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EX-31.1 - SECTION 302 CERTIFICATION - National Graphite Corpexhibit31-1.htm
EX-31.2 - SECTION 302 CERTIFICATION - National Graphite Corpexhibit31-2.htm
EX-32.1 - SECTION 906 CERTIFICATION - National Graphite Corpexhibit32-1.htm
EX-32.2 - SECTION 906 CERTIFICATION - National Graphite Corpexhibit32-2.htm

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 (the “Exchange Act”)

For the quarterly period ended NOVEMBER 30, 2009

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______ to _______

Commission file number: 333-146675

SIERRA VENTURES, INC.
(Exact name of small business issuer in its charter)

Wyoming 26-0665441
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
5466 Canvasback Rd.,  
Blaine, Washington 98230
(Address of principal executive offices) (Zip Code)

Issuer’s telephone number: (702) 839-4029

1685 H Street, Number 155, Blaine, Washington 98230
(Former name, former address and former fiscal year, if changed since last report)

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 [   ]

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 [   ]

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                  [   ]
Non-accelerated filer   [   ] (Do not check if a smaller Smaller reporting company  [X]
  reporting company)  

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


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [   ]    No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest
practicable date: 8,950,000 shares of Common Stock as of January 13, 2010

ii


TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION 1
   
Item 1. Financial Statements 1
   
Item 2. Management’s Discussion and Analysis or Plan of Operation 17
   
Item 3. Quantitative and Qualitative Disclosures about Market Risk 24
   
Item 4T. Controls and Procedures 24
   
PART II – OTHER INFORMATION 24
   
Item 1. Legal Proceedings 24
   
Item 1A. Risk Factors 25
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
   
Item 3. Defaults Upon Senior Securities 28
   
Item 4. Submission of Matters to a Vote of Security Holders 28
   
Item 5. Other Information 28
   
SIGNATURES 30

iii


PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 

 

- 1 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

BALANCE SHEETS
NOVEMBER 30, 2009
(With comparative figures at November 30, 2008)

    Unaudited     Unaudited     Audited  
    November 30,     November 30,     May 31,  
    2009     2008     2009  
                   
ASSETS                  
                   
CURRENT ASSETS                  
       Cash $  3,648   $  35,524   $  5,351  
       Prepaid expenses   -     57     -  
TOTAL ASSETS   3,648     35,581     5,351  
                   
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                  
                   
CURRENT LIABILITIES                  
         Accounts payable and accrued liabilities   1,250     2,300     3,325  
                   
                 Total Current Liabilities   1,250     2,300     3,325  
                   
Common Stock subject to rescission (Note 5)   -     100,000     -  
                   
                 Total Liabilities   1,250     102,300     3,325  
                   
STOCKHOLDERS’ EQUITY (DEFICIT )                  
         Common stock - 500,000,000 shares authorized, par value   8,900     6,900     8,900  
         $0.001, 8,900,000 shares issued and outstanding                  
         Additional paid-in capital   116,250     8,250     106,250  
         Other Comprehensive Loss   59     59     59  
                   
         Deficit accumulated during the exploration stage   (122,811 )   (81,928 )   (113,183 )
                   
         Total stockholders’ equity (deficit)   2,398     (66,719 )   2,026  
                   
         Total Liabilities and Stockholders’ Equity $  3,648   $  35,581   $  5,351  

The accompanying notes are an integral part of these financial statements

- 2 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

FOR THE QUARTER and SIX MONTH PERIOD ENDED NOVEMBER 30, 2009
(With comparative figures for the period ended November 30, 2008)(Unaudited)

                            Cumulative  
                            results of  
                            operations  
    Three     Three     Six     Six     October 19,  
    Months     Months     Months     Months     2006  
    Ended     Ended     Ended     Ended     (inception)  
    November     November     November     November     to Nov. 30,  
    30, 2009     30, 2008     30, 2009     30, 2008     2009  
                               
EXPENSES                              
                               
Professional fees $  1,118   $  1,337   $  2,603   $  3,637   $  29,137  
Communications   -     2,513     -     4,593     16,599  
Office   3,382     1,873     3,879     4,580     19,647  
Travel, entertainment & public relations   -     150     828     2,992     12,429  
Exploration of resource property   -     -     -     -     30,000  
Transfer agent   400     -     1,000     4,000     6,060  
Registration & filing fees   1,319     -     1,319     -     8,789  
Contributed administrative support (note 2)   -     -     -     -     150  
                               
Total expenses   6,219     5,873     (9,629 )   19,802     122,811  
                               
NET LOSS FOR THE PERIOD   (6,219 )   (5,873 )   (9,629 )   (19,802 )   (122,811 )
                               
BASIC AND DILUTED LOSS PER                              
       COMMON SHARE $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.00 )      
                               
WEIGHTED AVERAGE NUMBER OF                              
       BASIC AND DILUTED COMMON                              
       SHARES OUTSTANDING   8,900,000     6,900,000     8,900,000     6,900,000        

The accompanying notes are an integral part of these financial statements

- 3 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

INTERIM STATEMENT OF STOCK HOLDERS’ EQUITY (DEFICIT)
Cumulative from inception October 19, 2006 to November 30, 2009
(Unaudited)

                            Deficit        
                            Accumulated        
                Additional     Other     During the        
    (Note 4)     Paid-in     Comprehensive     Exploration        
    Common Stock     Capital     Loss     Stage     Total  
    Number of                                
    shares o/s     Amount                          
                                     
Common Shares issued for cash   6,900,000   $  6,900   $  8,100   $  -   $  -     15,000  
                                     
Currency Exchange Loss   -     -     -     (2 )   -     (2 )
                                     
Contributed Administrative Support&                                    
other services rendered by officers   -     -     100     -     -     100  
                                     
Net loss for the year ended                                    
     May 31, 2007   -     -           -     (5,816 )   (5,816 )
Balance, Year End, May 31, 2007   6,900,000     6,900     8,200     (2 )   (5,816 )   9,282  
                                     
Common shares issued for cash   -     -     -     -     -     -  
                                     
Contributed Administrative Support &                                    
other services rendered by officers   -     -     50     -     -     50  
                                     
Currency exchange gain   -     -     -     61     -     61  
                                     
Net loss for the year ended                                    
     May 31, 2008   -     -     -     -     (56,311 )   (56,311 )
Balance, May 31, 2008   6,900,000     6,900     8,250     59     (62,127 )   (46,918 )
                                     
Common shares issued for cash   2,000,000     2,000     98,000     -     -     100,000  
                                     
Net loss for the year ended                                    
     May 31, 2009   -     -     -     -     (51,056 )   (51,056 )
Balance, May 31, 2009   8,900,000     8,900     106,250     59     (113,183 )   2,026  
                                     
