~statements ~~attributed~~for tothe ~~lower~~fiscal ~~professional~~year ~~services~~ended ~~incurred~~August 31, 2012, as filed with the ~~Company’s~~ SEC ~~filings~~in ~~including~~its ~~accounting~~Annual Report on Form 10-K on May 20, ~~audit~~2019 , ~~and~~along ~~legal~~with ~~services~~the accompanying notes.

Net 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.16

15Overview

~~Liquidity~~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 ~~Capital~~exploration ~~Resources~~of mineral properties.

AsOn atAugust ~~May 31~~28, ~~2012~~2007, ~~the~~we ~~Company’s~~acquired ~~cash~~a ~~balance~~100% ~~was~~undivided ~~$30,734 compared~~interest toin ~~$2,504~~a mineral claim known as atthe ~~August~~Lori/Mamquam ~~31,~~Property ~~2011~~(the ~~and~~"Lori/Mamquam ~~its~~Property") ~~total~~from ~~assets~~Andrew ~~were~~Sostad ~~$30,734~~pursuant ~~compared~~to ~~with~~a ~~$235,706~~purchase asagreement atfor ~~August~~cash ~~31,~~consideration ~~2011~~of $6,000. The ~~decrease~~Lori/Mamquam inProperty ~~total~~claim ~~assets~~ is ~~attributed~~situated toin ~~mineral~~the ~~properties~~Vancouver ~~that~~Mining ~~have~~District, ~~been~~British ~~impaired.~~Columbia, Canada.

AsOn atOctober ~~May 31~~9, ~~2012~~2010, the Company ~~had~~entered ~~total~~into ~~liabilities~~a ofMinerals ~~$291,362~~Lease ~~compared~~and Agreement (the "Dolly Varden Agreement") with ~~total~~MinQuest, ~~liabilities~~Inc., ofa ~~$182~~Nevada S Corporation ("MinQuest"). Pursuant to the Dolly Varden Agreement,~~688~~ the Company has the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as atDolly ~~August~~Varden ~~31,~~South ~~2011.~~(the ~~The~~"Dolly ~~increase~~Varden Property"), situated in ~~total~~Elko ~~liabilities~~County, ~~was~~Nevada ~~attributed~~for a term of twenty (20) years (the "Term"), with the right to ~~increases~~renew. inAs ~~accounts~~consideration, ~~payable~~the ~~and~~Company ~~accrued~~paid ~~liabilities~~ten thousand dollars ($10,000) upon execution of the Dolly Varden Agreement, and shall pay ten thousand dollars ($~~108~~10,~~674~~000) asannually for the remainder of the Term, and any extensions. Additionally, pursuant to the Dolly Varden Agreement, the Company ~~did~~shall ~~not~~be ~~have~~granted ~~sufficient~~the ~~cash~~subsequent ~~flow~~right to ~~settle~~participate ~~obligations.~~in the development of minerals from the Dolly Varden Property subject to the terms and conditions of the Dolly Varden Agreement.

AsOn atNovember ~~May 31~~17, ~~2012~~2010, the Company ~~had~~entered into a ~~working~~Minerals ~~capital~~Lease ~~deficit~~and ofAgreement ~~$260,628~~(the ~~compared~~"Hercules Agreement") with aMinQuest,whereby ~~working~~the ~~capital~~Company ~~deficit~~acquired the right to conduct mineral exploration activities for a term of ~~$180,184~~seven as(7) atyears ~~August~~(the ~~31,~~"Term") ~~2011.~~on ~~The~~various ~~increase~~unpatented mining claims situated in ~~working~~Lyon ~~capital~~County, ~~deficit~~Nevada ~~was~~collectively ~~attributed~~known toas the ~~increase~~Hercules inProperty ~~accounts~~(the ~~payable~~"Hercules ~~and~~Property").As ~~accrued~~consideration ~~liabilities~~for the leased mineral rights the Company shall pay an aggregate of $13290,~~954~~000 ~~due~~and toprovide $3,500,000 in work commitments over the ~~lack~~Term. ofAdditionally, ~~sufficient~~MinQuest ~~cash~~is ~~flow~~entitled to ~~pay~~receive ~~its~~a ~~obligations~~3% royalty from all mineral production derived from the exploration and development of the Hercules Property.

