As Filed With the Securities and Exchange Commission on April 27, 2007
Registration No. 333-140839
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
Registration Statement
Under the Securities Act of 1933
Post-Effective Amendment No. 1
Lucky Strike Explorations Inc.
(Name of Small Business Issuer in Its Charter)
NEVADA 1000 20-8055672
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
8290 W. Sahara Avenue, Suite 160
Las Vegas, NV 89117 (702) 922-2700 (702) 922-2700
(Address of principal Executive Offices) (Telephone Number) (Fax Number)
Michael Noble
8290 W. Sahara Avenue, Suite 160
Las Vegas, NV 89117 (702) 922-2700 (702) 922-2700
(Name and Address of Agent for Service) (Telephone Number) (Fax Number)
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (2) Price (3) Fee (1)
- --------------------------------------------------------------------------------
Common Stock
Shares 3,000,000 $0.02 $60,000 $6.42
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(1) Registration Fee has been paid via Fedwire.
(2) This is the initial offering and no current trading market exists for our
common stock. The price paid for the currently issued and outstanding
common stock was valued at $0.01 per share.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
LUCKY STRIKE EXPLORATIONS INC.
3,000,000 SHARES OF COMMON STOCK AT $.02 PER SHARE
This is the initial offering of common stock of Lucky Strike Explorations Inc.
and no public market currently exists for the securities being offered. Lucky
Strike Explorations Inc. is offering for sale a total of 3,000,000 of common
stock at a price of $0.02 per share. The offering is being conducted on a
self-underwritten, best effort, all-or-none basis, which means our officer and
directors will attempt to sell the shares. We intend to open a standard,
non-interest bearing, bank checking account to be used only for the deposit of
funds received from the sale of the shares in this offering. If all the shares
are not sold and the total offering amount is not deposited by the expiration
date of the offering, the funds will be promptly returned to the investors,
without interest or deduction. The shares will be offered at a price of $.02 per
share for a period of one hundred and eighty (180) days from the effective date
of this prospectus, unless extended by our board of directors for an additional
90 days. The offering will end on September 7, 2007 (date to be inserted upon
effectiveness of Registration Statement).
Lucky Strike Explorations Inc. is an exploration stage company and currently has
no operations. Any investment in the shares offered herein involves a high
degree of risk. You should only purchase shares if you can afford a loss of your
investment. Our independent auditor has issued an audit opinion for Lucky Strike
Explorations Inc. which includes a statement expressing substantial doubt as to
our ability to continue as a going concern.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, PARTICULARLY, THE
RISK FACTORS SECTION BEGINNING ON PAGE 4.
Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved these securities, or determined if this
prospectus is truthful, accurate, current or complete. Any representation to the
contrary is a criminal offense.
Offering Total
Price Amount of Underwriting Proceeds
Per Share Offering Commissions To Us
--------- -------- ----------- -----
Common Stock $.02 $60,000 $0 $60,000
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
Dated March 12, 2007
TABLE OF CONTENTS
Page No.
--------
SUMMARY OF PROSPECTUS 3
General Information about Our Company 3
The Offering 3
RISK FACTORS 4
Risks Associated with our Company 4
Risks Associated with this Offering 7
FORWARD LOOKING STATEMENTS 10
USE OF PROCEEDS 10
DETERMINATION OF OFFERING PRICE 10
DILUTION 11
PLAN OF DISTRIBUTION 12
Offering will be Sold by Our Officer and Directors 12
Terms of the Offering 13
Deposit of Offering Proceeds 13
Procedures for and Requirements for Subscribing 13
LEGAL PROCEEDINGS 13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15
DESCRIPTION OF SECURITIES 16
INTEREST OF NAMED EXPERTS AND COUNSEL 16
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 17
ORGANIZATION WITHIN LAST FIVE YEARS 17
DESCRIPTION OF OUR BUSINESS 17
Glossary 18
General Information 19
Competition 26
Compliance with Government Regulation 26
Patents and Trademarks 27
Need for Any government Approval of Principal Products 27
Research and Development Activities 27
Employees and Employment Agreements 27
Reports to Security Holders 28
PLAN OF OPERATION 28
DESCRIPTION OF PROPERTY 33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 34
EXECUTIVE COMPENSATION 36
FINANCIAL STATEMENTS 37
CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS 37
2
SUMMARY
GENERAL INFORMATION
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we", "us", "our", "Lucky" and "Lucky Strike Explorations" are to
Lucky Strike Explorations Inc.