Capital contribution   -     -     10,000     -     -     10,000  
                                     
Net loss for the six month period                                    
ended November 30, 2009   -     -     -     -     (9,629 )   (9,629 )
Balance, November 30, 2009   8,900,000   $  8,900   $  116,250   $  59   $  (122,811 ) $  2,398  

The accompanying notes are an integral part of these financial statements

- 4 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS
FOR THE QUARTER AND SIX MONTH PERIOD ENDED NOVEMBER 30, 2009
(With comparative figures for the period ended November 30, 2008)
Unaudited

                            Cumulative  
                            results of  
                            operations  
    Three     Three                 from October  
    Months     Months     Six Months     Six Months     19, 2006  
    Ended     Ended     Ended     Ended     (inception) to  
    November     November     November     November     November  
    30, 2009     30, 2008     30, 2009     30, 2008     30, 2009  
                               
CASH FLOWS FROM OPERATING ACTIVITIES                              
     Net loss for the period $  (6,219 ) $  (5,873 ) $  (9,629 )   (19,802 ) $  (122,811 )
     Adjustments to reconcile net loss to net cash                              
     provided by operating activities                              
           - contributed services by an officer (note 2)   -     -     -     -     150  
           - other comprehensive loss   -     -     -     -     59  
     Changes in operating assets and liabilities                              
           Increase in prepaid expenses         (57 )         (57 )      
           Increase (decrease) in accounts payable and   (3,750 )   (4,135 )   (2,075 )   (11,734 )   1,250  
           accrued liabilities                              
                               
NET CASH PROVIDED IN OPERATING   (9,969 )   (10,065 )   (11,704 )   (31,593 )   (121,352 )
ACTIVITIES                              
                               
CASH FLOWS FROM FINANCING ACTIVITIES                              
     Capital contribution   10,000           10,000           10,000  
     Proceeds from issuance of common stock   -     -     -     -     115,000  
     Proceeds from issuance of common stock subject to   -     -     -     -     -  
     rescission                              
                               
NET CASH PROVIDED BY FINANCING   -     -     10,000     -     125,000  
ACTIVITIES                              
                               
NET INCREASE (DECREASE) IN CASH   31     (10,065 )   (1,704 )   (31,593 )   3,648  
                               
CASH, BEGINNING OF PERIOD   3,616     45,588     5,351     67,116     -  
                               
CASH, END OF PERIOD $  3,648   $  35,524     3,648     35,524     3,648  
                               
Non-cash financing activities                              
           Paid in capital from contributed services   -     50     -     50     150  

The accompanying notes are an integral part of these financial statements

- 5 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

Note 1 – Nature of Operations

Sierra Ventures, Inc. (“the Company”) was incorporated under the laws of the State of Wyoming on October 19, 2006. The Company is a start-up, exploration stage corporation which has an option agreement (“Option to Purchase and Royalty Agreement) with Jiujiang Gao Feng Mining Industry Limited Company granting the Company the exclusive right and option to acquire 25% of the right, title and interest in the Zhangjiafan Gold Mining property situated in Dexing City, Jiangxi Province, China .

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 November 30, 2009.

Note 2 – Basis of Presentation and Going Concern

The condensed financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period October 19, 2006 (inception) through May 31, 2009 as filed in its Form 10K and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises.

The functional currency is the United States dollar, and the financial statements are presented in United States dollars.

The Company’s financial statements at November 30, 2009 and for the period October 19, 2006 (inception) through November 30, 2009 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 $122,811 for the period from October 19, 2006 (inception) through November 30, 2009. In addition, the Company has not generated any revenues and no revenues are anticipated until we begin removing and selling gold, and there is no assurance that a commercially viable deposit exists on the mineral claims that we may have under option. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

Management’s plans 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.


SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

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

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.

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 were 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.

Reclamation costs

Exploration of mineral resources in China is governed by the Mineral Resources Law of 1986, as amended on January 1, 1997, and the Implementation Rules for the Mineral Resources Law, effective March 26, 1994. On February 12, 1998, the State Council issued three sets of regulations, which, together with the mineral resources law and implementation rules are referred to as the “Mineral Resources Law”. The regulations are (i) Regulation for Registering to Explore Mineral Resources Using the Block System; (ii) Regulation for Registering to Mine Mineral Resources; and (iii) Regulation for Transferring Exploration and Exploration Rights.

The basis laws and policies for environmental protection in China are the Environmental Protection Law, the Environmental Impact Assessment Law and the Mineral Resources Law. The State Administration of Environmental Protection and its provincial counterparts are responsible for the supervision, implementation and enforcement of environmental protection laws and regulations. Provincial governments also have the power to issue implementing rules and policies in relation to environmental protection in their respective jurisdictions. Applicants for exploration rights must submit environmental impact assessments and those projects that fail to meet environmental protection standards will not be granted licenses.

After exploration, the licensee must perform water and soil maintenance and take steps towards environmental protection. After the exploration rights have expired or the concessionaire stops mining during the permit period and the mineral resources have not been fully developed, the concessionaire must perform water and soil maintenance, land recovery and environmental protection in compliance with the original development scheme, or must pay the costs of land recovery and environmental protection. After closing, the mining enterprises shall perform water and soil maintenance, land recovery and environmental protection in compliance with mine closure approval reports, or must pay the costs of land recovery and environmental protection.

- 7 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

Penalties for breaching the Environmental Protection Law include a warning, payment of a penalty calculated on the damage incurred, or payment of a fine. When an entity fails to adopt preventative measures or control facilities that meet the requirements of the enacted environmental protection standards, it is subject to suspension of production or operations and for payment of a fine. Material violations of environmental laws and regulations causing property damage or casualties may result in criminal liabilities.

It is difficult to estimate the full costs of the compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until the Company starts operations. The Company will record a liability for the estimated costs to reclaim the mined land by recording charges to production costs for each unit of gold mined over the life of the mine. The amount to be charged will be based on management’s estimate of reclamation costs to be incurred. The accrued liability will be reduced as reclamation expenditures are made. Certain reclamation work will be performed concurrently with mining and these expenditures are charged to operations as incurred.

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.

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.

Income taxes

The Company has adopted ASC Topic (Accounting Standards Codification) 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 (inception) through November 30, 2009, there were no potential dilutive securities.

- 8 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

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

Special purpose entities

The Company does not have any off-balance sheet financing activities.

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.

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 November 30, 2009. As of November 30, 2009, there were no options outstanding.

Business segments

ASC Topic “Disclosures About Segments of an Enterprise and Related Information” establishes standards for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. The Company has evaluated its requirements of, and has determined that it is not applicable.

