UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~May~~November 3130, 2011

. 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.

[f10q113011_10q001.jpg]

(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)

with a copy to:

Carrillo, Huettel, LLP

3033 Fifth Ave. Suite 400

San Diego, CA 92103

Telephone (619) 546-6100

Facsimile: (619) 546-6060

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 . No X .

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 .~~ ~~No (Not required)~~

Yes . No X .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting 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 .

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

~~Accelerated~~Yes . ~~Filer~~No X .

As of June 5, 2012, there were 269,837,040 shares of the Registrant’s $0. 00025 par value common stock issued and outstanding.

Non-Accelerated Filer

Smaller Reporting Company

X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). . Yes X . No

As of July 15, 2011, 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	~~FINANCIAL INFORMATION~~
ITEM 1.	FINANCIAL STATEMENTS	~~FINANCIAL STATEMENTS~~3	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~15	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~18	17
ITEM 4.	CONTROLS AND PROCEDURES	~~CONTROLS AND PROCEDURES~~18	18
PART II	OTHER INFORMATION	~~OTHER INFORMATION~~
ITEM 1. ITEM 1A.		LEGAL PROCEEDINGS RISK FACTORS	18 18
ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 1A.	RISK FACTORS	19
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 4.		[REMOVED AND RESERVED]	19
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 5.		OTHER INFORMATION	19
ITEM 4.	MINE SAFETY DISCLOSURES	19
ITEM 6.		EXHIBITS	20
ITEM 5.	OTHER INFORMATION	19
ITEM 6.	EXHIBITS	20

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

Unaudited Consolidated Balance Sheets


	Index

Unaudited Consolidated Balance Sheets	4

Unaudited Consolidated Statements of Operations	5

Unaudited Consolidated Statements of Cash Flows	6

Notes to the Consolidated Financial Statements	7

Unaudited Consolidated Statements of Operations

Unaudited Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

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

		(Unaudited)		(Audited)
		May 31, 2011		August 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	55,752	$	-
Total Current Assets		55,752		-
Mineral rights		233,201		-
TOTAL ASSETS	$	288,953	$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable & accrued liabilities	$	23,346	$	45,031
Loans payable		20,460		21,635
TOTAL CURRENT LIABILITIES		43,806		66,666
Commitments and contingencies
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-		-
Common stock, $0.00025 par value, 300,000,000 shares authorized, 269,837,040 and 668,799,944 shares issued and outstanding at May 31, 2011 and August 31, 2010, respectively		67,459		167,200
Additional paid in capital		1,923,541		1,323,800
Deficit accumulated during the exploration stage		(1,745,853)		(1,557,666)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		245,147		(66,666)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	288,953	$	-

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(unaudited)


		(Unaudited)		(Audited)
		November 30, 2011		August 31, 2011
ASSETS
Current Assets:
Cash and cash equivalents	$	10	$	2,504
Total Current Assets		10		2,504
Mineral rights		-		233,202

TOTAL ASSETS	$	10	$	235,706

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable & accrued liabilities	$	28,209	$	22,258
Loans payable		165,130		160,430
Total Current Liabilities		193,339		182,688

Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-		-
Common stock, $0.00025 par value, 300,000,000 shares authorized, 269,837,040 shares issued and outstanding at November 30, 2011 and August 31, 2011		67,459		67,459
Additional paid in capital		2,213,625		2,212,561
Deficit accumulated during the exploration stage		(2,474,413)		(2,227,002)
Total Stockholders' Equity (Deficit)		(193,329)		53,018
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	10	$	235,706



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

WILLOW CREEK ENTERPRISES, INC. ~~(An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)~~

		For the three months ended		For the three months ended		For the nine months ended		For the nine months ended		For the Period January 16, 2007 (Inception) to
		May 31, 2011		May 31, 2010		May 31, 2011		May 31, 2010		May 31, 2011
Revenues	$	-	$	-	$	-	$	-	$	-
Operating expenses:
Professional fees		5,000		16,500		30,710		42,435		1,501,211
Mineral rights impairment		-		-		49,023		-		49,023
General and administrative		41,270		-		108,454		2,506		195,617
Total operating expenses		46,270		16,500		188,187		44,941		1,745,853
Net loss before income taxes		(46,270)		(16,500)		(188,187)		(44,941)		(1,745,853)
Benefit for income taxes		-		-		-		-		-
Net loss	$	(46,270)	$	(16,500)	$	(188,187)	$	(44,941)	$	(1,745,853)
Weighted average number of shares outstanding during the period-Basic and diluted		269,837,040		660,799,944		360,231,999		660,799,944
Net loss per share – basic and diluted	$	-	$	-	$	-	$	-

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


		For the three months ended		For the three months ended		For the period from January 16, 2007 (Inception) to
		November 30, 2011		November 30, 2010		November 30, 2011

Revenues	$	-	$	-	$	-


Operating expenses:
Professional fees		2,000		10,710		1,506,819
Mineral rights imparement		233,202		49,023		432,195
General and administrative		7,610		34,425		234,782
Total operating expenses		242,812		94,158		2,173,796
Other (expenses)
Interest expense		(4,599)		-		(13,702)
Debt settlement loss		-		-		(286,915)
Total other (expenses)		(4,599)		-		(300,617)


Net (loss)	$	(247,411)	$	(94,158)	$	(2,474,413)

Weighted average number of shares outstanding during the period - basic and diluted		269,837,040		497,371,373

Net loss per share - basic and diluted	$	-	$	-



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

WILLOW CREEK ENTERPRISES, INC. ~~(An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)~~