~~Cashflow~~On ~~from~~February ~~Operating~~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 ~~used~~and ~~$56~~Minquest,~~490~~ ofrelating ~~cash~~to ~~for~~the ~~operating~~Hercules ~~activities~~Property. ~~compared~~Pursuant to the ~~use~~Amended ofHercules ~~$209~~Agreement,~~872~~ the following material provisions of ~~cash~~the ~~for~~Hercules ~~operating~~Agreement ~~activities~~were ~~during~~amended: i) the ~~same~~Term ~~period~~was ~~ended~~extended ~~May~~from ~~31,~~seven ~~2011.~~(7) ~~The~~years ~~decrease~~to twenty (20) years; ii) the payment schedule as set forth in ~~cashflows~~paragraph ~~used~~3(a) was amended to include increases for ~~operating~~inflation ~~activities~~each isyear ~~attributed~~after the Seventh Year Anniversary; iii) the Area of Interest as set forth in paragraph 5 was increased to ~~lack~~include a one mile radius surrounding the current boundaries of ~~sufficient~~the ~~cash~~Hercules ~~flow~~Property; and iv) the list of Hercules Property mining claims as set forth in Schedule A thereto was amended to ~~pay~~include ~~its~~an ~~obligations~~aggregate of 88 claims.

~~Cashflow~~On ~~from~~April ~~Investing~~20, ~~Activities~~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 ~~nine~~fiscal ~~month~~year ~~period~~ ended ~~May~~August 31, 2012, ~~the~~a ~~Company~~total ~~had cash transactions in the amount~~ of $10243,~~000~~202 ~~related~~was toimpaired ~~investing~~due ~~activities.~~to ~~During~~lack ~~the~~of ~~nine~~ongoing ~~month~~exploration ~~period~~work ~~ended~~and ~~May~~financing ~~31,~~in ~~2011,~~determining ~~the~~a ~~Company~~proven ~~had transactions related to investing activities of $233,201~~reserve.

~~Cashflow~~On ~~from~~September ~~Financing~~17, ~~Activities~~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.

During the nine month period ended May 31, 2012, the Company received $94,720 of cash from financing activities compared to $498,825 for the same period ended May 31, 2011. The decrease in cashflows provided from financing activities is based on the fact that the Company received $94,270 of financing from a third-party and $0 from related parties to settle outstanding obligations of the Company during the day-to-day operations as compared to $498,825 in 2011. 17

~~Going~~Plan ~~Concern~~of Operations

WeOur ~~have~~plan ~~not~~of ~~attained~~operation ~~profitable~~during ~~operations~~fiscal 2013 remained unchanged and ~~are~~was ~~dependent~~to ~~upon~~conduct ~~obtaining~~mineral ~~financing~~exploration activities on the Lori/Mamquam Property, Dolly Varden Property, Gilman Gold Property, and Hercules Property in order to ~~pursue~~assess ~~any~~whether ~~extensive~~they ~~activities~~possessed commercially exploitable mineral deposits. ~~For~~We ~~these~~are ~~reasons,~~presently in the exploration stage of our ~~auditors~~business ~~stated~~and inwe ~~their~~can ~~report~~provide no assurance that commercially viable mineral deposits exist on our ~~audited~~mineral ~~financial~~claims ~~statements~~or that ~~they~~we ~~have~~will ~~substantial~~discover ~~doubt~~commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will beenter ~~able~~into tofurther ~~continue~~substantial asexploration programs. Further exploration is required before a ~~going~~final ~~concern~~evaluation ~~without~~as ~~further~~to ~~financing~~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.