Start-up expenses

The Company has adopted ASC Topic “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 October 19, 2006 (date of inception) through November 30, 2009.

Foreign currency translation

The Company’s functional and reporting currency is the United States dollar. The financial statements of the Company are translated to United States dollars in accordance with ASC Topic “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

- 9 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

Recently issued accounting pronouncements

Effective June 30, 2009, the Company adopted a new accounting standard related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company’s financial statements.

In December 2007, ASC Topic “Business Combinations” was issued. The objective of this statement will significantly change the accounting for business combinations. An acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition date fair value with limited exceptions. This topic applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. The Company does not expect the adoption of this topic to have a material impact on the consolidated financial statements.

In December 2007, ASC Topic “Non-controlling Interests in Consolidated Financial Statements-An Amendment of ARB No. 51” was issued. The objective of this topic is to establish new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2009. The Company does not expect the adoption of this topic to have a material impact on the consolidated financial statements.

In March 2008, ASC Topic “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133”, was issued which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under this topic and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. The Company does not expect the adoption of this topic to have a material impact on the consolidated financial statements.

In May 2008, ASC Topic “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60” was issued. The scope of the topic is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2009. The Company does not believe this pronouncement will impact its financial statements.

In April 2009, ASC Topic “Determining Fair Values When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” was issued .This topic provides guidance on (1) estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly declined and (2) identifying transactions that are not orderly. This topic is effective prospectively beginning April 1, 2009. The adoption of this topic did not have a material impact on the Company's consolidated results of operations or financial condition.

- 10 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

In April 2009, ASC Topic “Recognition and Presentation of Other-Than-Temporary Impairments” was issued. This topic modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing impairment model for such securities. The topic also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the topic, impairment of debt securities will be considered other-than-temporary if an entity (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security's entire amortized cost basis (even if the entity does not intend to sell). The topic further indicates that, depending on which of the above factor(s) causes the impairment to be considered other-than-temporary, (1) the entire shortfall of the security's fair value versus its amortized cost basis or (2) only the credit loss portion would be recognized in earnings while the remaining shortfall (if any) would be recorded in other comprehensive income. The topic requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative-effect adjustment potentially reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption from retained earnings to accumulated other comprehensive income. This pronouncement is effective April 1, 2009. The adoption of this standard did not have a material impact on the Company's consolidated results of operations or financial condition.

In April 2009, ASC Topic , “Interim Disclosures about Fair Value of Financial Instruments” was issued. This topic essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the topic requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments.

In May 2009, ASC Topic “Subsection Events” was issued. It provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The topic also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. The topic is effective for interim and annual periods ending after June 15, 2009, and accordingly, the Company adopted this pronouncement during the second quarter of 2009. SFAS 165 requires that public entities evaluate subsequent events through the date that the financial statements are issued. Subsequent events were reviewed through January 11, 2010 the date the financial statements were issued. See note 10 for events occurring subsequent to November 30, 2009 through January 11, 2010.

In June 2009, ASC Topic, “Accounting for Transfers of Financial Assets – an Amendment of FASB Statement No. 140” was issued. It requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. The topic eliminates the concept of a "qualifying special-purpose entity," changes the requirements for derecognizing financial assets and requires additional disclosures. The topic is effective for fiscal years beginning after November 15, 2009. The Company has not completed its assessment of the impact SFAS 166 will have on its financial condition, results of operations or cash flows.

In June 2009, ASC Topic, “Amendments to FASB interpretation No. 46(R)” which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated was issued. This topic clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. This topic requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. This topic also requires additional disclosures about a company's involvement in variable interest entities and any significant changes in risk exposure due to that involvement. The topic is effective for fiscal years beginning after November 15, 2009. The Company has not completed its assessment of the impact it will have on its financial condition, results of operations or cash flows.

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SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

In June 2009, ASC Topic “The FASB Accounting Standards Codification(TM) and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162” was issued. This Standard establishes the FASB Accounting Standards Codification(TM) (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with US GAAP. The Codification does not change current US GAAP, but is intended to simplify user access to all authoritative US GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Codification is effective in the second quarter of the year ending May 31, 2010, and accordingly, the Quarterly Report on Form 10-Q for the quarter ending November 30, 2009 and all subsequent public filings will reference the Codification as the sole source of authoritative literature.

Recently Issued Accounting Standards

In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

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SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

Note 4 – Common stock transactions

Activity for the period October 19, 2006 (date of inception) to May 31, 2009

On October 31, 2006 the Company received $6,000 from it’s founder for 6,000,000 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 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 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. See also Note 5.

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 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 shares to a total of three new shareholders. All of the 2,900,000 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.

Activity for the period June 01, 2009 to November 30, 2009

No shares have been issued

Note 5 – Common Stock Subject to Rescission

In January 2009 under an S-1 rescission offering registration statement revised to April 3, 2009 the Company offered to rescind a total of 2,900,000 shares of common stock issued or sold by the selling shareholders under its October, 2007 SB-2 registration statement. These shares represented all of the SB-2 shares the Company issued (2,000,000) and the shares (900,000) sold by the selling shareholders for which a purchaser could claim a rescission right. The rescission offer was intended to address the Company’s rescission liability relating to its federal and state securities laws compliance issues by allowing the holders of the shares covered by the rescission offer to rescind the underlying securities transactions and sell those securities back to the Company or recover damages, as the case may be. The rescission statement became effective on April 13, 2009, and closed on May 14, 2009, with no shareholder accepting the offering, i.e., tendering their shares for repurchase. As of the date of this report, Sierra has 8,900,000 shares of common stock issued and outstanding.

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SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

Note 6 – Commitments

Under the terms of the Option to Purchase and Royalty Agreement, discussed in Note 1, the Company must incur exploration expenditures on the property in the minimum amount of $20,000 on or before May 31, 2009 (paid; analysis of the work and an engineering report are pending) and an additional $40,000 for aggregate minimum exploration expenses of $60,000 on or before May 31, 2010. The Company will issue 1,000,000 shares of common stock to Jiujiang Gao Feng Mining Industry Limited Company (“Jiujiang”) upon completion of a phase I exploration program as authored by a competent geologist. The Company will pay to Jiujiang an annual royalty equal to three percent (3%) of net smelter returns. Upon exercise of the option the Company agrees to pay Jiujiang commencing May 31, 2011 $25,000 per annum as prepayment of the Net Smelter Royalty for as long as the Company or its permitted assigns hold any interest in the Property. Failure to make the required annual payment will terminate the agreement. If the results of Phase 1 are unfavorable, the Company will terminate the option agreement and will not be obligated to make any subsequent payments,

Sierra has the right to acquire an additional 26% of the right, title and interest in the property by the payment of $25,000 and by incurring an additional $100,000 in exploration expenditures on the property on or before May 31, 2012.