Lucky Strike Explorations Inc. was incorporated in the State of Nevada on
December 15, 2006 to engage in the acquisition, exploration and development of
natural resource properties. We intend to use the net proceeds from this
offering to develop our business operations. (See "Business of the Company" and
"Use of Proceeds".) We are an exploration stage company with no revenues or
operating history. The principal executive offices are located at 8290 W. Sahara
Avenue, Suite 160, Las Vegas, NV 89117. The telephone number is (702)922-2700.
We received our initial funding of $10,000 through the sale of common stock to
our officer who purchased 2,000,000 shares of our common stock at $0.005 per
share on December 15, 2006. From inception until the date of this filing we have
had limited operating activities. Our financial statements from inception
(December 15, 2006) through the year ended December 31, 2006 report no revenues
and a net loss of $590. Our independent auditor has issued an audit opinion for
Lucky Strike Explorations Inc. which includes a statement expressing substantial
doubt as to our ability to continue as a going concern.
Our mineral claims have been staked and we hired a professional mining engineer
to prepare a geological report. We have not yet commenced any exploration
activities on the claims. Our property, known as the Acid 1-4 Mineral Claims may
not contain any reserves and funds that we spend on exploration will be lost.
Even if we complete our current exploration program and are successful in
identifying a mineral deposit we will be required to expend substantial funds to
bring our claims to production.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
OFFERING
Securities Being Offered 3,000,000 shares of common stock.
Price per Share $0.02
Offering Period The shares are offered for a period not to exceed
180 days, unless extended by our board of directors
for an additional 90 days.
Net Proceeds $60,000
Securities Issued
and Outstanding 2,000,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Registration costs We estimate our total offering registration costs
to be $6,000.
3
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.
We have not yet commenced exploration on the Acid 1-4 Mineral Claims.
Accordingly, we have no way to evaluate the likelihood that our business
will be successful. We were incorporated on December 15, 2006 and to date
have been involved primarily in organizational activities and the
acquisition of the mineral claims. We have not earned any revenues as of
the date of this prospectus. Potential investors should be aware of the
difficulties normally encountered by new mineral exploration companies and
the high rate of failure of such enterprises. The likelihood of success
must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of
the mineral properties that we plan to undertake. These potential problems
include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. Prior to completion of our exploration stage, we anticipate that
we will incur increased operating expenses without realizing any revenues.
We expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from
development and production of minerals from the claims, we will not be able
to earn profits or continue operations. There is no history upon which to
base any assumption as to the likelihood that we will prove successful, and
it is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks,
our business will most likely fail.
WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR
BUSINESS PLAN.
Our current operating funds are less than necessary to complete the
intended exploration program on our mineral claims. We will need the funds
from this offering to complete our business plan. As of December 31, 2006,
we had cash in the amount of $10,000. We currently do not have any
operations and we have no income.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR LUCKY STRIKE
EXPLORATIONS INC. WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN
STATUS. OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN.
As described in Note 3 of our accompanying financial statements, our lack
of operations and any guaranteed sources of future capital create
substantial doubt as to our ability to continue as a going concern. If our
business plan does not work, we could remain as a start-up company with
limited operations and revenues.
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BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.
Our officer and directors have no professional training or technical
credentials in the field of geology and specifically in the areas of
exploring, developing and operating a mine. As a result, we may not be able
to recognize and take advantage of potential acquisition and exploration
opportunities in the sector without the aid of qualified geological
consultants. Management's decisions and choices may not take into account
standard engineering or managerial approaches mineral exploration companies
commonly use. Consequently our operations, earnings and ultimate financial
success may suffer irreparable harm as a result.
OUR MINERAL EXPLORATION EFFORTS MAY BE UNSUCCESSFUL RESULTING IN ANY FUNDS SPENT
ON EXPLORATION BEING LOST.
No known bodies of commercial ore or economic deposits have been
established on our properties. Even in the event commercial quantities of
minerals are discovered, the exploration property might not be brought into
a state of commercial production. Finding mineral deposits is dependent on
a number of factors, including the technical skill of exploration personnel
involved. The commercial viability of a mineral deposit once discovered is
also dependent on a number of factors, some of which are particular
attributes of the deposit, such as size, grade and proximity to
infrastructure, as well as metal prices.
BECAUSE WE HAVE NOT SURVEYED THE ACID 1-4 CLAIMS, WE MAY DISCOVER MINERALIZATION
ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES.
