SEC Info - Moore Charles William III - ‘SC 13D’ on 1/13/14 re: Hawker Energy, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 80310R 107

SCHEDULE 13D

Item 1.

Security and Issuer.

This statement on Schedule 13D (the “Statement”) is related to shares of common stock, par value $0.001 per share (the “Common Stock”), of Sara Creek Gold Corp., a Nevada Corporation (the “Issuer”). The principal executive offices of the Issuer are located at 326 Pacific Coast Highway, Suite 102, Redondo Beach, California 90277.

Item 2.

Identity and Background

This Statement is filed on behalf of Charles William Moore III (“Moore”). The business address for Moore is 124 Warwick Road, Bronxville, New York 10708.

Moore was, prior to the Issuer’s exercise of the Option Agreement described under Item 3 below, a managing member of Hawker Energy, LLC, a California limited liability company (“Hawker”). The principal place of business and principal office of Hawker is located at 326 S. Pacific Coast Highway, Redondo Beach, California 90277.

Moore has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Moore has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Moore is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

1,500,000 shares of the Issuer were acquired by Moore on January 1, 2014 in consideration for the sale of all of Moore’s membership interests of Hawker to the Issuer, pursuant to the Issuer’s exercise of its option to acquire all of the membership interests of Hawker under the terms of that certain Amended and Restated Option Agreement, dated November 20, 2013 (the “Option Agreement”), by and among the Issuer, Darren Katic (“Katic”) and Moore.

Item 4.

Purpose of Transaction.

Moore acquired beneficial ownership of the shares of Common Stock for investment purposes. Moore from time to time intends to review his investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, Moore will take such actions in the future as he may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by him or otherwise acquired by him, either in the open market or in privately negotiated transactions.

(a)

Under the terms of the Option Agreement, Moore may in the future be issued an additional 16,500,000 shares of Common Stock of the Issuer at such times and in such amounts as set forth below:

CUSIP No. 80310R 107

SCHEDULE 13D

i.

1,000,000 shares of Common Stock shall be issued to Moore upon the Issuer’s or Hawker’s acquisition of California Oil Independents (or certain oil and gas interests held by it located in the Monroe Swell Field, Monterey, California);

ii.

1,000,000 shares of Common Stock shall be issued to Moore upon the Issuer’s or Hawker’s acquisition of a participation in South Coast Oil – Huntington Beach (or the oil and gas interests held by it);

iii.

2,500,000 shares of Common Stock shall be issued to Moore upon the Issuer’s or Hawker’s acquisition of the Midway-Sunset Lease oil and gas interests held by Christian Hall (or affiliates);

iv.

5,000,000 shares of Common Stock shall be issued to Moore upon the Issuer’s or Hawker’s acquisition of TEG Oil & Gas, Inc. (or certain oil and gas interests held by it located in the Tapia Field, Los Angeles County, California);

v.

3,500,000 shares of Common Stock shall be issued to Moore upon the conveyance to the Issuer or Hawker of certain assets and rights regarding PRC 145.1 Lease held by Rincon Island Limited Partnership or settlement in lieu of such conveyance; and

vi.

3,500,000 shares of Common Stock shall be issued to Moore upon the conveyance to the Issuer or Hawker of certain mineral rights regarding PRC 427 Lease held by ExxonMobil.

Under the terms of that certain Warrant Agreement, dated December 27, 2013 (the “Warrant Agreement”), by and among Katic, Moore and Gerald Tywoniuk (“Tywoniuk”), Moore granted Tywoniuk warrants (“Warrants”) to purchase 5.0% of the shares of Common Stock issued to Moore in connection with the Issuer’s exercise of its option under the Option Agreement, as set forth in Item 3, above, and such shares of Common Stock as may subsequently be issued to Moore upon the occurrence of each of the events described in roman numerals i.-v. immediately preceding this paragraph, each such Warrant to be immediately exercisable in full for a period of five (5) years from the date of each issuance of shares of Common Stock to Moore by the Issuer pursuant to the terms of the Option Agreement. The Warrants were granted in consideration of certain professional services provided by Tywoniuk to the Issuer.