The agreement and Option will expire on May 31, 2010, if the Company has not incurred exploration expenditures totaling a minimum of $60,000 on the Property. In addition, the option will terminate on May 31, 2011, and each succeeding May 31, if the Company has not paid Jiujiang $25,000 on or before that date.

Note 7 – Income taxes

The Company has losses carried forward for income tax purposes. There are no current or deferred income tax expenses for the period October 19, 2006 through November 30, 2009 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. Realization of the future tax benefits related to the deferred tax assets is dependent on the Company’s ability to generate taxable income within the net operating loss carry-forward period.

Note 8 – Certain significant risks and uncertainties

The Company is subject to the consideration and risks of operating in the PRC. The economy of PRC differs significantly from the economies of the "western" industrialized nations in such respects as structure, level of development, gross national product, growth rate, capital reinvestment, resource allocation, self-sufficiency, rate of inflation and balance of payments position, among others. Only recently has the PRC government encouraged substantial private economic activities. The Chinese economy has experienced significant growth in the past several years, but such growth has been uneven among various sectors of the economy and geographic regions. Actions by the PRC government to control inflation have significantly restrained economic expansion in the recent past. Similar actions by the PRC government in the future could have a significant adverse effect on economic conditions in PRC.

- 14 -


SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

Many laws and regulations dealing with economic matters in general and foreign investment in particular have been enacted in the PRC. However, the PRC still does not have a comprehensive system of laws, and enforcement of existing laws may be uncertain and sporadic.

The Company's primary sources of revenues and cash flows will be derived from its business operations in the PRC. The PRC economy has, for many years, been a centrally-planned economy, operating on the basis of annual, five-year and ten-year state plans adopted by central PRC governmental authorities, which set out national production and development targets. The PRC government has been pursuing economic reforms since it first adopted its "open-door" policy in 1978. There is no assurance that the PRC government will continue to pursue economic reforms or that there will not be any significant change in its economic or other policies, particularly in the event of any change in the political leadership of, or the political, economic or social conditions in, the PRC. There is also no assurance that the Company will not be adversely affected by any such change in governmental policies or any unfavorable change in the political, economic or social conditions, the laws or regulations, or the rate or method of taxation in the PRC.

As many of the economic reforms which have been or are being implemented by the PRC government are unprecedented or experimental, they may be subject to adjustment or refinement, which may have adverse effects on the Company. Further, through state plans and other economic and fiscal measures such as the leverage of exchange rate, it remains possible for the PRC government to exert significant influence on the PRC economy.

Note 9 – 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 shares of its restricted common stock to its directors for $6,000 ($0.001 per share) as founder shares. (Note 4).

An officer of the Company advanced $10,000 to the Company in September, 2009 for operating capital. As part of the sale of the Corporation, the officer agreed to forgive the repayment of the advance. The funds have been reported as additional paid-in capital

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SIERRA VENTURES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
November 30, 2009 - Unaudited

Note 10 – Subsequent Events

On December 11, 2009, Mr. Ken Liebscher purchased 6,000,000 shares of common stock from Ian Jackson, our sole director and officer. The purchase price of the shares was $200,000, which was paid in cash by the personal funds of Mr. Liebscher. Ken Liebscher now owns 6,000,000 of our shares of common stock, which is 67.4% of our issued and outstanding shares of common stock as of December 11, 2009.

On December 14, 2009, Ian Jackson resigned as our President, Chief Executive Officer, Chief Financial Officer and Secretary. As a result of the resignation, we appointed Ken Liebscher as our President, Chief Executive Officer, Chief Financial Officer, Secretary and to the board of directors. There was no disagreement between Mr. Jackson and our company’s policies or procedures and Mr. Jackson remains on our board of directors.

Effective December 29, 2009, we entered into subscription agreements with two offshore investors whereby we issued an aggregate of 50,000 shares of common stock, at a purchase price of $0.40 per share, in a non-brokered private placement. The offer and sale of the shares occurred outside of the United States.

Effective January 5, 2010, Ian Jackson resigned from our board of directors and Dr. Fortunato Villamagna was appointed to our board of directors and as an executive officer. Dr. Villamagna will serve as Secretary and CFO of the Company.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These forward-looking statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in Item 1A. Risk Factors on page 25, that may cause our or our industry's 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 these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

GENERAL INFORMATION

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, and “Sierra” mean Sierra Ventures, Inc., unless otherwise indicated.

Sierra is an exploration stage company. There is no assurance that commercially viable mineral deposits exist on the mineral property that we have under option. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the claim is determined.

FOREIGN CURRENCY AND EXCHANGE RATES

Dollar costs of Sierra’s property acquisition and planned exploration costs are in Chinese Yuan also known as Renminbi (RMB). For purposes of consistency and to express United States Dollars throughout this report, Chinese currency has been converted into United States currency at the rate of US 1.00 being approximately equal to RMB 7.50 or RMB 1.00 being approximately equal to US 0.13 which is the approximate average exchange rate during recent months and which is consistent with the incorporated financial statements.

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING NOVEMBER 30, 2009, SHOULD BE READ IN CONJUNCTION WITH THE CORPORATION’S FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q AND IN OUR ANNUAL REPORT FILED ON FORM 10-K.

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Overview

We were incorporated in the State of Wyoming on October 19, 2006, as Sierra Ventures, Inc. and established a fiscal year end of May 31. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our business office is located at 5466 Canvasback Rd., No. 155, Blaine, Washington 98230; telephone (702-839-4029). There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We are a start-up, exploration stage company engaged in the search for gold and related minerals. There is no assurance that a commercially viable mineral deposit, a reserve, exists on our claim or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.

On March 22, 2007, as amended May 15, 2009, we optioned a 25% interest in a gold exploration and mining property referred to as the Zhangjiafan Mining Property located in Jiangxi Province, China by entering into an Option To Purchase And Royalty Agreement with Jiujiang Gao Feng Mining Industry Limited Company of Jiangxi City, Jiangxi Province, the beneficial owner of the property. The option allows us to acquire an interest in the property by making certain expenditures and carrying out exploration work. Under the terms of the agreement, Jiujiang granted to Sierra 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, in accordance with the terms of the agreement.

Work commenced on the phase I exploration program on our optioned Zhangjiafan mineral property on April 27 and concluded on June 04, 2009. Our portion of the phase I geological exploration program on the property cost $30,000 (paid) (25% of the totally budgeted cost of $120,000) which was a reflection of local costs for the specified type of work. Phase I will require up to three months for analysis, evaluation of the work completed and the preparation of a report. Costs for phase I were made up of wages, fees, geological and geochemical supplies, assaying, equipment, diamond drilling and costs of operation. We will assess the results of this program upon receipt of an appropriate engineering or geological report.