		For the nine months ended		For the nine months ended		For the Period January 16, 2007 (Inception) to
		May 31, 2011		May 31, 2010		May 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(188,187)	$	(44,941)	$	(1,745,853)
Adjustment to reconcile net (loss) income to net cash used in operating activities:
Changes in current assets and liabilities:
		-		-		1,400,000
Accounts payable & accrued liabilities		(21,685)		27,356		23,346
Net cash used in operating activities		(209,872)		(17,585)		(322,507)
CASH FLOWS TO INVESTING ACTIVITIES:
Mineral rights acquisition		(233,201)		-		(233,201)
Net cash used by investing activities		(233,201)		-		(233,201)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscriptions of common stock		500,000		-		591,000
Proceeds from loans payable		(1,175)		17,255		20,460
Net cash provided by financing activities		498,825		17,255		611,460
CHANGE IN CASH		55,752		(330)		55,752
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		-		330		-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	55,752	$	-	$	55,752
SUPPLEMENTARY DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid for income taxes	$	-	$	-	$	-
Cash paid for interest expense	$	-	$	-	$	-
SUPPLEMENTARY NON-CASH FINANCING AND
INVESTING ACVTIVITIES
Share Issuance of common shares for services	$	-	$	-	$	2,000,000

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


		For the three months ended		For the three months ended		For the period from January 16, 2007 (Inception) to
		November 30, 2011		November 30, 2010		November 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(247,411)	$	(94,158)	$	(2,474,413)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Loss on debt settlement		-		-		286,915
Impairment expense on mineral property		233,202		49,023		432,195
Imputed interest		1,064		-		3,169
Issuance of common stock for services rendered		-		-		1,400,000
Changes in operating assets and liabilities:
Accounts payable & accrued liabilities		5,951		(21,185)		28,209
Cash (used in) operating activities		(7,194)		(66,320)		(323,925)
CASH FLOWS TO INVESTING ACTIVITIES
Mineral rights acquisition		-		(49,023)		(432,195)
Cash (used in) investing activities		-		(49,023)		(432,195)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscriptions of common stock		-		151,224		341,000
Proceeds from loans payable		4,700		-		416,305
Repayment of debt		-		(1,175)		(1,175)
Cash provided by financing activities		4,700		150,049		756,130

INCREASE (DECREASE) IN CASH		(2,494)		34,706		10
CASH AT BEGINNING OF PERIOD		2,504		-		-
CASH AT END OF PERIOD	$	10	$	34,706	$	10
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	$	1,400,000
Surrender and cancellation of common stock	$	(100,000)	$	-	$	(100,000)



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

WILLOW CREEK ENTERPRISES, INC.

(A Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the period of January 16, 2007 (inception)

through ~~May~~November 3130, 2011

NOTE 1 - NATURE OF OPERATIONS

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

NOTE 2 – GOING CONCERN

These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of ~~May~~November 3130, 2011, the Company had $10 ~~55,752~~ in cash, working capital ~~of $11,946 and stockholders’ equity~~ deficit of $~~245~~193,~~147~~ 329 and accumulated net losses of $12,~~745~~474,~~853~~413 since inception. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, to develop commercially viable mining reserves, and ultimately to establish profitable operations.

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

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES

Interim Reporting

While the information presented in the accompanying interim ~~six~~three months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, 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, ~~2010~~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, ~~2010~~2011 annual financial statements.

Operating results for the ~~six~~three months ended ~~May~~November 3130, 2011 are not necessarily indicative of the results that can be expected for the year ended August 31, ~~2011~~2012.

Basis of Presentation

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

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

WILLOW CREEK ENTERPRISES, INC.

(A Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the period of January 16, 2007(inception)

through ~~May~~November 3130, 2011

However, except 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, ~~2010~~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 ~~six~~three months ended ~~May~~November 3130, 2011 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-K

Principles of Consolidation

The consolidated 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.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Regulatory Matters

The 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.

Impaired Asset Policy

The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in 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.

Start-up Expenses

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~~November 3130, 2011.

WILLOW CREEK ENTERPRISES, INC.

(A Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the period of January 16, 2007(inception)

through ~~May~~November 3130, 2011

Mineral Property Costs

Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. From that time forward, the Company will capitalize all costs to the extent that future cash flows from mineral resources equal or exceed the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. Costs related to site restoration programs will be accrued over the life of the project. To date, the Company has ~~not~~ established ~~any~~ proven ~~reserves~~reserve on one of its mineral properties.

Foreign Currency Translation

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.”

Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in stockholders’ equity, if applicable. There were no translation adjustments as of ~~May~~November 3130, 2011.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. If applicable, 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~~November 3130, 2011.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of ~~six~~three months or less to be cash equivalents. The Company had no Cash equivalents at November 30, 2011or August 31, 2011.

Stock-Based Compensation

The Company accounts for stock options issued to employees in accordance with the provisions of FASB ASC 718, “Stock Compensation”. As such, compensation cost is measured on the date of grant as the excess of current market price of the underlying stock over the exercise price. Such compensation amounts are amortized over the respective vesting periods of the option grant. The Company adopted the disclosure provisions of FASB ASC 718, “Accounting for Stock-Based Compensation,” and FASB ASC 718, which allows entities to provide pro forma net 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.

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.

WILLOW CREEK ENTERPRISES, INC.

(A Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the period of January 16, 2007(inception)

through ~~May~~November 3130, 2011

Basic and Diluted Loss Per Share

The Company computed basic and diluted loss per share amounts for ~~May~~November 3130, 2011 pursuant to the FASB ASC 260, “Earnings per Share.” There are no potentially dilutive shares outstanding; accordingly, dilutive and basic per share amounts are the same.

Fair Value of Financial Instruments

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

Comprehensive Loss

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~~November 3130, 2011 the Company has no items that represent comprehensive loss and therefore, has not included a schedule of comprehensive loss in financial statements.

Income Taxes

Income 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.

Recent Accounting Pronouncements

In ~~October~~September ~~2010~~2011, the Financial Accounting Standards Board (FASB) issued Accounting ~~Standard~~Standards Update (ASU) No. ~~2010~~2011-2608, Intangibles – Goodwill and Other (~~ASU~~Topic No350): Testing Goodwill for Impairment. ~~2010~~The guidance in ASU 2011-~~26)~~08 ~~“Accounting~~is ~~for~~intended ~~Costs~~to ~~Associated~~reduce ~~with~~complexity ~~Acquiring~~and orcosts ~~Renewing~~by ~~Insurance~~allowing ~~Contracts.” ASU~~an ~~No.~~entity ~~2010-26~~the ~~addresses~~option ~~diversity~~to inmake ~~practice~~a ~~regarding~~qualitative evaluation about the ~~interpretation~~likelihood of ~~which~~goodwill ~~costs~~impairment ~~relating~~ to determine whether it should calculate the ~~acquisition~~fair value of ~~new~~a orreporting ~~renewal~~unit. ~~insurance~~The ~~contracts~~amendments ~~qualify~~also ~~for~~improve ~~deferral. Costs~~previous ~~that~~guidance ~~meet~~by expanding upon the ~~definition~~examples of ~~acquisition~~events ~~costs,~~and ascircumstances ~~stated~~that inan ~~the~~entity ~~Master~~should ~~Glossary~~consider ofbetween ~~the~~annual ~~FASB~~impairment ~~Accounting~~tests ~~Standards~~in ~~Codification,~~determining ~~are~~whether ~~typically~~it ~~recognized~~is asmore ~~assets~~likely ~~and~~than ~~are~~not ~~commonly~~that ~~referred~~the tofair asvalue ~~deferred~~of ~~acquisition~~a ~~costs. The~~reporting ~~amendments~~unit inis ~~this~~less ~~update~~than ~~affect~~its ~~insurance~~carrying ~~entities~~amount. ~~that~~Also, ~~are~~the ~~within~~amendments improve the ~~scope~~examples of ~~Topic~~events ~~944~~and ~~Financial~~circumstances ~~Services~~that –an ~~Insurance~~entity ~~(which~~having ~~includes~~a ~~but~~reporting isunit ~~not~~with ~~limited~~a tozero ~~stock~~or ~~life~~negative ~~insurance~~carrying ~~entities,~~amount ~~mutual~~should ~~life~~consider ~~insurance~~in ~~entities,~~determining ~~and~~whether ~~property~~to ~~and~~measure ~~liability~~an ~~insurance~~impairment ~~entities)~~loss, ~~that~~if ~~incur~~any, ~~costs~~under in the ~~acquisition~~second step of ~~new~~the ~~and~~goodwill ~~renewal~~impairment ~~insurance contracts~~test. The amendments in this ~~update~~ASU are effective for ~~fiscal~~annual ~~years,~~ and interim ~~periods~~goodwill ~~within~~impairment ~~those~~tests performed for fiscal years, beginning after December 15, 2011. ~~The~~ ~~amendments~~Early inadoption ~~this~~is ~~update~~permitted, ~~should~~including befor ~~applied~~annual ~~prospectively~~and ~~upon~~interim ~~adoption. Retrospective~~goodwill ~~application~~impairment totests ~~all~~performed ~~prior~~as ~~periods~~of ~~presented~~a ~~upon the~~ date ofbefore ~~adoption~~September ~~also~~15, ~~is permitted~~2011, ~~but~~if ~~not~~an ~~required. Early~~entity’s ~~adoption~~financial isstatements ~~permitted,~~for ~~but~~the ~~only~~most atrecent ~~the~~annual ~~beginning~~or ofinterim anperiod ~~entity’s~~have ~~annual~~not ~~reporting~~yet ~~period~~been issued. The ~~Company~~adoption isof ~~evaluating~~this ~~the~~guidance ~~impact~~is ~~ASU~~not ~~No.~~expected ~~2010-26~~to ~~will~~ have a material impact on the Company’s financial ~~statements~~position or results of operations.

WILLOW CREEK ENTERPRISES, INC.

(A Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the period of January 16, 2007(inception)

through ~~May~~November 3130, 2011

In ~~December~~June ~~2010~~2011, the FASB issued ~~Accounting Standard Update No. 2010-27 (~~ASU ~~No. 2010~~2011-~~27)~~05, “~~Other~~Comprehensive ~~Expenses~~Income (Topic ~~720~~220).: Presentation of Comprehensive Income” ~~ASU~~, Nowhich is effective for annual reporting periods beginning after December 15, 2011. ~~2010~~ASU 2011-2705 ~~addresses~~will ~~questions~~become ~~concerning~~effective ~~how~~for ~~pharmaceutical~~the ~~manufacturers~~Company ~~should~~on ~~recognize~~December ~~and~~1, ~~classify~~2012. inThis ~~their~~guidance ~~income~~eliminates ~~statements~~the ~~fees~~option ~~mandated~~to bypresent the ~~Patient~~components ~~Protection~~of ~~and~~other ~~Affordable~~comprehensive ~~Care~~income ~~Act~~ as ~~amended~~part byof the ~~Health~~statement ~~Care~~of ~~and~~changes ~~Education~~in ~~Reconciliation~~stockholders’ ~~Act~~equity. ~~(the~~In ~~“Acts”). The~~addition, ~~amendments~~items inof ~~this~~other ~~update~~comprehensive ~~specify~~income that ~~the~~are ~~liability~~reclassified ~~for~~to ~~the~~profit ~~fee~~or ~~should~~loss beare ~~estimated~~required ~~and~~to ~~recorded~~be inpresented ~~full~~separately ~~upon~~on the ~~first~~face ~~qualifying~~of ~~sale~~the ~~with~~financial astatements. ~~corresponding~~This ~~deferred~~guidance ~~cost that~~ is ~~amortized~~intended to ~~expense~~increase ~~using~~the aprominence ~~straight-line method~~ of ~~allocation~~other ~~unless~~comprehensive ~~another~~income ~~method~~in ~~better~~financial ~~allocates~~statements ~~the~~by ~~fee~~requiring ~~over~~that ~~the~~such ~~calendar~~amounts ~~year~~be ~~that~~presented iseither ~~payable. The amendments~~ in ~~this~~a ~~update~~single ~~are~~continuous ~~effective~~statement ~~for~~of ~~calendar~~income ~~years~~and ~~beginning~~comprehensive ~~after~~income ~~December~~or ~~31,~~separately ~~2010,~~in ~~when~~consecutive ~~the~~statements ~~fee~~of ~~initially~~income ~~becomes~~and ~~effective~~comprehensive income. The ~~Company~~adoption isof ~~evaluating~~ASU ~~the~~2011-05 ~~impact~~is ~~ASU~~not ~~No.~~expected ~~2010-27~~to ~~will~~ have a material impact on ~~the~~our financial ~~statements~~position or results of operations.

In ~~December~~May ~~2010~~2011, the FASB issued ~~Accounting~~ASU ~~Standard~~2011-04, ~~Update~~“Fair ~~No.~~Value ~~2010-28~~Measurement (~~ASU~~Topic ~~No. 2010-28~~820): ~~“Intangibles~~Amendments –to ~~Goodwill~~Achieve Common Fair Value Measurement and ~~Other~~Disclosure ~~(Topic~~Requirements ~~350).” ASU~~in NoU.S. ~~2010-28~~GAAP ~~addresses~~and ~~questions~~IFRSs”, ~~about~~which ~~entities~~is ~~with~~effective ~~reporting~~for ~~units~~annual ~~with~~reporting ~~zero~~periods orbeginning ~~negative~~after ~~carrying~~December ~~amounts~~15, ~~because~~2011. ~~some~~This ~~entities~~guidance ~~concluded~~amends ~~that~~certain ~~Step~~accounting 1and ofdisclosure ~~the~~requirements ~~goodwill~~related ~~impairment~~to ~~test,~~fair asvalue ~~stated~~measurements. inAdditional ~~Topic~~disclosure ~~350,~~requirements isin ~~passed~~the inupdate ~~those~~include: ~~circumstances~~(1) ~~because~~for ~~the~~Level 3 fair value ofmeasurements, ~~their~~quantitative ~~reporting~~information ~~unit~~about ~~will~~unobservable ~~generally~~inputs beused, ~~greater~~a ~~than~~description ~~zero. The~~of ~~amendments~~the invaluation ~~this~~processes ~~update~~used doby ~~not~~the ~~provide~~entity, ~~guidance~~and ona ~~how~~qualitative todiscussion ~~determine~~about the ~~carrying~~sensitivity ~~amount~~of orthe ~~measure~~measurements to changes in the ~~fair~~unobservable ~~value~~inputs; of(2) ~~the~~for ~~reporting~~an ~~unit. The~~entity’s ~~amendments~~use inof ~~this~~a ~~update~~nonfinancial ~~modify~~asset ~~Step~~that 1is ofdifferent from the ~~goodwill~~asset’s ~~impairment~~highest ~~test~~and best use, the reason for ~~reporting~~the ~~units~~difference; ~~with~~(3) ~~zero~~for orfinancial ~~negative~~instruments ~~carrying~~not ~~amounts. For~~measured ~~public~~at ~~entities,~~fair ~~the~~value ~~amendments~~but infor ~~this~~which ~~update~~disclosure ~~are~~of ~~effective~~fair ~~for~~value ~~fiscal~~is ~~years~~required, ~~and~~the ~~interim~~fair ~~periods~~value ~~within~~hierarchy ~~those~~level ~~years,~~in ~~beginning~~which ~~after~~the ~~December~~fair ~~15,~~value ~~2010. Early~~measurements ~~adoption~~were isdetermined; ~~permitted. For~~and ~~nonpublic~~(4) ~~entities,~~ the ~~amendments~~disclosure ~~are~~of ~~effective~~all ~~for~~transfers ~~fiscal~~between ~~years,~~Level 1 and ~~interim~~Level ~~periods~~2 ~~within~~of ~~those~~the ~~years,~~fair ~~beginning~~value ~~after~~hierarchy. ~~December~~ASU ~~15,~~ 2011~~. Nonpublic~~-04 ~~entities~~will ~~may~~become ~~early~~effective ~~adopt~~for the ~~amendments~~Company ~~using~~on ~~effective~~December ~~date~~1, ~~for public entities~~2012. ~~The~~ ~~Company~~We isare currently evaluating ASU 2011-04 and have not yet determined the impact ~~ASU~~that ~~No.~~adoption ~~2010-28~~ will have on ~~the~~our financial statements.