While we have conducted a mineral claim title search, this should not be
construed as a guarantee of claim boundaries. Until the claims are
surveyed, the precise location of the boundaries of the claims may be in
doubt. If we discover mineralization that is close to the claim boundaries,
it is possible that some or all of the mineralization may occur outside the
boundaries. In such a case we would not have the right to extract those
minerals.
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION IF MINERALIZATION IS FOUND.
Our ability to generate revenues and profits is expected to occur through
exploration, development and production of our property. Substantial
expenditures will be incurred in an attempt to establish the economic
feasibility of mining operations by identifying mineral deposits and
establishing ore reserves through drilling and other techniques, developing
metallurgical processes to extract metals from ore, designing facilities
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and planning mining operations. The economic feasibility of a project
depends on numerous factors, including the cost of mining and production
facilities required to extract the desired minerals, the total mineral
deposits that can be mined using a given facility, the proximity of the
mineral deposits to a user of the minerals, and the market price of the
minerals at the time of sale. There is no assurance that our exploration
program will result in the identification of deposits that can be mined
profitably.
If our exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claims into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the
minerals, investor acceptance of our claims and general market conditions.
These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. The most likely source of future
funds is through the sale of equity capital. Any sale of share capital will
result in dilution to existing shareholders. We may be unable to obtain any
such funds, or to obtain such funds on terms that we consider economically
feasible and you may lose any investment you make in this offering.
IF ACCESS TO OUR MINERAL CLAIMS IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.
It is possible that snow or rain could cause the roads providing access to
our claims to become impassable. Snowfall in the area of the claims would
typically be from the end of December to February. If the roads are
impassable we would be delayed in our exploration timetable.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
Laws and regulations govern the exploration, development, mining,
production, importing and exporting of minerals; taxes; labor standards;
occupational health; waste disposal; protection of the environment; mine
safety; toxic substances; and other matters. In many cases, licenses and
permits are required to conduct mining operations. Amendments to current
laws and regulations governing operations and activities of mining
companies or more stringent implementation thereof could have a substantial
adverse impact on the Company. Applicable laws and regulations will require
the Company to make certain capital and operating expenditures to initiate
new operations. Under certain circumstances, the Company may be required to
stop its exploration activities once it is started until a particular
problem is remedied or to undertake other remedial actions.
6
THE MINING INDUSTRY IS HIGHLY SPECULATIVE AND INVOLVES SUBSTANTIAL RISKS.
The mining industry, from exploration, development and production is a
speculative business, characterized by a number of significant risks
including, among other things, unprofitable efforts resulting not only from
the failure to discover mineral deposits but from finding mineral deposits
which, though present, are insufficient in quantity and quality to return a
profit from production. The marketability of minerals acquired or
discovered may be affected by numerous factors which are beyond our control
and which cannot be accurately predicted, such as market fluctuations, the
proximity and capacity of milling facilities, mineral markets and
processing equipment, and government regulations, including regulations
relating to royalties, allowable production, importing and exporting of
minerals, and environmental protection. The combination of such factors may
result in our not receiving an adequate return on investment capital.
BECAUSE OUR CURRENT OFFICER AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY
MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Michael Noble, our sole officer and a director of the company,
currently devotes approximately 5-7 hours per week providing management
services to us. Mr. Christian Jean Prieur, a director of the company,
devotes approximately 1-2 hours per week to our business. While our
executive officer and directors presently possesses adequate time to attend
to our interests, it is possible that the demands on them from their other
obligations could increase, with the result that they would no longer be
able to devote sufficient time to the management of our business. This
could negatively impact our business development.
RISKS ASSOCIATED WITH THIS OFFERING:
THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities
and Exchange Act of 1934, and rules of the Commission. The Exchange Act and
such penny stock rules generally impose additional sales practice and
disclosure requirements on broker-dealers who sell our securities to
persons other than certain accredited investors who are, generally,
institutions with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the
broker-dealer. For transactions covered by the penny stock rules, a
broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition,
the broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer
and certain associated persons, and deliver certain disclosures required by
7
the Commission. Consequently, the penny stock rules may make it difficult
for you to resell any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them
through our officer and directors, who will receive no commissions. They
will offer the shares to friends, relatives, acquaintances and business
associates, however; there is no guarantee that they will be able to sell
any of the shares. Unless they are successful in selling all of the shares
and we receive the proceeds from this offering, we may have to seek
alternative financing to implement our business plans.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any public stock exchange. There is presently no
demand for our common stock and no public market exists for the shares
being offered in this prospectus. We plan to contact a market maker
immediately following the completion of the offering and apply to have the
shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a
regulated quotation service that displays real-time quotes, last sale
prices and volume information in over-the-counter (OTC) securities. The
OTCBB is not an issuer listing service, market or exchange. Although the
OTCBB does not have any listing requirements per se, to be eligible for
quotation on the OTCBB, issuers must remain current in their filings with
the SEC or applicable regulatory authority. Market makers are not permitted
to begin quotation of a security whose issuer does not meet this filing
requirement. Securities already quoted on the OTCBB that become delinquent
in their required filings will be removed following a 30 or 60 day grace
period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our
stock listed and quoted for sale. As of the date of this filing, there have
been no discussions or understandings between Lucky Strike Explorations
Inc., or anyone acting on our behalf, with any market maker regarding
participation in a future trading market for our securities. If no market
is ever developed for our common stock, it will be difficult for you to
sell any shares you purchase in this offering. In such a case, you may find
that you are unable to achieve any benefit from your investment or
liquidate your shares without considerable delay, if at all. In addition,
if we fail to have our common stock quoted on a public trading market, your
common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to
realize any value from your investment.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired his shares at a cost of $.005 per share,
a cost per share substantially less than that which you will pay for the
shares you purchase in this offering. Upon completion of this offering the
8
net tangible book value of the shares held by our existing stockholder
(2,000,000 shares) will be increased by $.009 per share without any
additional investment on his part. The purchasers of shares in this
offering will incur immediate dilution (a reduction in the net tangible
book value per share from the offering price of $.02 per share) of $.006
per share. As a result, after completion of the offering, the net tangible
book value of the shares held by purchasers in this offering would be $.017
per share, reflecting an immediate reduction in the $.02 price per share
they paid for their shares.
WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares in this offering will be
deposited into a standard bank checking account until all shares are sold
and the offering is closed, at which time, the proceeds will be transferred
to our business operating account. In the event all shares are not sold we
have committed to promptly return all funds to the original purchasers.
However since the funds will not be placed into an escrow, trust or other
similar account, there can be no guarantee that any third party creditor
who may obtain a judgment or lien against us would not satisfy the judgment
or lien by executing on the bank account where the offering proceeds are
being held, resulting in a loss of any investment you make in our
securities.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $6,000 cost of
this registration statement to be paid from existing cash on hand. We plan
to contact a market maker immediately following the close of the offering
and apply to have the shares quoted on the OTC Electronic Bulletin Board.
To be eligible for quotation, issuers must remain current in their filings
with the SEC. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a
substantial portion of our available cash resources. If we are unable to
generate sufficient revenues to remain in compliance it may be difficult
for you to resell any shares you may purchase, if at all.
MR. NOBLE, THE SOLE OFFICER AND A DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS
100% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS
OFFERING HE WILL OWN 40% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS
SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the amount of Mr. Noble's share ownership in our company, if he
chooses to sell his shares in the public market, the market price of our
stock could decrease and all shareholders suffer a dilution of the value of
9
their stock. If he does sell any of his common stock, he will be subject to
Rule 144 under the 1933 Securities Act.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
USE OF PROCEEDS
Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this Offering will be $60,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering:
Total Proceeds to the Company $60,000
Phase One Exploration Program 9,500
Phase Two Exploration Program 10,500
Phase Three Exploration Program 30,000
Administration and Office Expense 2,500
Legal and Accounting 4,500
Working Capital 3,000
-------
Total Use of Net Proceeds $60,000
=======
We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the offering, all funds will be returned promptly to the subscribers,
without interest or deduction. If necessary our directors have verbally agreed
to loan the company funds to complete the registration process, but we will
require full funding to implement our complete business plan.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
10
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholder.
As of December 31, 2006, the net tangible book value of our shares was $9,410 or
$0.005 per share, based upon 2,000,000 shares outstanding.
Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$60,000, the net tangible book value of the 5,000,000 shares to be outstanding
will be $69,410, or approximately $.014 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (2,000,000 shares)
will be increased by $.009 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.02 per share) of $.006 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.014 per share, reflecting an immediate reduction in the $.02
price per share they paid for their shares.
After completion of the offering, the existing shareholder will own 40% of the
total number of shares then outstanding, for which he will have made an
investment of $10,000, or $.005 per share. Upon completion of the offering, the
purchasers of the shares offered hereby will own 60% of the total number of
shares then outstanding, for which they will have made a cash investment of
$60,000, or $.02 per Share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price per Share $ .02
Net Tangible Book Value Prior to this Offering $ .005
Net Tangible Book Value After Offering $ .014
Immediate Dilution per Share to New Investors $ .006
The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this offering:
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Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Stockholder $ .005 2,000,000 40% $10,000
Investors in
This Offering $ .02 3,000,000 60% $60,000
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTORS
This is a self-underwritten offering. This Prospectus is part of a prospectus
that permits our officer and directors to sell the shares directly to the
public, with no commission or other remuneration payable to them for any shares
they may sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the shares with a broker or dealer. Michael Noble, our
officer and a director, and Christian Jean Prieur, a director, will sell the
shares and intend to offer them to friends, family members and business
acquaintances. In offering the securities on our behalf, they will rely on the
safe harbor from broker dealer registration set out in Rule 3a4-1 under the
Securities Exchange Act of 1934.
Our officer and directors will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Our officer and directors are not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of their participation; and,
b. Our officer and directors will not be compensated in connection with
their participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in
securities; and
c. Our officer and directors are not, nor will they be at the time of
their participation in the offering, an associated person of a
broker-dealer; and
d. Our officer and directors meet the conditions of paragraph (a)(4)(ii)
of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform,
or are intended primarily to perform at the end of the offering,
substantial duties for or on behalf of our company, other than in
connection with transactions in securities; and (B) are not a broker
or dealer, or been an associated person of a broker or dealer, within
the preceding twelve months; and (C) have not participated in selling
12
and offering securities for any Issuer more than once every twelve
months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Our officer, directors, control persons and affiliates of same do not intend to
purchase any shares in this offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.02 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days.
DEPOSIT OF OFFERING PROCEEDS
This is a "best efforts", "all or none" offering and, as such, we will not be
able to spend any of the proceeds unless all the shares are sold and all
proceeds are received. We intend to hold all funds collected from subscriptions
in a separate bank account until the total amount of $60,000 has been received.
At that time, the funds will be transferred to our business account for use in
the implementation of our business plan. In the event the offering is not sold
out prior to the Expiration Date, all money will be promptly returned to the
investors, without interest or deduction. We determined the use of the standard
bank account was the most efficient use of our current limited funds. Please see
the risk factor section to read the related risk to you as a purchaser of any
shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or bank
draft to us. Subscriptions, once received by the company, are irrevocable. All
checks for subscriptions should be made payable to Lucky Strike Explorations
Inc.
LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
The officer and directors of Lucky Strike Explorations Inc., whose one year
terms will expire 12/31/07, or at such a time as their successor(s) shall be
elected and qualified are as follows:
13
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Michael Noble 52 President, 12/15/06 12/31/07
8290 W. Sahara Avenue Secretary,
Suite 160 Treasurer,
Las Vegas, NV 89117 CFO, CEO &
Director
Christian Jean Prieur 40 Director 12/15/06 12/31/07
Baan Sukhumvit 119/24
Sukhumvit Soi 36
Klong Toey, Bangkok 10110
Thailand
The foregoing persons are promoters of Lucky Strike Explorations Inc., as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Mr. Noble currently devotes 5-7 hours per week to company matters. After
receiving funding per our business plan he intends to devote as much time as the
board of directors deems necessary to manage the affairs of the company. Mr.
Prieur currently devotes 1-2 hours per week to company matters.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
RESUMES
MICHAEL NOBLE has been the President, Secretary, Treasurer and a Director of the
Company since inception. From September 2005 until present he has been a
financial consultant for Theravitae, a stem cell research company and Global
Satellite Broadcasting Corporation, Ltd., a flat screen advertising company.
14
From July 2002 until September 2005 he was also co-founder and director of
Zen-cool, a ginseng health drink company in Bangkok, Thailand. From April 2001
to January 2003 he was co-founder and director of Barclay Spencer International,
an insurance and investment firm in Bangkok, Thailand. From March 1995 to April
2001 he was a self-employed financial analyst in Manila, Philippines and
Bangkok, Thailand. From March 1985 to September 1994 he was an insurance and
financial consultant with Prudential Insurance in Calgary, Canada.
CHRISTIAN JEAN PRIEUR has been a Director of the Company since inception. He was
the General Manager of The Capitol Club, a private member health & leisure club,
located in Bangkok, Thailand from September 1996 to February 2002. From April
2002 to the present, Mr. Prieur has been the General Manager of Sports
Engineering and Recreation Asia (Seara) for Southern Thailand, based in Phuket,
Thailand. Seara is a trading company involved in the design and supply of
fitness and leisure facilities. In June 2004, Mr. Prieur became the Director of
his own company called Natural Health Concepts in Phuket, Thailand, where he has
since opened two specialty natural juice outlets in Phuket, Thailand.