Gao Fenglin, Senior Engineer, Jiangxi Geological Engineering Group Company, Jiujiang Branch, authored the “Report of Exploration at the Zhangjiafan Gold Property” dated March 23, 2007, in which his firm recommended a two-phase exploration program to properly evaluate the potential of the property. Gao Fenglin graduated from Gan-Zhou Geosciences Institute with the educational equivalency of a U.S. designated geological engineer and has practiced as an exploration geologist for over 20 years.

The reader of this Report is directed to our Form 10-K Report for May 31, 2009, dated September 8, 2009, and our S-1 registration statement dated February 27, 2009 for further discussion of the property, mineral exploration in China, geology and other background information on the optioned property.

Our Proposed Exploration Program – Plan of Operation

Our business plan is to proceed with the initial exploration of the Zhangjiafan property to determine if there are commercially exploitable deposits of gold and silver. We retained the services of the Jiujiang Geological Engineering Group Company and Gao Fenglin to complete the first phase of the work program and to complete and assess the results of the program. Upon receipt of that report we will be in a position to review the work completed and to properly evaluate the potential of the property and to determine if gold exists on the property and if any gold which is found can be economically extracted & profitably processed.

We do not claim to have any ores or reserves whatsoever at this time on our optioned property.

Phase I Exploration Program

We have now completed the field work associated with the first phase of the exploration plan; we do not expect to receive the results of the work and a report on the phase I efforts until later this year. If our initial exploration efforts are favorable we intend to proceed with longer term exploration.

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Initially, we ran a grid over the entire property and reviewed maps of the results of past reported geological and geochemical programs correlating all past information to our grid; then we completed a geological survey to evaluate certain specific targets previously identified. Phase 1 established a base line grid with 25-meter stations and cross lines run every 50 meters for 100 meters each side of the baseline and related previous ground and airborne electromagnetic surveys over the grid. Samples taken from various locations were tested for traces of gold, silver, lead, copper, zinc, iron and other metals; however, our primary focus was the search for gold. The geologists will now compare relative concentrations of gold, silver, lead and other indicator metals in samples recovered so the results from different samples can be compared in a more precise manner and plotted on a map to evaluate their significance.

Phase II will not be carried out until 2010 or 2011 and will be contingent upon favorable results from phase I and specific recommendations in the resulting report. Specifics of the work to be carried out have not yet been determined and will be delineated as recommendations in the reporting of the results of phase I. The second phase may require up to six weeks work and may cost up to $200,000 in total (Sierra’s portion being $50,000) comprised of wages, fees, camp, equipment rental, trenching, diamond drilling, assays and related. Four months may be required for analysis and the preparation of a report and evaluation on the work accomplished.

Employees

Initially, we intend to use the services of subcontractors for manual labor exploration work and an engineer or geologist to manage the exploration program. Our only employee had been Ian Jackson our senior officer and director, but he is no longer an employee. In regards to phase I of the planned exploration program, we have retained Gao Fenglin as senior geological consultant.

At November 30, 2009 we had no employees, other than our directors and officers and there are no current employment agreements in place. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to employees. On December 14, 2009, Kenneth B. Liebscher agreed to join the Board of Directors and became our new President and CEO and Ian Jackson resigned as an executive officer. On January 5, 2010, Ian Jackson tendered his resignation as a Director of our company. On January 5, 2010, Dr. Fortunato Villamagna agreed to join the Board of Directors and will serve as our Secretary, Treasurer and CFO.

Offices

Our offices are located at 5466 Canvasback Rd., Blaine, Washington 98230. Currently, these facilities are provided to us by Ken Liebscher, a director and officer, without charge, but such arrangement may be cancelled at anytime without notice. Specific direct expenses incurred such as telephone and secretarial services are charged back to Sierra at cost.

Risks

At present we do not know if the claims contain commercially exploitable reserves of gold or any other valuable mineral. Additionally, the proposed expenditures to be made by us in the exploration of the claims may not result in the discovery of commercial quantities of ore. Problems such as unusual or unexpected formations and other unanticipated conditions can be encountered in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

In order to complete future phases of our proposed exploration program we will need to raise additional funding. Even if the first phase of our exploration program is deemed to be successful there is no guarantee that we will be able to raise any additional capital in order to finance future phases.

The Vendor holds the mining rights to the claims which thereby gives him or his designated agent, the rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward. In the event it were to grant another deed which is subsequently registered prior to our deed, the third party would obtain good title and we would have nothing.

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Jiujiang has granted an option to Sierra to allow us to explore, mine and recover any minerals on the claims. As with the preceding, if it were to grant an option to another party, that party would be able to enter the claims, carry out certain work commitments and earn right and title to the claims; we would have little recourse as we would be harmed, would not own any claims and would have to cease operations. However, in either event, Jiujiang would be liable to us for monetary damages for breach of the agreement. The extent of that liability would be for our out of pocket costs for expenditures on the claims, if any, in addition to any lost opportunity costs if the claims proved to be of value in the future. The agreement does not specifically reference these risks or the recourse. Although we would have recourse against the vendor in the situations described, there is a question as to whether that recourse would have specific value.

Finally, even if our exploration program is successful we may not be able to obtain commercial production. If our exploration is successful and commercial quantities of ore are discovered we will require a significant amount of additional funds to place the claims into commercial production.

Results of Operations

Sierra was incorporated on October 19, 2006; comparative periods for the three months ended November 30, 2009, November 30, 2008, and October 19, 2006 (inception), through November 30, 2009, are presented in the following discussion.

Since inception, we have used our common stock to raise money for our optioned acquisition and for corporate expenses. Net cash provided by financing activities (less offering costs) from inception on October 19, 2006, to November 30, 2009, was $115,000 as proceeds received from sales of our common stock. On December 18, 2009 we sold 50,000 shares of its common stock at a price of $0.40 per share with proceeds of $20,000.

Revenues

We did not generate any revenues from operations for the quarter ended November 30, 2009, nor for the similar quarter in 2008. To date, we have not generated any revenues from our exploration business.

Expenses

The table below shows our operating results for the three month and six month periods ended November 30, 2009 and 2008.




Three Months
Ended
November 30,
2009
Three Months
Ended
November 30,
2008
Six Months
Ended
November 30,
2009
Six Months
Ended
November 30,
2008
Professional fees $1,118 $1,337 $2,603 $3,637
Communications - 2,513 - 4,593
Office 3,382 1,873 3,879 4,580
Travel, entertainment & public relations - 150 828 2,992
Exploration of resource property - - - -
Transfer agent 400 - 1,000 4,000
Registration & filing fees 1,319 - 1,319 -
Contributed administrative support (note 2) - - - -
Total expenses $6,219 $5,873 $(9,629) $19,802

Costs have and will vary from quarter to quarter based on the level of corporate activity, exploration operations and capital raising. Costs in the most recently completed quarter decreased relative to the similar period last year as we were relatively inactive while we awaited the results of the first phase of exploration on our optioned mineral property. These costs can be subdivided into the following categories:

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PROFESSIONAL FEES: Sierra incurred $1,118 in professional fees for the quarter ended on November 30, 2009, and $1,337 for the comparative period last year. From inception to October 19, 2006, we have incurred $29,137 in professional fees mainly on legal and accounting matters. This cost category varies depending on legal and accounting requirements.

COMMUNICATIONS EXPENSES: No communications costs were incurred in the most recent quarter which ended on November 30, 2009, while $2,513 was incurred for the comparative period last year. For the period October 19, 2006 (inception), through November 30, 2009, a total of $16,599 has been spent on communication costs related to our business. Communications costs dropped in the quarter under review as a result of reduced activity and communications with persons, representatives and corporations in China.

OFFICE EXPENSES: $3,382 in office costs were incurred in the most recent quarter which ended on November 30, 2009, while $1,873 was incurred during the comparative period last year. For the period October 19, 2006 (inception), through November 30, 2009, a total of $19,647 has been spent on office related expenses which are mostly comprised of facsimile, courier, photocopy, postage and other general office expenses and services.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: No travel, entertainment and meal costs were incurred in the most recent quarter which ended on November 30, 2009, and $150 was incurred for the comparative period last year. For the period October 19, 2006 (inception), through November 30, 2009, a total of $12,429 has been spent on this category.

EXPLORATION OF RESOURCE PROPERTIES: We did not spend anything on the exploration of our resource property for the quarters ended November 30, 2009, or 2008. A total of $30,000 has been incurred from inception on October 19, 2006 to November 30, 2009 for this expense item. This category will vary depending on our exploration activities and acquisitions.

TRANSFER AGENT FEES AND RELATED EXPENSES: $400 was paid to our transfer agent in the quarter. No such expense was incurred for the similar quarter in 2008. A total of $6,060 has been incurred from inception on October 19, 2006, to November 30, 2009, for transfer agent fees and related expenses.

REGISTRATION AND FILING FEES: $1,319 was paid to regulatory authorities in the quarter with respect to two filings. No such expense was incurred for the similar quarter in 2008. A total of $8,789 has been incurred from inception on October 19, 2006, to November 30, 2009, for registration and filing fees.

CONTRIBUTED EXPENSES: No contributed expenses (for contributed administrative costs) were incurred for the quarters ended November 30, 2009, and 2008. A total of $150 has been incurred from inception on October 19, 2006, to November 30, 2009. All contributed expenses are reported as contributed costs with a corresponding credit to additional paid-in capital.

Sierra continues to carefully control its expenses and overall costs as it moves its business development plan forward. Sierra does not have any employees and engages personnel through outside consulting contracts or agreements or other such arrangements, including for legal, accounting and technical consultants.

Plan of Operation and Anticipated Cash Requirements

Sierra believes we cannot satisfy our cash requirements for the current fiscal year end of May 31, 2010 with available cash on hand and will have to seek additional financing immediately.

For the balance of the current fiscal year to May 31, 2010, upon receipt of the engineering report on evaluation of the phase I work program on our optioned mineral property, we will concentrate our efforts on the review of the report and securing additional financing to be able to carry out our business plan. Following industry trends and demands, we are also considering the acquisition of other properties and projects of merit. In either situation, we will try to raise the funds required from a new public offering, a private placement, loans or the establishment of a joint venture whereby a third party would pay the costs associated with phase II and we would retain a carried interest. At

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the present time, we have not made any plans to raise additional funds and there is no assurance that we would be able to raise money in the future.

Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2009 – 2010. Management projects that we will require up to $130,000 to fund ongoing operating expenses and working capital requirements for the next 12 months, broken down as follows:

Operating expenses $  35,000  
Phase II exploration program   50,000  
Working Capital   45,000  
       
Total $  130,000  

As at November 30, 2009, we had a working capital of $2,398. We do not anticipate that we will be able to satisfy any of these funding requirements internally until we significantly increase our revenues.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2009, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional notes describing the circumstances that lead to this disclosure by our independent auditors. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing alternatives to meet immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it could be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they come due.

Liquidity and Capital Resources

As of end of the last quarter on November 30, 2009, we have yet to generate any revenues.

Since inception, we have used our common stock and loans or advances from our officers and directors to raise money for our optioned acquisition and for corporate expenses.

Working Capital

As of November 30, 2009, we had $2,398 in unallocated working capital.

    November 30,     May 31  
    2009     2009  
Current Assets $  3,648   $  5,351  
Current Liabilities   1,250     3,325  
Working Capital $  2,398   $  2,026  

We have incurred recurring losses from inception. Our ability to meet our financial obligations and commitments is primarily dependent upon continued financial support of our shareholders, directors and the continued issuance of equity to new and existing shareholders.

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Cash Flows

    Three Months     Three Months     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    November 30,     November 30,     November 30,     November 30,  
    2009     2008     2009     2008  
Net cash provided in operating activities   (9,969 )   (10,065 )   (11,704 )   (31,593 )
Net cash provided by financing activities   10,000     -     10,000     -  
Net increase (decrease) in cash   31     (10,065 )   (1,704 )   (31,593 )

Net cash provided in operating activities

For the three month period ended on November 30, 2009, $(9,969) in net cash was used and for the quarter ended November 30, 2009 compared with $(10,065) in the same period in 2008. $(121,352) in net cash has been used since inception on October 19, 2006, through November 30, 2009.

Net cash provided by financing activities

Net cash provided by financing activities from inception on October 19, 2006, to November 30, 2009, was $115,000 as a result of gross proceeds received from sales of our common stock. We issued 6,000,000 shares of common stock through a Section 4(2) offering in October, 2006 for cash consideration of $6,000. We issued 900,000 shares of common stock through a Regulation D offering in November, 2006 for cash consideration of $9,000 to a total of five placees. In the fiscal year ended May 31, 2008, $100,000 cash was provided by financing activities as the result of the sale of 2,000,000 shares of common stock at a price of $0.05 per share issued under our SB-2 registration statement. On December 18, 2009 we sold 50,000 shares of its common stock at a price of $0.40 per share with proceeds of $20,000.