In ~~December~~April ~~2010~~2011, the FASB issued ~~Accounting Standard Update No. 2010-29 (~~ASU ~~No. 2010~~2011-~~29)~~02, “~~Business~~Receivables ~~Combinations~~ (Topic ~~805~~310)~~.” ASU~~: ~~No.~~A ~~2010-29~~Creditor’s ~~addresses~~Determination ~~the diversity in practice about the interpretation~~ of ~~the~~Whether ~~pro~~a ~~forma~~Restructuring ~~revenue~~is ~~and~~a ~~earnings~~Troubled ~~disclosure~~Debt ~~requirements for business combinations~~Restructuring”. ~~The~~ ~~amendments~~This inamendment ~~this~~explains ~~update~~which ~~specify~~modifications ~~that~~constitute iftroubled adebt ~~public~~restructurings ~~entity~~(“TDR”). ~~presents~~Under ~~comparative~~the ~~financial~~new ~~statements~~guidance, the ~~entity~~definition ~~should disclose revenue and earnings~~ of ~~the~~a ~~combined~~troubled ~~entity~~debt asrestructuring ~~though~~remains ~~the~~essentially ~~business~~unchanged, ~~combination(s)~~and ~~that~~for ~~occurred~~a ~~during~~loan ~~the~~modification ~~current~~to ~~year~~be ~~had~~considered ~~occurred~~a asTDR, ofcertain ~~the~~basic ~~beginning~~criteria ofmust ~~the~~still ~~comparable~~be ~~prior annual reporting period only~~met. ~~The~~ ~~amendments~~For inpublic ~~this~~companies, ~~update also expand~~ the ~~supplemental~~new ~~pro~~guidance ~~forma~~is ~~disclosures~~effective ~~under~~for ~~Topic~~interim ~~805~~and toannual ~~include~~periods abeginning ~~description~~on ofor ~~the~~after ~~nature~~June ~~and~~15, ~~amount of material~~2011, ~~nonrecurring~~and ~~pro~~applies ~~forma~~retrospectively ~~adjustments directly attributable~~ to ~~the~~restructuring ~~business~~occurring ~~combination~~on ~~included~~or inafter the ~~reported~~beginning ~~pro~~of ~~forma~~the ~~revenue~~fiscal ~~and~~year ~~earnings~~of adoption. ~~The~~ ~~amendments~~ASU in2011-02 ~~this~~has ~~update~~become ~~are~~ effective ~~prospectively~~ for ~~business combinations for which~~ the ~~acquisition~~Company ~~date is~~ on orSeptember ~~after the beginning of the first annual reporting period beginning on or after December 15~~1, ~~2010~~2012. ~~Early~~ ~~adoption is permitted.~~ The Company isdoes ~~evaluating~~not ~~the~~believe ~~impact~~that ~~ASU~~the ~~No.~~guidance ~~2010-29~~ will have a material impact on ~~the~~its financial statements.

In ~~January~~December ~~2011~~2010, the FASB issued ~~Accounting Standard Update No. 2011-01 (~~ASU ~~No. 2011~~2010-~~01)~~29, “~~Receivable~~Business Combinations (Topic ~~310~~805): Disclosure of supplementary pro forma information for business combinations.” ~~The~~This ~~amendments~~update inchanges ~~this~~the ~~Update~~disclosure ~~temporarily~~of ~~delay~~pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the ~~effective~~entity ~~date~~should disclose revenue and earnings of the ~~disclosures~~combined ~~about~~entity ~~troubled~~as ~~debt~~though ~~restructurings~~the inbusiness ~~Update~~combination ~~2010-20~~that ~~for~~occurred ~~public~~during ~~entities~~the current year had occurred as of the beginning of the comparable prior annual reporting period only. ~~The~~Also, ~~delay~~the isexisting ~~intended~~supplemental pro forma disclosures were expanded to ~~allow~~include a description of the ~~Board~~nature ~~time~~and amount of material, nonrecurring pro forma adjustments directly attributable to ~~complete~~the ~~its~~business ~~deliberations~~combination onincluded ~~what~~in ~~constitutes~~the areported ~~troubled~~pro ~~debt~~forma ~~restructuring~~revenue and earnings. ~~The~~This ~~guidance~~ASU is ~~anticipated~~effective tofor befiscal ~~effective~~years ~~for~~beginning ~~interim~~after December 15, 2010, and ~~annual~~for interim periods ~~ending~~within ~~after~~those ~~June~~fiscal 15years. We are currently evaluating the impact of this ASU; however, ~~2011~~we do not expect the adoption of this ASU to have a material impact on our financial statements.

In ~~February~~December ~~2011~~2010, the FASB issued ~~Accounting~~ASU ~~Standard~~2010-28, ~~Update~~“Intangible ~~No.~~–Goodwill ~~2011-02~~and Other (~~ASU~~Topic ~~No. 2011-02~~350): ~~“Receivables~~When ~~(Topic~~to ~~310)~~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

WILLOW CREEK ENTERPRISES, INC.

(A Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the period of January 16, 2007(inception)

through ~~May~~November 3130, 2011

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.

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

NOTE 4 – MINERAL LEASES AND CLAIMS

On August 28, 2007, the Company acquired a 100% interest in numerous claims known as the Lori Mamquam Property and is located in the Vancouver Mining Division, British Columbia. The claims were purchased for $6,000 cash and have been included in general and administrative expenses. As of ~~May~~November 3130, 2011 the company has not renewed these claims and has abandoned the property.

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

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

~~NOTE~~On 5February –7, ~~STOCKHOLDERS’~~2011, ~~EQUITY~~the Company entered into that certain Minerals Lease and Agreement (the “Agreement") with MinQuest, Inc., a Nevada S Corporation ("MinQuest"), giving the Company the right to conduct mineral exploration activities on and in unpatented mining claims collectively known as the Gilman Gold Property (the “Property”), situated in Lander County, Nevada for a term of twenty (20) years (the “Term”) with the right to renew. As consideration, the Company shall pay ten thousand dollars ($10,000) (the “Base Rent”) upon execution of the Agreement, and an annual payment of the Base Rent plus any applicable annual rent increases in accordance with all of the other terms and conditions of the Agreement, for the remainder of the Term. Additionally, the Company shall be granted the subsequent right to participate in the development of minerals from the Property subject to the terms and conditions of the Agreement.

~~Between~~On ~~January~~April 1620, ~~2007~~2011, the Company entered into an Amended Minerals Lease and ~~August~~Agreement 31with MinQuest (the “Amended Agreement”) to amend certain terms and conditions of the Original Agreement including, ~~2007~~but not limited to, the ~~company~~following ~~received~~material ~~one~~changes ~~subscription~~from the Original Agreement to the Amended Agreement: i) the Term is extended from seven (7) years to twenty (20) years; ii) the ~~company’s~~payment ~~sole~~schedule ~~officer~~as ~~and~~set ~~director~~forth ~~totaling~~in paragraph 3(a) ~~cash~~is ~~proceeds~~amended to include increases for inflation each year after the Seventh Year Anniversary; iii) the Area of $Interest as set forth in paragraph 5~~,000~~ is increased to include a one mile radius surrounding the current boundaries of the Hercules Property; and iv) the ~~issuance~~list of ~~105~~Hercules Property mining claims as set forth in Schedule A is amended to include 88 claims in the aggregate. On April 20,~~000~~ 2011,~~000~~ ~~common~~the ~~shares~~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.