As a result of the Warrant Agreement, Moore may dispose of up to 725,000 shares of Common Stock of the Issuer to Tywoniuk upon the occurrence of those events listed immediately above, and in the event that Tywoniuk exercises any corresponding Warrants.

(b)

Not Applicable

(c)

Not Applicable

(d)

Not Applicable

(e)

Not Applicable

(f)

Not Applicable

(g)

Not Applicable

(h)

Not Applicable

(i)

Not Applicable

(j)

Not Applicable

CUSIP No. 80310R 107

SCHEDULE 13D

Moore reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider his position, change his purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

Item 5.

Interest in Securities of the Issuer.

(a) As of January 1, 2014, Moore was the beneficial owner of 1,500,000 shares of Common Stock, which represents approximately 5.1792% of the outstanding shares of Common Stock. Percentage ownership is calculated based on 25,961,983 shares of outstanding Common Stock as of November 12, 2013, as reported in the Issuer’s Annual Report on form 10-K for the fiscal year ended August 31, 2013, along with the shares issued pursuant to the Issuer’s exercise of its option to purchase all of the membership interests of Hawker under the Option Agreement.

See above, Item 4, with regard to the additional shares that Moore may be entitled to pursuant to the terms of the Option Agreement. As of the date hereof, Moore has no other ownership or interest in the Issuer other than through the shares of Common Stock acquired, or that may be acquired, in connection with the Option Agreement.

(b)

	Shared Voting Power	Sole Voting Power	Shared Dispositive Power	Sole Dispositive Power

Charles William Moore III	0	1,500,000	0	1,500,000

(c) Not applicable.

(d) See above, Item 4, with regard to the additional shares that Moore may be entitled to pursuant to the terms of the Option Agreement. As of the date hereof, Moore has no other ownership or interest in the Issuer other than through the shares of Common Stock acquired, or that may be acquired, in connection with the Option Agreement.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Moore is a party to the Option Agreement, pursuant to which Moore may be issued up to an additional 16,500,000 shares of Common Stock of the Issuer, as further described in Item 4(a) above.

Moore is a party to the Warrant Agreement, pursuant to which Moore may dispose of up to 725,000 shares of Common Stock of the Issuer to Tywoniuk, as further described in Item 4(a) above.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

CUSIP No. 80310R 107

SCHEDULE 13D

Item 7.

Material to be Filed as Exhibits.

N/A

CUSIP No. 80310R 107

SCHEDULE 13D

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 13, 2014	/s/ *Charles William Moore III*
	Charles William Moore III, an individual

1	NAMES OF REPORTING PERSONS Charles William Moore III I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,500,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 1,500,000
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1792% (1)
14	TYPE OF REPORTING PERSON IN

This ‘SC 13D’ Filing	Date	Other Filings

Filed as of:	1/14/14	4, SC 13D/A
Filed on:	1/13/14	10-Q, SC 13D/A
	1/1/14	3, 4, 8-K, 8-K/A
	12/27/13
	11/20/13
	11/12/13	D
	8/31/13	10-K, 10-K/A
		List all Filings

Moore Charles William III – ‘SC 13D’ on 1/13/14 re: Hawker Energy, Inc.

On: Monday, 1/13/14, at 7:07pm ET · As of: 1/14/14 · Accession #: 1214659-14-293 · File #: 5-87671

Previous ‘SC 13D’: None · Next: ‘SC 13D/A’ on 10/20/14 · Latest: ‘SC 13D/A’ on 12/22/14

General Statement of Beneficial Ownership — Schedule 13D
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Dates Referenced Herein and Documents Incorporated by Reference

Moore Charles William III – ‘SC 13D’ on 1/13/14 re: Hawker Energy, Inc.

On: Monday, 1/13/14, at 7:07pm ET · As of: 1/14/14 · Accession #: 1214659-14-293 · File #: 5-87671

Previous ‘SC 13D’: None · Next: ‘SC 13D/A’ on 10/20/14 · Latest: ‘SC 13D/A’ on 12/22/14

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents