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EX-31 - SECTION 302 CERTIFICATION - Western Graphite Inc.ex31.txt
EX-32 - SECTION 906 CERTIFICATION - Western Graphite Inc.ex32.txt

                                  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 MARCH 31, 2011

                        Commission file number 333-140839


                         LUCKY STRIKE EXPLORATIONS INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                        4240 W. Flamingo Road, Suite 201
                               Las Vegas, NV 89103
          (Address of principal executive offices, including zip code)

                                  (702)922-2700
                     (Telephone number, including area code)

                                  Michael Noble
                        4240 W. Flamingo Road, Suite 201
                               Las Vegas, NV 89103
                                  (702)922-2700
                     (Name and Address of Agent for Service)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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 [ ]

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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,800,000 shares as of May 2, 2011

ITEM 1. FINANCIAL STATEMENTS The un-audited financial statements for the quarter ended March 31, 2011 immediately follow. 2
GEORGE STEWART, CPA 316 17TH AVENUE SOUTH SEATTLE, WASHINGTON 98144 (206) 328-8554 FAX (206) 328-0383 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Lucky Strike Explorations, Inc. I have reviewed the condensed balance sheet of Lucky Strike Explorations, Inc. (an Exploration Stage Company) as of March 31, 2011, and the related condensed statements of operations for the three months ended March 31, 2011 and 2010 and for the period from December 15, 2006 (inception) to March 31, 2011, and condensed statements of cash flows for the three months ended March 31, 2011 and 2010 and for the period from December 15, 2006 (inception) to March 31, 2011. These financial statements are the responsibility of the company's management. I conducted my review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion. Based on my review, I am not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with generally accepted accounting principles in the United States of America. I have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the balance sheet of Lucky Strike Explorations, Inc. (an Exploration Stage Company) as of December 31, 2010, and the related statements of operations, retained earnings and cash flows for the year then ended (not presented herein); and in my report dated March 9, 2011, I expressed a going concern opinion on those financial statements. In my opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 2010, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ George Stewart, CPA ------------------------------ George Stewart, CPA Seattle, Washington May 5, 2011 3
LUCKY STRIKE EXPLORATIONS, INC. (An Exploration Stage Company) Balance Sheets (Unaudited) -------------------------------------------------------------------------------- As of As of March 31, December 31, 2011 2010 -------- -------- ASSETS CURRENT ASSETS Cash $ 6,387 $ 12,542 Deposits 4,400 4,825 -------- -------- TOTAL CURRENT ASSETS 10,787 17,367 -------- -------- TOTAL ASSETS $ 10,787 $ 17,367 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts Payable $ 710 3,340 -------- -------- TOTAL CURRENT LIABILITIES 710 3,340 -------- -------- TOTAL LIABILITIES 710 3,340 -------- -------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock, ($0.001 par value, 75,000,000 shares authorized; 5,800,000 shares and shares issued and outstanding as of March 31, 2011 and December 31, 2010) 5,800 5,800 Additional paid-in capital 68,200 68,200 Deficit accumulated during exploration stage (63,923) (59,973) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 10,077 14,027 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 10,787 $ 17,367 ======== ======== See Accompanying Notes and Accountant's Report 4
LUCKY STRIKE EXPLORATIONS, INC (An Exploration Stage Company) Statements of Operations ( Unaudited) -------------------------------------------------------------------------------- December 15, 2006 Three Months Three Months (inception) Ended Ended through March 31, March 31, March 31, 2011 2010 2011 ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- ---------- ---------- ---------- TOTAL REVENUES -- -- -- OPERATING COSTS Mineral Property Expenditures -- -- 16,328 Administrative Expenses 950 963 15,030 Professional Fees 3,000 3,000 32,565 ---------- ---------- ---------- TOTAL OPERATING COSTS 3,950 3,963 63,923 ---------- ---------- ---------- NET INCOME (LOSS) $ (3,950) $ (3,963) $ (63,923) ========== ========== ========== BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,800,000 5,800,000 ========== ========== See Accompanying Notes and Accountant's Report 5
LUCKY STRIKE EXPLORATIONS, INC. (An Exploration Stage Company) Statements of Cash Flows (Unaudited) -------------------------------------------------------------------------------- December 15, 2006 Three Months Three Months (inception) Ended Ended through March 31, March 31, March 31, 2011 2010 2011 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (3,950) $ (3,963) $(63,923) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: (Increase) decrease in Deposit 425 -- (4,400) Increase (Decrease) in Accounts Payable (2,630) (1,740) 710 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (6,155) (5,703) (67,613) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of equipment -- -- -- -------- -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock -- -- 74,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 74,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (6,155) (5,703) 6,387 CASH AT BEGINNING OF PERIOD 12,542 27,140 -- -------- -------- -------- CASH AT END OF PERIOD $ 6,387 $ 21,437 $ 6,387 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Accompanying Notes and Accountant's Report 6
LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements March 31, 2011 -------------------------------------------------------------------------------- NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Lucky Strike Explorations Inc. (the Company) was incorporated under the laws of the State of Nevada on December 15, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has performed limited exploration work and is currently seeking new mining properties for exploration. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31, year-end. BASIC EARNINGS (LOSS) PER SHARE ASC No. 260, "Earnings Per Share", specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260. Basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. USE OF ESTIMATES AND ASSUMPTIONS 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 the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring. 7
LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements March 31, 2011 -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. REVENUE The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception. ADVERTISING The Company will expense its advertising when incurred. There has been no advertising since inception. RECENT ACCOUNTING PRONOUNCEMENTS The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the Company's financial statements. NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from December 15, 2006 (date of inception) to March 31, 2011 and generated a net loss of $63,923. This condition raises substantial doubt about the Company's ability to continue as a going concern. Because the Company is currently in the exploration stage and has minimal expenses, management believes that the company's current cash and cash equivalents of $10,787 is sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until they raise additional funding. 8
LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements March 31, 2011 -------------------------------------------------------------------------------- NOTE 4. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common. NOTE 5. RELATED PARTY TRANSACTIONS The officers and directors of the Company may, in the future, become involved in other business opportunities as they become available, they may face a conflict in selecting between the Company and their other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. NOTE 6. INCOME TAXES As of March 31, 2011 -------------------- Deferred tax assets: Net operating tax carryforwards $ 63,923 Tax rate 34% -------- Gross deferred tax assets 21,737 Valuation allowance (21,737) -------- Net deferred tax assets $ 0 ======== Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 7. NET OPERATING LOSSES As of March 31, 2011, the Company has a net operating loss carryforward of approximately $63,923. Net operating loss carryforwards expires twenty years from the date the loss was incurred. NOTE 8. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with ASC No. 505. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with ASC No. 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. 9
LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements March 31, 2011 -------------------------------------------------------------------------------- NOTE 8. STOCK TRANSACTIONS (CONTINUED) On December 15, 2006, the Company issued a total of 2,000,000 shares of common stock to Michael Noble for cash in the amount of $0.005 per share for a total of $10,000. On February 23, 2007, the Company issued a total of 800,000 shares of common stock to Michael Noble for cash in the amount of $0.005 per share for a total of $4,000. On April 5, 2007, the Company issued a total of 3,000,000 shares of common stock from its registered SB-2 offering to 27 shareholders at $.02 per share to raise an aggregate amount of $60,000. As of March 31, 2011 the Company had 5,800,000 shares of common stock issued and outstanding. NOTE 9. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2011: Common stock, $ 0.001 par value: 75,000,000 shares authorized; 5,800,000 shares issued and outstanding. 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this report are good faith estimates of management as of the date of this report and actual results may differ materially from historical results or our predictions of future results. RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. Our net loss from inception (December 15, 2006) through March 31, 2011 was $63,923. We incurred operating expenses of $3,950 for the three months ended March 31, 2011. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our required reports with the U.S. Securities and Exchange Commission. Operating expenses for the same period ending March 31, 2010 were $3,963. We have sold $74,000 in equity securities since inception, $14,000 from the sale of 2,800,000 shares of stock to our officer and director and $60,000 from the sale of 3,000,000 shares registered pursuant to our SB-2 Registration Statement which became effective on March 12, 2007. The following table provides selected financial data about our company for the quarter ended September 30, 2010. Balance Sheet Data: 3/31/11 ------------------- ------- Cash $ 6,387 Total assets $10,787 Total liabilities $ 710 Shareholders' equity $10,077 LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at March 31, 2011 was $6,387 with $710 in outstanding liabilities. Management believes our cash on hand is sufficient to fund our operations over the next twelve months. PLAN OF OPERATION The consulting geologist was paid $8,500 for Phase 1 of the exploration program on the claims. He completed the field work and provided the company with his recommendations. The first phase of exploration, which included detailed prospecting and soil sampling, identified a minimal number of anomalies. Management decided the results did not warrant further exploration and did not renew the claim. The company is now investigating other properties to secure for exploration or other available business opportunities to better utilize our remaining cash resources. OFF-BALANCE SHEET ARRANGEMENTS We do not have any 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 is material to investors. 11
ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 5. OTHER INFORMATION None. 12
PART II. OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31 Sec. 302 Certification of Principal Executive & Financial Officer 32 Sec. 906 Certification of Principal Executive & Financial Officer ---------- * Document is incorporated by reference and can be found in its entirety in our Registration Statement on Form SB-2, SEC File Number 333-140839, at the Securities and Exchange Commission website at www.sec.gov. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form 10-Q and authorized this report to be signed on its behalf by the undersigned, in the city of Las Vegas, state of Nevada on May 2, 2011. Lucky Strike Explorations Inc. /s/ Michael Noble ------------------------------------ By: Michael Noble (Principal Executive Officer) In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following person in the capacities and date stated. /s/ Michael Noble May 2, 2011 ----------------------------------- ----------- Michael Noble, President & Director Date (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) /s/ Christian Jean Prieur May 2, 2011 ----------------------------------- ----------- Christian Jean Prieur, Director Date 1