UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A2
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended May 31, 2010
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to _______
Commission file number: 000-53284
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LUCKY BOY SILVER CORP.
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(Exact name of registrant as specified in its charter)
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Wyoming
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26-0665441
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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5466 Canvasback Rd.,
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Blaine, Washington
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98230
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (702) 839-4029
Securities registered under Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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None
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock
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(Title of class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Act Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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 Rule 405 of Regulation S-T (§220.405 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 o No o Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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.
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Large accelerated filer o
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Accelerated filer
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
50,025,000 common shares at $0.0033* = $165,082.50 (*the opening bid of $0.0033 ($0.05 pre-split) on May 29, 2009, which is the first quotation posted on the Over-the-Counter Bulletin Board (“OTC-BB” under the symbol “LUCB”))
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 140,590,000 common shares issued and outstanding as of August 31, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable.
LUCKY BOY SIVLER, INC.
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
AND
FINANCIAL STATEMENTS
May 31, 2010 and 2009
LUCKY BOY SIVLER, INC.
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
TABLE OF CONTENTS
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Audit Report of Independent Accountants
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1 | |||
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Balance Sheets – May 31, 2010 and 2009
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3 | |||
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Statements of Operations for the years ended May 31, 2010 and 2009 and
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for the period October 19, 2006 (Inception) to May 31, 2010
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4 | |||
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Statements of Stockholder’s Equity (Deficit) for the years ended May 31, 2010 and 2009 and
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for the period October 19, 2006 (Inception) to May 31, 2010
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5 | |||
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Statements of Cash Flows for the years ended May 31, 2010 and 2009 and
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for the period October 19, 2006 (Inception) to May 31, 2010
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6 | |||
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Notes to Financial Statements
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7 | |||
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.)
We have audited the balance sheet of Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.) (an exploration stage company) as of May 31, 2009 and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended May 31, 2009. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of the Company's internal control over its financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects the financial position of the Company as of May 31, 2009 and the results of its operations, cash flows and changes in stockholders’ equity for the year ended May 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management’s plan in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Gruber & Company, LLC
Lake Saint Louis, Missouri
August 28, 2009
1
_______________________________________
SADLER, GIBB & ASSOCIATES, L.L.C.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.)
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.) as of May 31, 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.) as of May 31, 2010, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had losses from operations of $264,513 for the year ended May 31, 2010 and an accumulated deficit of $377,696 as of May 31, 2010 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Sadler, Gibb & Associates
Salt Lake City, UT
September 14, 2010
2
LUCKY BOY SIVLER, INC.
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
BALANCE SHEETS
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ASSETS
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May 31,
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May 31,
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2010
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2009
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CURRENT ASSETS
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Cash
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$ | 46,393 | $ | 5,351 | |||||
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Restricted cash
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43,500 | - | |||||||
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Total Current Assets
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89,893 | 5,351 | |||||||
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OTHER ASSETS
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Deposits
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1,200 | - | |||||||
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Mining claims, net
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57,500 | - | |||||||
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Total Other Assets
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58,700 | - | |||||||
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TOTAL ASSETS
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$ | 148,593 | $ | 5,351 | |||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ | 1,080 | $ | 3,325 | |||||
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Total Current Liabilities
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1,080 | 3,325 | |||||||
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STOCKHOLDERS' EQUITY
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Common stock, 500,000,000 shares authorized
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at par value of $0.001; 140,465,000 and 133,500,000
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shares issued and outstanding, respectively
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140,465 | 133,500 | |||||||
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Additional paid-in capital
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334,685 | (18,350 | ) | ||||||
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Stock subscription payable
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50,000 | - | |||||||
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Other comprehensive loss
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59 | 59 | |||||||
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Deficit accumulated during the exploration stage
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(377,696 | ) | (113,183 | ) | |||||
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Total Stockholders' Equity
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147,513 | 2,026 | |||||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 148,593 | $ | 5,351 | |||||
The accompanying notes are an integral part of these financial statements.
3
LUCKY BOY SIVLER, INC.
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
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From Inception
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on October 19,
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For the Year Ended
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2006 Through
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May 31,
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May 31,
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2010
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2009 |
2010
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(Unaudited)
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REVENUES
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$ | - | $ | - | $ | - | ||||||
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OPERATING EXPENSES
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Professional fees
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174,651 | 18,235 | 201,186 | |||||||||
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Exploration of resource property
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5,000 | - | 35,000 | |||||||||
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Impariment of mining claims
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57,500 | - | 57,500 | |||||||||
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General and administrative expenses
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27,362 | 32,821 | 84,010 | |||||||||
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Total Operating Expenses
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264,513 | 51,056 | 377,696 | |||||||||
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LOSS FROM OPERATIONS
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(264,513 | ) | (51,056 | ) | (377,696 | ) | ||||||
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PROVISION FOR INCOME TAXES
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- | - | - | |||||||||
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NET LOSS
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$ | (264,513 | ) | $ | (51,056 | ) | $ | (377,696 | ) | |||
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BASIC AND DILUTED LOSS PER SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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WEIGHTED AVERAGE NUMBER
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OF SHARES OUTSTANDING
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135,966,151 | 133,500,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
4
LUCKY BOY SIVLER, INC.
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the period from inception October 19, 2006 to May 31, 2010
(Unaudited)
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Deficit
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Accumulated
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Additional
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Stock
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Other
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During the
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Total
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Common Stock
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Paid-in
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Subscription
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Comprehensive
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Exploration
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Stockholders'
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Shares
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Amount
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Capital
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Payable
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Loss
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Stage
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Equity/(Deficit)
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Balance, October 19, 2006
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- | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||
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Common shares issed for cash
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103,500,000 | 103,500 | (88,500 | ) | - | - | - | 15,000 | ||||||||||||
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Currency exchange loss
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- | - | - | - | (2 | ) | - | (2 | ) | |||||||||||
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Contributed Administrative Support
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& other services rendered by officers
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- | - | 100 | - | - | - | 100 | |||||||||||||
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Net loss for the year ended
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May 31, 2007
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- | - | - | - | - | (5,816 | ) | (5,816 | ) | |||||||||||
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Balance, May 31, 2007
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103,500,000 | 103,500 | (88,400 | ) | - | (2 | ) | (5,816 | ) | 9,282 | ||||||||||
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Common shares issued for cash
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- | - | - | - | - | - | - | |||||||||||||
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Contributed Administrative Support
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& other services rendered by officers
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- | - | 50 | - | - | - | 50 | |||||||||||||
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Currency exchange gain
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- | - | - | - | 61 | - | 61 | |||||||||||||
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Net loss for the year ended
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May 31, 2008
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- | - | - | - | - | (56,311 | ) | (56,311 | ) | |||||||||||
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Balance, May 31, 2008
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103,500,000 | 103,500 | (88,350 | ) | - | 59 | (62,127 | ) | (46,918 | ) | ||||||||||
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Common shares issued for cash
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30,000,000 | 30,000 | 70,000 | - | - | - | 100,000 | |||||||||||||
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Net loss for the year ended
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May 31, 2009
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- | - | - | - | - | (51,056 | ) | (51,056 | ) | |||||||||||
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Balance, May 31, 2009
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133,500,000 | 133,500 | (18,350 | ) | - | 59 | (113,183 | ) | 2,026 | |||||||||||
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Capital contribution
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- | - | 10,000 | - | - | - | 10,000 | |||||||||||||
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Common stock issued for cash
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at $0.40 per common share
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6,375,000 | 6,375 | 163,625 | 50,000 | - | - | 220,000 | |||||||||||||
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Common stock issued for services
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440,000 | 440 | 119,560 | - | - | - | 120,000 | |||||||||||||
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Common stock issued for mining claims
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150,000 | 150 | 59,850 | - | - | - | 60,000 | |||||||||||||
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Net loss for the year ended
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May 31, 2010
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- | - | - | - | - | (264,513 | ) | (264,513 | ) | |||||||||||
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Balance, May 31, 2010
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140,465,000 | $ | 140,465 | $ | 334,685 | $ | 50,000 | $ | 59 | $ | (377,696 | ) | $ | 147,513 | ||||||
The accompanying notes are an integral part of these financial statements.
5
LUCKY BOY SIVLER, INC.
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
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From Inception
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on October 19,
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For the Year Ended
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2006 Through
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May 31,
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May 31,
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| 2010 | 2009 | 2010 | ||||||||||
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(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (264,513 | ) | $ | (51,056 | ) | $ | (377,696 | ) | |||
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Adjustments to reconcile net loss to
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net cash used in operating activities:
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Contributed services by an officer
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- | - | 150 | |||||||||
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Other comprehensive loss
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- | 59 | ||||||||||
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Common stock issued for services
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120,000 | 120,000 | ||||||||||
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Impairment of mining claims
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57,500 | 57,500 | ||||||||||
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Changes to operating assets and liabilities:
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(Increase) decrease in deposits
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(1,200 | ) | - | (1,200 | ) | |||||||
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Increase (decrease) in accounts payable
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(2,245 | ) | (10,709 | ) | 1,080 | |||||||
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Net Cash Used in Operating Activities
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(90,458 | ) | (61,765 | ) | (200,107 | ) | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchase of mining claims
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(55,000 | ) | - | (55,000 | ) | |||||||
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Net Cash Used in Operating Activities
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(55,000 | ) | - | (55,000 | ) | |||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Capital contribution
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10,000 | - | 10,000 | |||||||||
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Common stock issued for cash
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220,000 | - | 335,000 | |||||||||
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Net Cash Provided by Financing Activities
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230,000 | - | 345,000 | |||||||||
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NET INCREASE (DECREASE) IN CASH
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84,542 | (61,765 | ) | 89,893 | ||||||||
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CASH AT BEGINNING OF PERIOD
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5,351 | 67,116 | - | |||||||||
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CASH AT END OF PERIOD
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$ | 89,893 | $ | 5,351 | $ | 89,893 | ||||||
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SUPPLEMENTAL DISCLOSURES OF
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CASH FLOW INFORMATION
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CASH PAID FOR:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income Taxes
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- | - | - | |||||||||
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NON CASH FINANCING ACTIVITIES:
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Common stock issued for mining claims
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$ | 60,000 | $ | - | $ | 60,000 | ||||||
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The accompanying notes are an integral part of these financial statements.
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6
LUCKY BOY SILVER CORPORATION
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010 and 2009
NOTE 1 – NATURE OF OPERATIONS
Lucky Boy Silver Corporation formerly known as Sierra Ventures, Inc. (“the Company”) was incorporated under the laws of the State of Wyoming on October 19, 2006. On February 5, 2010 the Company filed an Amendment to Articles with the Wyoming Secretary of State and changed its name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corp.”
The Company is an “exploration stage company” as defined in the ASC Topic Accounting and Reporting by Development Stage Companies. The Company is devoting its resources to establishing the new business, and its planned operations have not yet commenced, accordingly, no revenues have been earned during the period from October 19, 2006 (date of inception) to May 31, 2010.
NOTE 2 –GOING CONCERN
The Company’s financial statements at May 31, 2010 and 2009 and for the period October 19, 2006 (inception) through May 31, 2010 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company incurred a loss of $377,696 for the period from October 19, 2006 (inception) through May 31, 2010. In addition, the Company has not generated any revenues and no revenues are anticipated until the Company begins extracting and selling gold, and there is no assurance that a commercially viable deposit exists on the mineral claims that the Company has under option. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.
Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and can’t raise it, it will either have to suspend operations until the cash is raised, or cease business entirely.
The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises.
Use of estimates
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates.
7
LUCKY BOY SILVER CORPORATION
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010 and 2009
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Concentration of credit risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit.
Functional currency
The functional currency is the United States dollar, and the financial statements are presented in United States dollars.
Reclassification of Financial Statement Accounts
Certain amounts in the May 31, 2009 financial statements have been reclassified to conform to the presentation in the May 31, 2010 financial statements.
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
The Company has established and escrow account wherein $50,000 was deposit in accordance with the mining lease entered into on January 28, 2008. These funds are to be drawn down against work done on the mineral properties including access upgrading, exploration activities and geologist expense related to completing a NI 43-101 report. The balance of this account is recorded as restricted cash on the balance sheet. As of May 31, 2010 there was $43,500 in restricted cash.
Impairment or disposal of long lived assets
In August 2001, ASC Topic, “Accounting for the Impairment or Disposal of Long-Lived Assets” was issued. It clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available.
Fair value of financial instruments and derivative financial instruments
The carrying amounts of cash and current liabilities approximate fair value due to the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of foreign exchange, commodity price, or interest rate market risks.
Mining exploration costs
In accordance with ASC Topic Accounting and Reporting by Development Stage Companies, the Company charges mineral property acquisition costs and exploration costs to operations as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. The capitalized costs will be amortized using the units-of-production method over the estimated life of the probable reserve. The beneficial owner holds the right to the claims which give him or his designated agent the right to mine and recover all of the metals contained within the surface boundaries of the lease vertically downward. In the event he was to grant another deed which is subsequently registered prior to the Company’s deed, the third party would obtain good title and the Company would have nothing.
8
LUCKY BOY SILVER CORPORATION
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010 and 2009
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock based compensation
The Company accounts for its stock-based compensation in accordance with ASC Topic “Share-Based Payment. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company did not grant any new employee options and no options were cancelled or exercised during the period October 19, 2006 through May 31, 2010. As of May 31, 2010, there were no options outstanding.
Income taxes
The Company has adopted the ASC Topic regarding, “Accounting for Income Taxes” as of inception. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Basic and diluted net loss per share
The Company computes net income (loss) per share in accordance with ASC Topic “Earnings per Share”. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. For the period October 19, 2006 through May 31, 2010, there were no potentially dilutive securities.
Recent Accounting Pronouncements
The Company has reviewed the following recently issued accounting policies and their potential effect on the financial position, results of operations, and cash flows of the Company. Management does not expect the adoption or future adoption of any of these policies to have a material effect on the financial position, results of operations, and cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
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LUCKY BOY SILVER CORPORATION
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010 and 2009
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.
In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.
In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1.
In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.
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LUCKY BOY SILVER CORPORATION
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010 and 2009
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009.
Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009.
NOTE 4 – MINING CLAIMS
On February 23, 2010 the Company entered into an agreement to purchase 38 unpatented BLM claims and two historic silver mine leases located in Mineral County, Nevada. As consideration for the purchase, the Company paid $55,000 in cash and issued 150,000 shares at $0.40 for $60,000 for a total purchase price of $115,000 of the Company’s common stock.
During May of 2010 the Company had a preliminary geology study performed to assess the potential reserves of its newly acquired claims. Based on this report and managements future expectations of additional capital expenditures and future cash flows of the claims, management determined that the carrying value of the claims be impaired to a net book value of $57,500. This resulted in the Company recognizing a $57,500 impairment charge recorded in operating expenses.
NOTE 5 – COMMON STOCK TRANSACTIONS
The Company’s authorized capital consists of 500,000,000 shares of $0.001 par value common stock. As of May 31, 2010 and 2009 there were 140,465,000 and 133,500,000 shares issued and outstanding, respectively.
On March 12, 2010 the Company’s board of directors approved a 15:1 forward stock split. This change has been retroactively applied to the Company’s statement of stockholder’s equity.
On May 17, 2010 the Company received a $50,000 payment for 125,000 shares of common stock. As of May 31, 2010, the Company had not issued these shares and has recognized a stock subscription payable for the $50,000 deposit. These shares were issued on August 28, 2010.
On February 8, 2010 the Company issued 150,000 post-split shares of its Common Stock in exchange for mineral claims. The fair value of the shares was determined based on the market price of $0.40 per share on the date of issuance.
11
LUCKY BOY SILVER CORPORATION
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010 and 2009
NOTE 5 – COMMON STOCK TRANSACTIONS (CONTINUED)
On January 27, 2010 the Company issued 5,625,000 (375,000 pre-split) shares of its Common Stock for $150,000 cash.
On January 24, 2010 the Company issued 290,000 and 150,000 (10,000 pre-split) shares of its Common Stock to officers of the Company for services provided. The fair value of the shares was determined based on the market price of $0.40 per share on the date of issuance. The Company recorded $120,000 of professional fees in conjunction with this issuance.
On January 27, 2010 the Company issued 750,000 (50,000 pre-split) shares of its Common Stock for $20,000 cash.
During April and May, 2008, the Company received $41,500 and had a subscription receivable in the amount of $8,500 for 1,000,000 (15,000,000 post-split) common shares at a price of $0.05 per share subscribed for under the Company’s SB-2. In addition, between December, 2007 and May, 2008, the selling shareholders as indicated in the SB-2 offering sold 900,000 (13,500,000 post-split) shares to a total of three new shareholders. All of the 2,900,000 (43,500,000 post-split) shares issued or resold were sold prior to the declaration of an effective date for the Company’s SB-2 registration statement filed on October 05, 2007, under our mistaken assumption that the registration statement had become effective through the passage of time. All of the subscribers have been informed of this situation.
As a result, the Company made a rescission offering to the subscribers and the selling shareholders to refund their monies with interest if so requested under an S-1 Rescission Offering registration statement. These shares of common stock were subject to rescission by the shareholder because of the Company's failure to comply with securities laws. Rescission rights for individual stockholders vary, based upon the laws of the states in which the stockholders reside. Common stock that is subject to rescission is recorded separately from stockholders' deficiency in the Company's balance sheet. As the statute of limitations expire in the respective states, such amounts are reclassified to stockholders' deficiency.