~~Future~~We ~~Financings~~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 ~~will~~announced ~~continue~~on toNovember ~~rely~~22, on2010, ~~equity~~that ~~sales~~Phase One of ~~our~~the ~~common~~exploration ~~shares~~program inat ~~order~~the toDolly ~~continue~~Varden toProperty ~~fund~~began ~~our~~and ~~business~~finished ~~operations~~ahead of schedule and below budget. ~~Issuances~~Sixteen of(16) ~~additional~~samples ~~shares~~from ~~will~~this ~~result~~zone inwere ~~dilution~~collected and submitted to ~~existing~~Chemex ~~stockholders~~labs for assaying and analytical testing. ~~There~~The isCompany noannounced ~~assurance~~on January 4, 2011, that wethe ~~will~~results ~~achieve~~from ~~any~~the ~~additional~~initial ~~sales~~sampling ofand property examination on the ~~equity~~Dolly ~~securities~~Varden orProperty ~~arrange~~were completed. The geologists reported anomalous gold and copper throughout the property. Sixteen (16) samples were collected and assayed for ~~debt~~a suite of elements. Nine (9) of the samples contained significant quantities of copper, silver and/or ~~other~~gold ~~financing~~with some also having molybdenum, lead and zinc. Eight (8) of the sixteen (16) rock samples contained gold values that were anomalous to ~~fund~~very ~~planned~~anomalous ~~acquisitions~~(from 0.028 ppm to 1.51 ppm). Four (4) of the samples contained significant quantities of copper and ~~exploration~~one ~~activities~~sample contained significant silver, lead, and zinc.

~~Off~~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-~~Balance~~hole ~~Sheet~~drill ~~Arrangements~~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.

WeWhen ~~have~~we nocontinue ~~significant~~our ~~off-balance~~exploration ~~sheet~~activities ~~arrangements~~we ~~that~~intend ~~have or are reasonably likely~~ to ~~have~~rely aheavily ~~current or future effect~~ on ~~our~~outside ~~financial~~consultants ~~condition,~~to ~~changes~~provide inall ~~financial~~equipment ~~condition,~~and ~~revenues~~field orwork ~~expenses,~~needed ~~results~~for ofthe ~~operations,~~exploratory ~~liquidity,~~program ~~capital~~we ~~expenditures~~intend orto ~~capital resources~~conduct.

~~Critical~~We ~~Accounting~~do ~~Policies~~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.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the financial statements included in this Quarterly Report. 18

16RESULTS OF OPERATIONS

~~Use~~Working ~~of Estimates~~Capital

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.

	Nine Months ended May 31, 2013			Fiscal Year ended August 31, 2012
Current Assets		-			2,087
Current Liabilities	$	349,171		$	332,306
Working Capital (Deficit)	$	(349,171	)	$	(330,219	)

~~Exploration~~Cash ~~Stage Enterprise~~Flows

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


	Nine Months Ended			Nine Months Ended
	May 31, 2013			May 31, 2012
Cash Flows (used in) Operating Activities	$	(2,087	)	$	(56,490	)
Cash Flows (used in) Investing Activities		-			(10,000	)
Cash Flows provided by Financing Activities	$	-		$	94,720
Net Increase (decrease) in Cash During Year	$	(2,087	)	$	28,230

~~Cost~~Operating ~~of Maintaining Mineral Properties~~Revenues

We dohave not ~~accrue~~generated ~~the~~any ~~estimated~~revenues ~~future~~since ~~costs of maintaining our mineral properties in good standing~~inception.

~~Mineral~~Operating ~~Property~~Expenses ~~Acquisition Payments~~ and ~~Exploration~~Net ~~Costs~~Loss

WeThree ~~record~~months ~~our~~ended ~~interest~~May ~~in mineral properties at cost. We expense all costs incurred on mineral properties to which we have secured exploration rights~~31, ~~other~~2013 ~~than~~as ~~acquisition~~compared ~~costs, prior~~ to ~~the~~three ~~establishment~~months ofended ~~proven~~May ~~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~~31, ~~then subsequent exploration and development costs of the property will be capitalized.~~2012