Net increase (decrease) in cash

For the quarter ended November 30, 2009, the net loss was $6,219. The loss per share was based on a weighted average of 7,606,849 common shares outstanding. The net loss from inception to November 30, 2009, is $122,811.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended November 30, 2009. Although inflation is moderately higher than it was during 2008 the actual rate of inflation is not material and is not considered a factor in our contemplated capital expenditure program.

Subsequent Events

On December 11, 2009 Ken Liebscher purchased 6,000,000 shares of common stock from Ian Jackson, our sole director and officer. Ken Liebscher now owns 6,000,000 of our shares of common stock, which is 67.4% of our issued and outstanding shares of common stock as of December 11, 2009. This effected a change of control of our Company.

Mr. Liebscher was appointed as President, Treasurer and Secretary and to our company’s Board of Directors on December 14, 2009, which increased the current Board to two members.

Effective December 29, 2009, we entered into subscription agreements with an offshore investor whereby we issued an aggregate of 50,000 shares of common stock, at a purchase price of $0.40 per share, in a non-brokered private placement. Proceeds of the private placement are being used for working capital.

Effective January 5, 2010, Ian Jackson resigned from our board of directors and Ken Liebscher resigned as Secretary of our company. Dr. Fortunato Villamagna was appointed to serve as a director of our company and as our Secretary and Chief Financial Officer.

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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 is material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4T. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

(b) Changes in Internal Controls.

During the quarter ended November 30, 2009, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its 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 any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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ITEM 1A. RISK FACTORS

Risks Associated with Sierra Ventures, Inc., Our Financial Condition and Our Business Model

1. We are an exploration stage corporation, lack a business history and have losses that we expect to continue into the future. If the losses continue we will have to suspend operations or cease functioning.

We were incorporated on October 19, 2006, and have only started our proposed business but have not realized any revenues. We have no business history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $9,282. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

  • our ability to find a profitable exploration property;
  • our ability to generate revenues; and
  • our ability to reduce exploration costs.

2. We have no known mineral reserves and we may not find any gold or if we find gold it may not be in economic quantities. If we fail to find any gold or if we are unable to find gold in economic quantities, we will have to suspend operations.

We have no known mineral reserves. Even if we find gold it may not be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold in sufficient quantity to warrant recovery it ultimately may not be recoverable. Finally, even if any gold is recoverable, we do not know that this can be done at a profit. Failure to locate gold in economically recoverable quantities will cause us to suspend operations.

3. We require substantial funds merely to determine if mineral reserves exist on our optioned property.

Any potential development and production of our exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand our plans on these exploration properties will involve the consideration and evaluation of several significant factors including, but not limited to:

  • Costs of bringing the property into production including exploration work, preparation of production feasibility studies and construction of production facilities;
  • Availability and costs of financing;
  • Ongoing costs of production;
  • Market prices for the products to be produced;
  • Environmental compliance regulations and restraints; and
  • Political climate and/or governmental regulation and control.

4. Good title to the Zhangjiafan property is registered in the name of another person. In order to exercise its rights under the option agreement we must incur certain exploration costs and make royalty payments. Failure by Sierra to incur the exploration expenditures or to make the royalty payments will result in forfeiture of Sierra’s right to acquire a 25% interest in the property.

Title to the property we intend to explore is not held in our name but rather that of Jiujiang, a corporation resident in the People’s Republic of China. In the event Jiujiang were to grant another person a deed of ownership which was subsequently registered prior to our deed, the third party would obtain good title and we would have nothing. Similarly, if it were to grant an option to another party, that party would be able to enter the property, carry out certain work commitments and earn right and title to the property and we would have little recourse as we would be harmed, will not own any property and would have to cease operations. The option agreement does not specifically reference these risks or the recourse provided. Although we would have recourse against Jiujiang in the situations described, there is a question as to whether that recourse would have specific value.

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Under the terms of the option agreement, Sierra has the right to acquire a 25% interest in the right and title to the Zhangjiafan property upon incurring exploration expenses on the property of a minimum of $20,000 by May 31, 2009, such payment having been made, incurring additional exploration expenses in the amount of $40,000 by May 31, 2010, and making annual advance on royalty payments in the amount of $25,000 commencing May 31, 2011. Failure by Sierra to make any of the payments or to incur the required exploration expenses will result in the loss of the option to acquire an interest in the property. Should we lose the option to acquire an interest in the property, Sierra would have to cease operations.

5. Management will devote only a limited amount of time to Sierra’s business. Failure of our management to devote a sufficient amount of time to our business plans may adversely affect the success of our business.

Because Mr. Ken Liebscher, our President and CEO and Dr. Fortunato Villamagna, our Secretary and Treasurer, will be devoting approximately 20 hours per week to our business plans, our business may suffer. As a result, exploration of the property may be periodically interrupted or suspended. Interruptions to, or suspension of, exploration may cause us to cease operations.

6. Management lacks formal training in mineral exploration.

Our officers and directors have no professional accreditation or formal training in the business of exploration. With no direct training or experience in these areas our management may not be fully aware of many of the specific requirements related to working within this industry. Decisions so made without this knowledge may not take into account standard engineering management approaches that experienced exploration corporations commonly make. Consequently, our business, earnings and ultimate financial success could suffer irreparable harm as a result of management’s lack of experience in the industry. Thus, we will retain such technical experts as are required to provide professional and technical guidance.

Risks Associated With Doing Business in China

Various matters that are specific to doing business in China may create additional risks or increase the degree of such risks associated with our business activities. These risks include the following:

1. Our business operations will be based in the People’s Republic of China (the “PRC” or “China”), all of our revenues, if any, will derive from China which presents issues associated with economic, political and social changes that may occur in a rapidly developing country.

Our business operations will be located in, and our revenues, if any, derived from activities in the PRC. Initially, prior to the exercise of the option, our operations in China will be conducted through and with the assistance of Jiujiang, a Chinese company and our partner. Accordingly, our business, financial condition and results of operations could be significantly and adversely affected by economic, political and social changes in China. The economy of China has traditionally been a planned economy, subject to five-year and annual plans adopted by the state, which set down national economic development goals. Since 1978, the central government has been moving the economy from one that is planned to a more open, market-oriented system. Economic development is following a model of market economy under socialism. Under this direction, they are expected to continue to strengthen China’s economic and trading relationships with foreign countries; business development in the PRC is expected to follow market forces and the rules of market economics. However, the Chinese government continues to play a significant role in regulating industry by imposing industrial policies. In addition, there is no guarantee that a major turnover of senior political decision makers will not occur, or that the existing economic policy of the PRC will not be changed. A change in policies could adversely affect our interests in China by changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports and sources of supplies, or the expropriation of private enterprises.

Failure to understand and adapt to Chinese standards and laws may cause us to break laws which may result in our having to cease operations and go out of business.

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2. The Chinese legal system is different from the U.S. justice system. Most of the material agreements to which we or our affiliates are party or will be party in the future with respect to mining assets in the PRC are expected to be governed by Chinese law and some may be with Chinese governmental entities. The Chinese legal system embodies uncertainties that could limit the legal protection available to Sierra and its shareholders. The outcome of any litigation may be more uncertain than usual because: (i) the experience of the Chinese judiciary is relatively limited, and (ii) the interpretation of China’s laws may be subject to policy changes reflecting domestic political changes.

Legal System

The Chinese legal system is a civil law system based on written statutes. Unlike common law systems (the system in the U.S.), it is a system in which decisions in earlier legal cases do notgenerally have precedential value. The overall effect of legislation enacted over the past 20 years has been to enhance the protections afforded to foreign invested enterprises in China. However, these laws, regulations and legal requirements are relatively recent and are evolving rapidly; their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to foreign investors such as the right of foreign invested enterprises to hold licenses and permits such as business licenses. Because all of our assets are located outside the U.S., it could be difficult for investors to effect service of process in the U.S., or to enforce a judgment obtained in the U.S. against us or any of these persons or entities.

Limited Interpretation

The laws that do exist are relatively recent and their limited interpretation and enforcement involve uncertainties, which could limit the available legal protections. Even where adequate Chinese law exists it may be impossible to obtain swift and equitable enforcement of such law or to obtain enforcement of judgments by a court of another jurisdiction. The inability to enforce or obtain a remedy under such agreements would have a material adverse impact on our operations.

The Chinese government has enacted some laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial property or to resolve commercial disputes is unpredictable. The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the Chinese government and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance or to seek an injunction, in either of these cases, may be severely limited and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.

3. We must comply with the Foreign Corrupt Practices Act and if our personnel or agents are determined to have engaged in certain practices, we could suffer severe penalties and possibly lose our investments in China.

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits United States corporations from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign corporations, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in China. If our competitors engage in these practices they may receive preferential treatment from personnel of some corporations, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although we have informed our personnel and current agents that such practices are illegal, we cannot assure that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties including the loss of our Chinese investments which would effectively cause us to cease business operations.

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

During the current quarter under review, Sierra did not sell any shares of its common stock. As January 13, 2010, Sierra has 8,950,000 common shares issued and outstanding.

Effective December 29, 2009, we entered into subscription agreements with two offshore investors whereby we issued an aggregate of 50,000 shares of common stock, at a purchase price of $0.40 per share, in a non-brokered private placement. The offer and sale of the shares occurred outside of the United States.

We issued the securities to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

No advertising or general solicitation was employed in offering the securities.

The securities issued in the non-brokered private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter has been submitted to a vote of security holders during the preceding quarter.

ITEM 5. OTHER INFORMATION

Effective January 5, 2010, Ian Jackson resigned from our board of directors. There was no disagreement between Mr. Jackson and our company’s policies or procedures.

Fortunato Villamagna has consented to serve as director of the Company. Dr. Villamagna will serve as Secretary and CFO of the Company.

Dr. Fortunato Villamagna, age 50, has over 25 years of domestic and international experience in the specialty and bulk chemicals, capital equipment, bioenergy, aerospace and energetic materials businesses. Dr. Villamagna holds a PhD in Chemistry and MBA in Global Management, and has worked throughout North America, Europe, Australia and West Africa. Prior to joining UTEC Inc. Dr. Villamagna was Vice President - Business Development for American Pacific Corporation (AMPAC), a publically listed company with divisions and subsidiaries that manufacture active pharmaceutical ingredients and registered intermediates, energetic products used primarily in space flight, aerospace and defense systems, clean fire- extinguishing agents and water treatment equipment.

Prior to that Dr. Villamagna was the Vice President Technology, Americas and Europe for Orica Inc., an Australian-owned, publicly-listed global company, and global leader in mining products and services. Prior to that Dr. Villamagna was the Director of Bulk Delivered Products for Energetic Solutions, Inc., a part of UK Based ICI Explosive. Dr. Villamgna is also President and CEO of UTEC, Inc. a public Company (UTEI.PK).

On December 11, 2009 Ken Liebscher purchased 6,000,000 shares of common stock from Ian Jackson, our sole director and officer. The purchase price of the shares was $200,000, which was paid in cash and by the personal funds of Mr. Liebscher. Ken Liebscher now owns 6,000,000 of our shares of common stock, which is 67.4% of our issued and outstanding shares of common stock as of December 11, 2009.

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On December 14, 2009, Ian Jackson resigned as our President, Chief Executive Officer, Chief Financial Officer and Secretary. As a result of the resignation, we appointed Ken Liebscher as our new President, Chief Executive Officer, Chief Financial Officer, Secretary and to the board of directors.

There was no disagreement between Mr. Jackson and our company’s policies or procedures and Mr. Jackson remains on our board of directors.

There are no family relationships between Mr. Liebscher and our board of directors.

Item 6. Exhibits and Reports on Form 8-K

3.1

Articles of Incorporation attached as an exhibit to our Form SB-2 filed on October 12, 2007

3.2

Bylaws attached as an exhibit to our Form SB-2 filed on October 12, 2007

10.1

Option to Purchase and Royalty Agreement dated March 22, 2007 with Jiujiang Gao Feng Mining Industry Limited Company attached as an exhibit to our Form SB-2 filed on October 12, 2007

10.2

Form of Private Placement subscription agreement attached as an exhibit to our Form SB-2 filed on October 12, 2007

10.3

Escrow Agreement dated November 25, 2008 between Ian Jackson, Sierra Ventures Inc. and Harcourt Chan attached as an exhibit to our Form S-1/A filed on January 14, 2009

10.4

First Amendment to Option to Purchase and Royalty Agreement) between Sierra Ventures, Inc. and Jiujiang Gao Feng Mining Industry Limited Company dated May 15 2009 attached as an exhibit to our Form 10-K filed on September 8, 2009

10.5

Form of Private Placement subscription agreement attached as an exhibit to our Form 8-K filed on December 31, 2009

14.1

Code of Ethics attached as an exhibit to our Form SB-2 filed on October 12, 2007

31.1*

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

31.2*

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

32.1*

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

32.2*

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

*attached herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIERRA VENTURES, INC.
(Registrant)

Date: January 13, 2010

By: /s/ Kenneth B. Liebscher      By: /s/ Dr. Fortunato Villamagna
  KENNETH B. LIEBSCHER,   DR. FORTUNATO VILLAMAGNA,
  President, Chief Executive Officer   Secretary, Treasurer, Chief Financial Officer
  Principal Executive Officer   Principal Financial, Officer and
      Principal Accounting Officer

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