Accounting Series Release (“ASR”) No. 268 and Emerging Issues Task Force (“EITF”) Topic D-98 require that stock subject to rescission or redemption requirements outside the control of the Company to be classified outside of permanent equity. The exercise of the rescission right is at the holders’ discretion, but exercise of that right may depend in part on the fair value of the Company’s common stock, which is outside of the Company’s and the holders’ control. Consequently, common stock subject to rescission is classified as temporary equity.
On October 31, 2006 the Company received $6,000 from its founder for 6,000,000 (90,000,000 post-split) shares of the Company’s common stock subscribed for at $0.001 on October 31, 2006.
On November 30, 2006 the Company received $9,000 for 900,000 (13,500,000 post-split) shares of the Company’s common stock subscribed for at $0.01 in a private placement dated November 01, 2006.
During April and May, 2008, the Company received $100,000 for 2,000,000 (30,000,000 post-split) shares of the Company’s common stock subscribed for at a price of $0.05 per share through its SB-2 registration statement dated October 11, 2008.
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LUCKY BOY SILVER CORPORATION
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010 and 2009
NOTE 6 – INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components as of May 31, 2010 and 2009:
|
Deferred tax assets
|
May 31, 2010
|
May 31, 2009
|
||||||
|
NOL Carryover
|
$ | 78,076 | $ | 44,141 | ||||
|
Valuation allowance
|
(78,076 | ) | (44,141 | ) | ||||
|
Net Deferred Tax Asset
|
$ | - | $ | - | ||||
The components of income tax expense computed at the Company’s statutory tax rate of 39% are as follows:
|
May 31, 2010
|
May 31, 2009
|
|||||||
|
Book loss
|
$ | (103.160 | ) | $ | (19,912 | ) | ||
|
Impairment of mining claims
|
46,800 | - | ||||||
|
Common stock issued for services
|
22,425 | - | ||||||
|
Change in valuation allowance
|
33,935 | 19,912 | ||||||
|
Income Tax Expense
|
$ | - | $ | - | ||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $200,196 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. The net operating loss carryovers expire by 2030.
NOTE 7 – COMMITMENTS
The Company held an option for a 25 percent interest in the Zhangjiafan Mining Property, a gold exploration and mining property, located in Jiangxi Province, China, approximately 8 hours by aircraft and ground transportation west of Shanghai (1,000 miles). At the completion of the field work on this property, management has determined that further expenditures or issuance of stock for this property is not in the best interest of the Company and the project has been abandoned. This mineral property is without known reserves and the proposed program is explanatory in nature.
13
LUCKY BOY SILVER CORPORATION
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010 and 2009
NOTE 7 – COMMITMENTS (CONTINUED)
On March 22, 2007, as amended on May 15, 2009, the Company optioned a 25 percent interest in the Zhangjiafan Property by entering into an Option to Purchase and Royalty Agreement with Jiujiang, the beneficial owner of the property. Under the terms of the agreement, Jiujiang granted to Lucky Boy the right to acquire 25% of the right, title and interest of Jiujiang in the property, subject to its receiving annual payments and a royalty.
To date the Company advanced $30,000 for the implementation of phase I of the planned exploration program of which the field work was completed on June 4, 2009. However, management has determined that further exploration on this property is not warranted.
NOTE 8 – RELATED PARTY TRANSACTIONS
Officers contributed administrative services to the Company for most periods to May 31, 2008. The time and effort was recorded in the accompanying financial statements based on the prevailing rates for such efforts, which equaled $50 per hour based on the level of services performed. The services are reported as contributed administrative support with a corresponding entry to additional paid-in capital.
The Company issued a total of 6,000,000 (90,000,000 post-split) shares of its restricted common stock to its directors for $6,000 ($0.001 per share) as founder shares.
An officer of the Company advanced $10,000 to the Company in September, 2009 for operating capital. The officer agreed to forgive the repayment of the advance during the period ended May 31, 2010. The funds have been reported as contributed capital.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC 855 Company management reviewed all material events through September 9, 2010 and there are no material subsequent events to report.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LUCKY BOY SILVER CORP.
| /s/ Kenneth B. Liebscher |
By: Kenneth B. Liebscher
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 10, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Kenneth B. Liebscher |
By: Kenneth B. Liebscher
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 10, 2011
| /s/ Fortunato Villamagna |
By: Fortunato Villamagna
Chief Financial Officer, Secretary and Director
(Principal Financial Officer and Principal Accounting Officer)
Date: May 10, 2011
15