WeOperating ~~regularly~~expenses ~~perform~~for ~~evaluations~~the ofthree ~~any~~months ~~investment~~ended inMay ~~mineral~~31, ~~properties~~2013 totaled $450 as compared to ~~assess~~$30,550 for the ~~recoverability~~three months ended May 31, 2012. Professional fees decreased period over period from $11,370 in 2012 to $Nil in 2013 as a result of the Company limiting operations. General and~~/or~~ administrative expenses were substantially decreased from $9,180 in the ~~residual~~three ~~value~~months ofended ~~our~~May ~~investments~~31, 2012 to $450 in ~~these~~the comparable period in 2013 as we did not have the capital to carry out any work on our mineral assets. During ~~All~~the ~~long-lived~~three ~~assets~~months ~~are~~ended ~~reviewed~~May ~~for~~31, 2012 we recorded impairment ~~whenever~~to ~~events~~our ormineral ~~circumstances~~property ~~change~~of ~~which~~$10,000 ~~indicate~~with ~~the~~no ~~carrying~~similar ~~amount~~expense ofin anthe ~~asset~~current ~~may~~three ~~not~~months beended ~~recoverable~~May 31, 2013.

~~Exploration~~Nine ~~Expenditures~~months ended May 31, 2013 as compared to nine months ended May 31, 2012

WeOperating ~~follow~~expenses for the nine months ended May 31, 2013 totaled $166,399 as compared to $300,826 for the nine months ended May 31, 2012. Professional fees decreased period over period from $31,610 in 2012 to $Nil in 2013 as a ~~policy~~result of ~~expensing~~the ~~exploration~~Company ~~expenditures~~limiting ~~until~~operations. aDuring ~~production~~the ~~decision~~nine inmonths ~~respect~~ended May 31, 2012 we recorded impairment of mineral rights of $243,202 as compared to no impairment recorded in the ~~project~~comparable period for 2013. General and weadministrative ~~are~~expenses ~~reasonably~~were ~~assured~~substantially ~~that~~decreased itfrom ~~will~~$26,014 ~~receive~~in ~~regulatory~~the ~~approval~~nine months ended May 31, 2012 to ~~permit~~$1,399 ~~mining~~in ~~operations~~the ~~which~~comparable ~~may~~period ~~include~~in 2013 as we did not have the ~~receipt~~capital to carry out any work on our mineral assets. During the nine months ended May 31, 2013, we issued stock-based compensation valued at $165,000 as compared to no issuance of astock-based ~~legally~~compensation ~~binding~~for ~~project~~the ~~approval~~nine ~~certificate~~months ended May 31, 2012.

Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that we will continue exploration on such project. We do not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are reevaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.19

IfNet anloss ~~area~~for ofthe nine months ended May 31, 2013 was $185,487 as compared to $315,180 for the nine months ended May 31, 2012. Net loss at May 31, 2013 included interest isexpenses ~~abandoned~~of or$19,088 itwhich increased from $14,354 for the comparable period ended May 31, 2012. The decrease in net loss is ~~determined~~attributed ~~that~~to ~~its~~a ~~carrying~~lack ~~value~~of ~~cannot~~adequate beworking ~~supported~~capital byto ~~future~~carry ~~production~~out oroperations ~~sale~~and the impairment of $243,202 in the ~~related~~nine ~~costs~~months ~~are~~ended ~~charged~~May ~~against~~31, ~~operations~~2012 with no comparable impairment in the ~~year~~nine ofmonths ~~abandonment~~ended orMay ~~determination~~31, 2013, offset by stock-based compensation of ~~value.~~$165,000 ~~The~~in ~~amounts~~the ~~recorded~~current asnine ~~mineral~~months ~~leases~~ended ~~and~~May ~~claims~~31, ~~represent~~2013, ~~costs~~with tono ~~date~~comparable ~~and~~expense doin ~~not~~the ~~necessarily~~prior ~~reflect~~nine ~~present~~month orperiod ~~future~~ended ~~values~~May 31, 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~~May of31, ~~properties~~2013, ~~that~~the ~~are~~Company's ~~developed~~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 ~~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 no cash for operations.

17As at May 31, 2013, the Company had total liabilities of $349,171 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.

~~Recently~~As ~~Issued~~at ~~Accounting~~May ~~Pronouncements~~31, 2013, the Company had a working capital deficit of $349,171 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.