Mr. Prieur earned a Bachelor of Science Degree in Physical Education (Commercial
& Corporate Fitness) from California Polytechnic State University San Luis
Obispo, in San Luis Obispo, California, USA in June 1990. Mr. Prieur also holds
a certificate from the same university as a Fitness Specialist, which was also
received in June 1990.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Lucky Strike
Explorations Inc. voting securities by officers, directors and major
shareholders as well as those who own beneficially more than five percent of our
common stock as of the date of this prospectus:
No. of No. of
Shares Shares Percentage of Ownership
Name and Address Before After Before After
Beneficial Owner (1) Offering Offering Offering Offering
- ---------------- -------- -------- -------- --------
Michael Noble 2,000,000 2,000,000 100% 40%
Christian Jean Prieur 0 0 0% 0%
All Officers and
Directors as a Group 2,000,000 2,000,000 100% 40%
- ----------
(1) Each of the persons named may be deemed to be a "parent" and "promoter" of
the Company, within the meaning of such terms under the Securities Act of
1933, as amended.
15
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of common stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Please refer to the Company's Articles of Incorporation, By-Laws
and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
NON-CUMULATIVE VOTING
The holders of shares of common stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 40% of the outstanding
shares. (See "Principal Stockholders".)
CASH DIVIDENDS
As of the date of this prospectus, the Company has not declared or paid any cash
dividends to stockholders. The declaration or payment of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent factors. It is the
present intention of the Company not to declare or pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our financial statements for the period from inception to the year ended
December 31, 2006, included in this prospectus, have been audited by George
Stewart, CPA, 2301 South Jackson St., Suite 101-G, Seattle, WA 98144. We include
16
the financial statements in reliance on their reports, given upon their
authority as experts in accounting and auditing.
The Law Firm of Daniel C. Masters, has passed upon the validity of the shares
being offered and certain other legal matters and is representing us in
connection with this offering.
James W. McLeod, Professional Geologist of 5382 Aspen Way, Delta, B.C. Canada
V4K 3S3, has provided us with the geology report from which the exploration
program contained herein is based upon.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it, is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
ORGANIZATION WITHIN THE LAST FIVE YEARS
Lucky Strike Explorations Inc. was incorporated in Nevada on December 15, 2006
to engage in the business of acquisition, exploration and development of natural
resource properties. At that time Michael Noble was named sole officer and a
director of the company, and Christian Jean Prieur was named a director. At that
time the Board of Directors voted to seek capital and begin development of our
business plan. We received our initial funding of $10,000 through the sale of
common stock to Mr. Noble who purchased 2,000,000 shares of our Common Stock at
$0.005 per share on December 15, 2006.
DESCRIPTION OF BUSINESS
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern. The source of information contained in this discussion is our geology
report.
17
There is the likelihood of our mineral claims containing little or no economic
mineralization or reserves of silver and other minerals. The Acid property
consisting of four contiguous, located, lode mineral claims comprising a total
of 82.64 acres, are the only claims currently in the company's portfolio. If our
claims do not contain any reserves all funds that we spend on exploration will
be lost. Even if we complete our current exploration program and are successful
in identifying a mineral deposit we will be required to expend substantial funds
on further drilling and engineering studies before we will know if we have a
commercially viable mineral deposit or reserve.
GLOSSARY
AEROMAGNETIC SURVEY - a magnetic survey conducted from the air normally
using a helicopter or fixed-wing aircraft to carry the detection instrument
and the recorder.
ALLUVIAL - unconsolidated sediments that are carried and hence deposited by
a stream or river. In the southwest USA most in filled valleys often
between mountain ranges were deposited with alluvium.
ANDESITIC TO BASALTIC COMPOSITION - a range of rock descriptions using the
chemical make-up or mineral norms of the same.
APHANITIC - fine grained crystalline texture.
BLIND-BASIN - a basin practically closed off by enveloping rock exposures
making the central portion of unconsolidated alluvial basin isolated.
ELONGATE BASIN - a longer than wide depression that may be favorable to
in-filling by adjacent eroding mountains.
FORMATION - the fundamental unit of similar rock assemblages used in
stratigraphy.
INTERMONTANE BELT - between mountains (ranges), a usually longer than wide
depression occurring between enclosing mountain ranges that supply
erosional material to infill the basin.
LODE MINERAL CLAIM (NEVADA) - with a maximum area contained within 1500'
long by 600' wide = 20.66 acres.