Between January 16, 2007 and August 31, 2007 the company received subscriptions from 45 non affiliate shareholders, totaling cash proceeds of $86,000 and the issuance of 60,199,986 common shares.

On February 23, 2010 the Company completed a 21-1 forward split of the company’s issued and outstanding common shares, bringing the total of issued common shares to 165,199,986 from 7,866,666.

On August 10, 2010 the Company Issued 2,000,000 shares of restricted common stock to the Company’s new incoming President there was no cash consideration paid for these shares and have been valued at $0.70 the trading value on the day the agreement was entered at $1,400,000.

WILLOW CREEK ENTERPRISES, INC.

(A Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the period of January 16, 2007(inception)

through ~~May~~November 3130, 2011

OnNOTE ~~September~~5 ~~21,~~– ~~2010,~~IMPAIRMENT ~~Willow~~OF ~~Creek~~LONG ~~Enterprises,~~LIVED Inc., a Delaware corporation , (the Company”) announced that it is in the process of completing a non-broker private placement, subject to market and other conditions, of $500,000 (the “Private Placement”). The Private Placement consists of 40 Units (“each unit”) offered at $12,500 per unit, with each Unit being comprised of 25,000 shares of the company’s common stock and common stock purchase warrant(for “2010 warrant”) for the purchase of 12,500 shares of the company’s common stock at $0.75 per share. ASSETS

The ~~Private~~Company ~~Placement~~periodically ~~agreements~~reviews ~~contain~~its ~~standard~~long-lived ~~representations~~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, ~~and~~pursuant ~~warranties~~to ~~and~~guidance ~~affirmative~~established in ASC “Property, Plant, and ~~negative~~Equipment". ~~covenants~~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.

NOTE 6 – STOCKHOLDERS’ EQUITY

Between January 16, 2007 and August 31, 2007 the company received one subscription from the company’s sole officer and director totaling cash proceeds of $5,000 and the issuance of 105,000,000 common shares.

Between January 16, 2007 and August 31, 2007 the company received subscriptions from 45 non-affiliate shareholders, totaling cash proceeds of $86,000 and the issuance of 60,199,986 common shares.

On February 23, 2010 the Company completed a 21-1 forward split of the company’s issued and outstanding common shares, bringing the total of issued common shares to 165,199,986 from 7,866,666.

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

On October 22, 2010 the Company retired a total of 100,000,000 common restricted shares owned by the Company’s former president.

As of November 30, 2011 the Company received a total of $151,224 as subscription proceeds for a private placement that was subsequently completed on December 16, 2010.

On December 16, 2010 the company completed a private placement for $250,000. The Private Placement consists of up to 40 Units (“each unit”) offered at $12,500 per unit, with each Unit being comprised of 100,000 shares of the company’s common stock and common stock purchase warrant(for “2010 warrant”) for the purchase of 12,500 shares of the company’s common stock at $0.1875 per share.

The Private Placement consists of up to 40 Units (“each unit”) offered at $12,500 per unit, with each Unit being comprised of 100,000 shares of the company’s common stock and common stock purchase warrant(for “2010 warrant”) for the purchase of 12,500 shares of the company’s common stock at $0.1875 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.

On ~~February~~January 1114, 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.

All ~~numbers~~share amounts have been adjusted to reflect any forward splits.

NOTE 6 - LOANS PAYABLE

As of May 31, 2011, the Company owed loans in the amount of $20,460 to an unrelated third party. The funds are non interest bearing and unsecured and do not have any specific repayment terms. Imputed interest is not considered to be material.

WILLOW CREEK ENTERPRISES, INC.

(A Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the period of January 16, 2007(inception)

through November 30, 2011

NOTE 7 - LOANS PAYABLE

As of November 30, 2011, the Company owed loans in the amount of $20,460 to an unrelated third party. The funds are non interest bearing and unsecured and do not have any specific repayment terms. Imputed interest is not considered to be material.

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

NOTE 8– SUBSEQUENT EVENTS

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

On March 22, 2012, the Company issued an unsecured ten percent (10%) Promissory Note (the “Note”) to Duke Holdings Ltd.(“Duke”) in the amount of eighty thousand US dollars ($80,000), 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.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking 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 from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	At May 31, 2011	At August 31, 2010
	At November 30, 2011	At August 31, 2011
Current Assets	$~~288,953~~10	$ -2,504
Current Liabilities	~~$ 43~~193,~~806~~339	$ 66182,~~666~~688
Working Capital (Deficit)	$245,147	$(66,666)
Working Capital	$(193,329)	$(180,184)

The decrease in our working capital at November 30, 2011 from the period ended August 31, 2011 is reflective of the current state of our business development, primarily due to our inability secure funding, which allowed for the decrease in our exploration activities and professional fees paid in connection with expenses associated with our continuing reporting obligations under the Securities and Exchange Act of 1934.

As of November 30, 2011, we had cash on hand of $10. 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.

Cash Flows

	Nine Months Ended	Nine Months Ended
	Three Months Ended	Three Months Ended
	May 31, 2011	May 31, 2010
	November 30, 2011	November 30, 2010
Cash Flows from (used in) Operating Activities	$(~~209~~7,~~872~~194)	$17(66,~~585~~320)
Cash Flows from (used in) Investing Activities	$~~(233,201)~~0	$ -(49,023)
Cash Flows from (used in) Financing Activities	$ ~~498~~4,~~825~~700	$17150,~~255~~049
Net Increase (decrease) in Cash During Period	$ 55(2,~~752~~494)	$ ~~(330)~~34,706

The increase in our working capital surplus at May 31, 2011 from the period ended May 31, 2010 is reflective of the current state of our business development, primarily due to our ability secure funding, which allowed for the increase in our exploration activities and professional fees paid in connection with expenses associated with our continuing reporting obligations under the Securities and Exchange Act of 1934.

As of May 31, 2011, we had cash on hand of $55,752. 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.

Operating Revenues

We have not generated any revenues since inception.

Operating Expenses and Net Loss

Operating expenses for the ~~period~~three months ended ~~May~~November 3130, 2011 was $46242,~~270~~812 compared with $1694,~~500~~158 for the ~~period~~three months ended ~~May~~November 3130, 2010. The increase in operating expenditures was attributed ~~our~~to ~~ability secure funding, which allowed for the increase in our exploration activities and~~ professional fees ~~paid~~ relating to the Company’s ~~filings~~filingsAnd the impairment of the Hercules Property.

Net loss for the ~~period~~three months ended ~~May~~November 3130, 2011 was $46247,~~270~~411 compared with $5294,~~741~~158 for the ~~period~~three months ended ~~May~~November 3130, 2010. The overall ~~decrease~~increase in net loss of $6153,~~471~~253 was attributed to ~~the company’s ability to obtain funding and remain current in paying for ongoing operations in conjunction with exploration activities and~~ professional services incurred with the Company’s SEC filings including accounting, audit, and legal ~~services~~servicesand the impairment of the Hercules Property.

1415

Liquidity and Capital Resources

As at ~~May~~November 3130, 2011, the Company’s cash balance was $~~55,752~~10 compared to $02,504 as at ~~May~~August 31, ~~2010~~2011. As ~~and~~at November 30, 2011, its total assets were $~~288,953~~10 compared with $0235,706 as at ~~May~~August 31, ~~2010~~2011. The ~~increase~~decrease in total assets is attributed to ~~securing funding and~~ the acquisition of ~~mining~~mineral properties inthat ~~the~~have ~~State~~been ofimpaired. ~~Nevada~~

As at ~~May~~November 3130, 2011, the Company had total liabilities of $43193,~~806~~339 compared with total liabilities of $52182,~~741~~688 as at ~~May~~August 31, ~~2010~~2011. The ~~decrease~~increase in total liabilities was attributed to ~~decreases~~increases in accounts payable ~~and accrued liabilities, as the Company did have sufficient cash to settle obligations~~.

As at ~~May~~November 3130, 2011, the Company had a working capital ~~surplus~~deficit of $11193,~~946~~329 compared with a working capital deficit of $52180,~~741~~184 as at ~~May~~August 31, ~~2010~~2011. The increase in working capital ~~surplus~~deficit was attributed to the ~~decrease~~increase in accounts payable and accrued liabilities of $32,505 due to the ~~Company~~lack ~~having~~ of sufficient cash flow to pay its obligations.

Cashflow from Operating Activities

During the ~~period~~three months ended ~~May~~November 3130, 2011, the Company used $~~209~~7,~~872~~194 of cash for operating activities compared to the use of $1766,~~585~~320 of cash for operating activities during the ~~period~~three months ended ~~May~~November 3130, 2010. The ~~increase~~decrease in cashflows used for operating activities is attributed to the fact that the Company ~~previously~~did not have sufficient cash to settle all obligations even though the Company received $~~500~~4,~~000~~700 of financing from anotes ~~private placement~~payable, of which ~~has~~the ~~been~~majority was used to settle outstanding obligations of the Company ~~and to pay for ongoing exploration activities and day to day operations~~.

Cashflow from Investing Activities

During the ~~periods~~three months ended ~~May~~November 3130, 2011 ~~and 2010, the Company~~ did not have any cash transactions related to investing activities. During the three months ended November 30, 2010, the Company had transactions related to investing activities of $49,023.

Cashflow from Financing Activities

During the ~~period~~three months ended ~~May~~November 3130, 2011, the Company received $04,700 of cash from financing activities compared to $21150,~~635~~049 for the ~~period~~three months ended ~~May~~November 3130, 2010. The decrease in ~~cash~~cashflows ~~flows~~ provided from financing activities is based on the fact that the Company ~~had previously~~ received ~~a total of~~ $~~500~~4,~~000~~700 of financing ~~via~~from ~~private~~a ~~placement~~third-party and $0 from related parties to settle outstanding obligations of the Company during the day-to-day operations as compared to $21151,~~635~~ 224 in 2010.

Quarterly Developments

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

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive ~~acquisitions and~~ 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.

Off-Balance Sheet Arrangements

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

Future Financings

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

Off-Balance Sheet Arrangements

Critical Accounting Policies

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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the 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.

Exploration Stage Enterprise

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.

Cost of Maintaining Mineral Properties

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

Mineral Property Acquisition Payments and Exploration Costs

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

We regularly perform evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of our investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.

Exploration Expenditures

We follow a policy of expensing exploration expenditures until a production decision in respect of the project and we are reasonably assured that it will receive regulatory approval to permit mining operations which may include the receipt of a legally binding project approval certificate.

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.

If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.

Our exploration activities and proposed 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.

The accumulated costs of properties that are developed in the stage of commercial production will be amortized to operations through unit-of-production depletion.

Recently Issued Accounting Pronouncements

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company adoption of provisions of ASU 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.