~~The~~Cashflow ~~Company~~from ~~has~~Operating implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operationsActivities

~~ITEM~~During 3the nine months ended May 31, 2013, the Company used cash of $2,087 cash for operating activities compared to the use of $56,490 of cash for operating activities during the nine months ended May 31, 2012. The decrease in cashflows used for operating activities is attributed to the decline in overall operations and available funding in the current nine-month period. During the nine months ended May 31, 2013, the Company issued common stock valued at $165,000 for services rendered with no comparable issuance during the nine months ended May 31, 2012.

~~QUANTITATIVE~~During ~~AND~~the ~~QUALITATIVE~~nine ~~DISCLOSURES~~months ~~ABOUT~~ended ~~MARKET~~May ~~RISK~~31, 2012 the Company recorded a noncash impairment of mineral rights in the amount of $243,202, with no similar transactions in the current nine-month period.

WeDuring ~~are~~the anine ~~smaller~~months ~~reporting~~ended ~~company~~May as31, ~~defined~~2013 the Company's accounts payable from operating activities increased by ~~Rule~~$16,865 ~~12b-2~~as compared to an increase of $13,954 in the ~~Securities~~prior ~~Exchange~~nine-month ~~Act~~comparative ofperiod. The ~~1934~~increase ~~and~~in ~~are~~accounts ~~not~~payable ~~required~~is due to ~~provide~~ the ~~information~~Company ~~under~~not ~~this~~having ~~item~~sufficient funds to settle their obligations.

~~ITEM~~Cashflow 4.from Investing Activities

~~CONTROLS~~During ~~AND~~the ~~PROCEDURES~~nine months ended May 31, 2013 the Company recorded no investing activities as compared to the nine months ended May 31, 2012 when the Company recorded a lease payment on a mineral asset in the amount of $10,000.

~~Evaluation~~Cashflow offrom ~~Disclosure~~Financing ~~Controls and Procedures~~Activities

~~Disclosure~~During ~~controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under~~ the ~~Exchange~~nine ~~Act~~months isended ~~recorded,~~May ~~processed~~31, ~~summarized~~2013 ~~and reported, within~~ the ~~time~~Company ~~periods~~did ~~specified~~not inreceive ~~the~~any ~~SEC's~~funds ~~rules~~from ~~and~~financing ~~forms.~~activities 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~~compared to ~~allow timely decisions regarding required disclosure. Our management carried out an evaluation under~~ the ~~supervision~~period ~~and~~ended 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(e) 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~~when to the ~~material~~Company ~~weaknesses~~received ~~resulting~~loans ~~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~~$94,720 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~~operations.

~~Changes in Internal Control over Financial Reporting~~20

~~Our~~Other ~~management~~Income 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.(Expenses)

~~The~~During ~~Company~~the isnine ~~not~~months ~~required~~ended byMay ~~current~~31, ~~SEC~~2013 ~~rules~~the toCompany ~~include,~~incurred ~~and~~interest ~~does~~expenses ~~not~~of ~~include~~$19,088 ancompared ~~auditor's~~to ~~attestation~~interest ~~report.~~expenses ~~The~~of ~~Company's~~$14,354 ~~registered~~during ~~public~~the ~~accounting~~comparable ~~firm~~period ~~has~~ended ~~not~~May ~~attested~~31, to2012 ~~Management's~~due ~~reports~~to onoutstanding ~~the Company's internal control over financial reporting~~loans.

18Off-Balance Sheet Arrangements

~~PART~~We IIhave no significant off-balance ~~OTHER~~sheet ~~INFORMATION~~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.

~~ITEM~~Going 1. Concern

~~LEGAL~~We ~~PROCEEDINGS~~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.

WeFuture 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.Financings

~~ITEM~~We 1Awill 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.

~~RISK~~Critical ~~FACTORS~~Accounting Policies and Estimates

WeThe ~~are~~preparation aof ~~smaller~~our ~~reporting~~financial ~~company~~statements asrequires ~~defined~~management byto ~~Rule~~make ~~12b-2~~estimates and assumptions that affect the reported amounts of assets and liabilities and the ~~Securities~~disclosure ~~Exchange~~of ~~Act~~contingent assets and liabilities at the date of ~~1934~~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 ~~not~~based ~~required~~on historical experience and on various other factors that are believed to ~~provide~~be reasonable under the ~~information~~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 ~~this~~different ~~item~~assumptions and circumstances. Our significant accounting policies are more fully discussed in Note 3 to our unaudited financial statements contained herein.

~~ITEM~~Recent 2. Accounting Pronouncements

~~UNREGISTERED~~There ~~SALES~~were OFvarious ~~EQUITY~~accounting ~~SECURITIES~~standards ~~AND~~and ~~USE~~interpretations OFissued ~~PROCEEDS~~recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.

1.21

~~Quarterly~~ITEM ~~Issuances:~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~During~~We ~~the~~are ~~quarter,~~a wesmaller ~~did~~reporting ~~not~~company ~~issue~~and ~~any~~are ~~unregistered~~not ~~securities~~required ~~other~~to ~~than~~provide asthis ~~previously disclosed~~information.

2ITEM 4. CONTROLS AND PROCEDURES

~~Subsequent~~Evaluation ~~Issuances:~~of Disclosure Controls and Procedures

~~Subsequent~~Under tothe supervision and with the ~~quarter~~participation of our management, including our principal executive officer and principal financial officer, as of May 31, 2013, we ~~did~~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 ~~issue~~effective ~~any~~as ~~unregistered~~of ~~securities~~such ~~other~~date ~~than~~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 ~~previously~~appropriate to allow timely decisions regarding required disclosure.

~~disclosed~~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.

~~ITEM~~In 3order 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.

~~DEFAULTS~~We ~~UPON~~would ~~SENIOR~~need ~~SECURITIES~~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.

~~None~~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.

~~ITEM~~Changes 4. in Internal Control over Financial Reporting

~~MINE~~During ~~SAFETY~~the ~~DISCLOSURES~~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.

~~Not Applicable~~22

~~ITEM~~PART 5.II – OTHER INFORMATION

~~OTHER~~ITEM ~~INFORMATION~~1. LEGAL PROCEEDINGS

~~None~~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.

19ITEM 1A. RISK FACTORS

~~ITEM~~The 6Company is a smaller reporting company and is not required to provide this information.

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

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.

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 valued at fair market value on the date of issuance totaling $165,000 of $6 per share.

*PursuantAll tostock ~~Regulation~~issuances ~~S-T,~~discussed in this ~~interactive~~section ~~data~~under ~~file~~the isheading ~~deemed~~Unregistered ~~not~~Sales ~~filed~~of orEquity ~~part~~Securities and Use of aProceeds ~~registration~~were ~~statement~~exempt orfrom ~~prospectus~~the ~~for~~registration ~~purposes~~requirements of ~~Sections 11~~Section or5 12 of the Securities Act of 1933, ispursuant ~~deemed~~to ~~not~~Section ~~filed~~4(2) ~~for~~of ~~purposes~~the ofsame ~~Section 18~~Act since the issuances of the ~~Securities~~shares ~~Exchange~~were ~~Act~~to ofpersons ~~1934,~~well ~~and~~known ~~otherwise~~to isthe ~~not~~Company ~~subject~~and todid ~~liability~~not ~~under~~involve ~~these~~any ~~sections~~public offerings.

20There 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.

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

~~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

ITEM 4. MINE SAFETY DISCLOSURES

InNot ~~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.~~ Applicable

~~Dated:~~ITEM ~~July~~5. ~~23,~~OTHER ~~2012~~INFORMATION

~~/s/ Terry Fields~~ None.

~~By: Terry Fields – Director~~23

~~Dated:~~ITEM ~~July~~6. ~~23, 2012~~EXHIBITS

~~/s/~~(a) ~~Larry Eastland~~ Exhibits

By: Larry Eastland – Director

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

21SIGNATURES

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 (Princnipal Executive Officer)

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