OVERBURDEN OR DRIFT COVER - any loose material which overlies bedrock.
PLAGIOCLASE FELDSPAR - a specific range of chemical composition of common
or abundant rock forming silicate minerals.
18
PLAYA - the lowest part of an intermontane basin which is frequently
flooded by run-off from the adjacent highlands or by local rainfall.
PORPHYRITIC IN AUGITE PYROXENE - Large porphyroblasts or crystals of a
specific rock-forming mineral, i.e. augite occurring within a matrix of
finer grained rock-forming minerals.
QUARTERNARY - the youngest period of the Cenozoic era.
SNOW EQUIVALENT - Approximately 1" of precipitation (rain) = 1' snow.
SYENITE - Coarse grained, alkalic, low in quartz intrusive rock.
TRACHYTE - fine grained or glassy equivalent of a syenite.
VOLCANICLASTIC - Angular to rounded particles of a wide range of size
within (a welded) finer grain-sized matrix of volcanic origin.
GENERAL INFORMATION
The property on which the net proceeds of the offering will be spent, are the
Acid mineral claims, comprised of 4 contiguous claims totaling 82.64 acres. The
beneficial owner of the mineral claims is Lucky Strike Explorations Inc., and
the claims are in good standing until September 30, 2007.
The Acid property lies in the west central area of the State of Nevada west
- -southwest of the town of Goldfield and is accessible from Highway 95. The area
experiences about 4" - 8" of precipitation annually of which about 20% may occur
as a snow equivalent. The town of Tonapah that lies 26 miles to the north of
Goldfield, NV offers much of the necessary infrastructure required to base and
carry-out an exploration program (accommodations, communications, equipment and
supplies). The claim areas' elevation is approximately 5,900 feet. The
physiographic setting of the property can be described as open desert in the
valleys within a mosaic of rugged mountain ranges in an interior plateau
setting.
The recorded mining history of the general area dates from the 1860's when
prospectors passed through the area. There were many significant lode gold and
other mineral product deposits developed in the area. We have not carried out
any exploration work on the claims and have incurred no exploration costs. The
future cost of exploration work on the property is disclosed in detail in the
Plan of Operation section of this prospectus.
There is not a plant or any equipment currently located on the property. It is
expected that the initial exploration phase will be supported by generators. The
19
town of Tonapah that lies 26 miles to the north of Goldfield, NV offers much of
the necessary infrastructure required to base and carry-out an exploration
program (accommodations, communications, equipment and supplies).
A three-phase exploration program to evaluate the area is considered appropriate
and is recommended by the consulting geologist in his report. Phase 1 of the
work program will consist of detailed prospecting, mapping and soil
geochemistry. Contingent upon favorable results from Phase 1, Phase 2 work would
consist of magnetometer and VLF electromagnetic, grid controlled surveys over
the areas of interest determined by the Phase 1 survey. Contingent upon the
results of Phases 1 and 2, Phase 3 would consist of an induced polarization
survey over grid controlled anomalous areas of interest outlined by Phase 1&2
fieldwork. Hoe or bulldozer trenching, mapping and sampling of bedrock anomalies
would also be carried out.
The cost of the proposed program is $9,500 for the initial phase of exploration
work, $10,500 for the contingent second phase and $30,000 for the third phase.
We plan to commence Phase 1 of the exploration program in the summer of 2007 if
we are able to raise the necessary funds from this offering.
The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report. Because we
have not commenced our exploration program we cannot provide a more detailed
discussion of our plans if we find a viable store of minerals on our property,
as there is no guarantee that exploitable mineralization will be found, the
quantity or type of minerals if they are found and the extraction process that
will be required. We are also unable to assure you we will be able to raise the
additional funding to proceed with any subsequent work on the claims if
mineralization is found.
ACQUISITION OF THE MINERAL CLAIMS
The Acid Mineral Claims were staked by James McLeod, the consulting geologist,
and are recorded in the name of the company. The claims are in good standing to
September 30, 2007.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
The title for the claims are in good standing until September 2007. During the
first week in August 2007 a filing is to be made by the Company to the County
and Bureau of Land Management that we intend to retain the claims and to
continue performing exploration work on them. Such work will be reported and
filed at the appropriate time.
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
The Acid mineral claims are comprised of 4 contiguous claims totaling 82.64
acres. The mineral claim area may be located on the Esmeralda County 1:250,000
map sheet. At the center of the property the latitude is 37(degree) 40' N and
the longitude is 117(degree) 18' W.