The Company has 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 operations

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

WeDisclosure ~~maintain~~controls ~~disclosure~~and procedures are controls and procedures, asthat ~~defined~~are designed to ensure that information required to be disclosed in ~~Rule~~our ~~13a-15(e)~~reports ~~promulgated~~filed under the ~~Securities~~ Exchange Act ofis ~~1934~~recorded, (processed, summarized and reported, within the ~~"Exchange~~time ~~Act")~~periods specified in the SEC's rules and forms. Disclosure controls and procedures include, ~~that~~without ~~are~~limitation, controls and procedures designed to ensure that information required to be disclosed by usour company in the reports that weit ~~file~~files or ~~submit~~submits under the Exchange Act is ~~recorded,~~accumulated ~~processed~~and communicated to our management, ~~summarized~~including its principal executive and ~~reported~~principal ~~within~~financial ~~the~~officers, ~~time~~or ~~periods~~persons ~~specified~~performing insimilar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the ~~Securities~~supervision and ~~Exchange~~with ~~Commission's~~the ~~rules~~participation of our Principal Executive Officer and ~~forms~~Principal Financial Officer, of the effectiveness of the design and ~~that~~operation ~~such~~of ~~information~~our isdisclosure ~~accumulated~~controls and ~~communicated~~procedures pursuant to ~~our~~Rules 13a-15(e) ~~management,~~and ~~including~~15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our ~~Chief~~Principal Executive Officer and ~~Chief~~Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of November 30, 2011, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as ~~appropriate~~an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ~~allow~~ensure ~~timely~~that ~~decisions~~all ~~regarding~~disclosures required ~~disclosure~~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.

WeChanges carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2011. Based on the evaluation of these disclosure controls and procedures, and in ~~light~~Internal ofControl ~~the material weaknesses found in our internal controls~~ over ~~financial reporting, our Chief Executive Officer and Chief~~ Financial Officer concluded that our disclosure controls and procedures were not effective. Please refer to our Annual Report on Form 10-K as filed with the SEC on December 13, 2010, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of May 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of May 31, 2011, our internal control over financial reporting is not effective based on these criteria, due to material weaknesses resulting from not having an Audit Committee or financial expert on our Board of Directors and our failure to maintain appropriate cash controls.

Changes In Internal Control and Financial Reporting

Our management 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.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1A.

RISK FACTORS

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Quarterly Issuances:

During the quarter, we did not issue any unregistered securities other than as previously disclosed.

Subsequent Issuances:

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

~~[REMOVED~~MINE ~~AND~~SAFETY ~~RESERVED]~~DISCLOSURES

Not Applicable.

ITEM 5.

OTHER INFORMATION

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

Other than the disclosure of uncertainty regarding the ability for us to continue as a going concern which was included in our accountant’s report on the financial statements for the years ended August 30, 2010 and 2009, JSWA’s reports on the financial statements of the Company for the years ended August 30, 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the two most recent fiscal years and any subsequent interim period through JSWA's termination on June 20, 2011, JSWA disclosed the uncertainty regarding the ability of the Company to continue as a going concern in its accountant’s report on the financial statements.

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

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

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

The Company provided a copy of the foregoing disclosures to JSWA prior to the date of the filing of our Current Report on Form 8-K with the SEC on June 29, 2011 and requested that JSWA furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of the letter furnished in response to that request is filed as Exhibit 16.1 to the Form 8-K filed with the SEC on June 29, 2011, and is incorporated herein by this reference.

ITEM 6.

EXHIBITS

Exhibit Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on November 15, 2007 as part of our Registration Statement on Form SB-2.
3.02	Bylaws	Filed with the SEC on November 15, 2007 as part of our Registration Statement on Form SB-2.
10.01	Employment Agreement between Willow Creek Enterprises, Inc. and Terry Fields dated August 9, 2010	Filed with the SEC on August 16, 2010 as part of our Current Report on Form 8-K.
10.02	Form of Securities Purchase Agreement	Filed with the SEC on September 22, 2010 as part of our Current Report on Form 8-K.
10.03	Form of Common Stock Purchase Warrant	Filed with the SEC on September 22, 2010 as part of our Current Report on Form 8-K.
10.04	Minerals Lease and Agreement between Willow Creek Enterprises, Inc. and MinQuest, Inc. dated October 9, 2010	Filed with the SEC on October 21, 2010 as part of our Current Report on Form 8-K.
10.05	Minerals Lease and Agreement between Willow Creek Enterprises, Inc. and MinQuest, Inc. dated November 17, 2010	Filed with the SEC on December 2, 2010 as part of our Current Report on Form 8-K.
10.06	Stock Purchase Agreement between Willow Creek Enterprises, Inc. and Duke Holdings Ltd. dated December 15, 2010	Filed with the SEC on December 16, 2010 as part of our Current Report on Form 8-K.
10.07	Stock Purchase Agreement between Willow Creek Enterprises, Inc. and Duke Holdings Ltd. dated January 11, 2011	Filed with the SEC on January 21, 2011 as part of our Current Report on Form 8-K.
10.08	Warrant between Willow Creek Enterprises, Inc. and Duke Holdings Ltd. dated January 11, 2011	Filed with the SEC on January 21, 2011 as part of our Current Report on Form 8-K.
10.09	Minerals Lease and Agreement between Willow Creek Enterprises, Inc. and MinQuest, Inc. dated February 7, 2011	Filed with the SEC on February 15, 2011 as part of our Current Report on Form 8-K.
10.10	Amended Minerals Lease and Agreement between Willow Creek Enterprises, Inc. and MinQuest, Inc. dated April 20, 2011	Filed with the SEC on April 25, 2011 as part of our Current Report on Form 8-K.
10.11	Promissory Note tobetween 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.

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

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WILLOW CREEK ENTERPRISES, INC.
Dated: July 15, 2011	By: /s/ Terry Fields
		Terry Fields
		Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer

SIGNATURES

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.


	WILLOW CREEK ENTERPRISES, INC.

Dated: June 11, 2012	By: /s/ Terry Fields
		Terry Fields
		Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary and Treasurer

In 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.

Dated: June 11, 2012

_/s/ Terry Fields_____________________________

By: Terry Fields – Director

Dated: June 11, 2012

_/s/ Larry Eastland___________________________

By: Larry Eastland – Director

Filing Compare · Willow Creek Enterprises Inc.