20
The claims are motor vehicle accessible from the Town of Goldfield, Nevada by
traveling 3 miles south along Highway 95 to the Montezuma Ridge cut-off and then
6 miles southwest on the gravel road to the mineral claims. The Acid property
lies in the west central area of the State of Nevada west -southwest of the town
of Goldfield and is accessible from Highway 95.
The area experiences about 4" - 8" of precipitation annually of which about 20%
may occur as a snow equivalent. This amount of annual precipitation reflects a
climatic classification of arid to semi-arid. The summers can experience hot
weather, middle 60's to 70's F(degree) average with high spells of 100+F(degree)
while the winters are generally more severe than the dry belt to the west and
can last from December through February. Temperatures experienced during
mid-winter average for January of from the high 20's to the low 40's F(degree)
with low spells down to -20 F(degree).
The town of Tonapah that lies 26 miles to the north of Goldfield, NV offers much
of the necessary infrastructure required to base and carry-out an exploration
program (accommodations, communications, equipment and supplies). Larger or more
specialized equipment can be acquired in the City of Las Vegas lying 209 miles
by paved road (Highway 95) to the south.
Infrastructure such as highways and secondary roads, communications,
accommodations and supplies that are essential to carrying-out an exploration
and development program are at hand, between Tonopah, Goldfield and Las Vegas.
21
[MAP SHOWING CLAIM LOCATION]
22
[MAP SHOWING THE CLAIM AREA]
23
HISTORY
The recorded mining history of the general area dates from the 1860's when
prospectors passed through the area. The many significant lode gold and other
mineral product deposits developed in the area was that of the Goldfield Camp,
1905, Coaldale coal field, 1913, Divide silver mining District, 1921 and the
Candalaria silver mine which operated as an underground lode gold deposit in
1922 and again in the 1990's as an open cut, cyanide heap leach operation.
Previous work completed in the area is helpful as it provides some indication as
to the type, grades and location of minerals present in the area, though there
is no guarantee the previous work will result in any exploitable mineral
deposits on our claims.
GEOLOGICAL SETTING
REGIONAL GEOLOGY
The regional geological map of Nevada, scale 1:1,000,000 compiled by John H.
Stewart and John E. Carlson, 1977 depict the State as being underlain by all
types of rock units. These appear to range from oldest to youngest in an east to
west direction, respectively. The oldest units are found to occur in the
southeast corner of the State along the Colorado River. The bedrock units
exhibit a north-south fabric of alternating east-west ranges and valleys
suggesting E-W compression. Faulting plays a large part in many areas of Nevada
and an even larger part in the emplacement of mineral occurrences and ore
bodies.
LOCAL GEOLOGY
The local geology to the southwest of Goldfield, NV reveals a NE-SW trending,
elongate or elliptical blind-basin bounded, i.e. closed off around its
circumference by rock exposures.
Throughout this outcropping ring-shaped feature are abundant, scattered rock
exposures of Lower - Middle Paleozoic carbonate and aphanitic to very fine grain
sized sediments, as quartzite, siltstone, claystone and more abundant limestone.
Some transitional metamorphic rocks are interspersed. A myriad of Tertiary
volcanic rocks and minor sedimentary units overlie the old Paleozoic units.
PROPERTY GEOLOGY
The geology of the Acid property area may be described as being covered by
Quaternary alluvium and playa deposits and some Lower Paleozoic limestone. This
young covered basin within a larger surrounding area of known mineral
occurrences exhibiting good geological setting portrays an excellent target area
to conduct exploration. The outcrops partially surrounding or flanking the
alluvial covered valley underlying the mineral claim area suggests mineral
occurrences or structurally prepared bedrock may be sought after in those areas.
24
[MAP SHOWING THE REGIONAL GEOLOGY]
25
PROPERTY MINERALIZATION
The deposit types that are found occurring in the regional area and the more
localized areas vary considerably. Silver and gold quartz veins predominate at
Tonopah. Some of the most productive veins represent the silicification and
replacement of sheeted zones of trachyte that was originally marked by close-set
parallel fractures, but not faulting. Essentially of two types of quartz veins
as determined by their host either 1) older pre-Tertiary volcanic rocks, i.e.
Silver Peak (Mineral Ridge area), Weepah and Hornsilver or 2) Tertiary rhyolite
host rocks such as Tonopah and other younger volcanic rocks, i.e. Goldfield and
Divide. Base metal deposits are more commonly of interest now than in the past
except in the hour of need such as wartime.
By far the largest production in the County comes from vein-type of gold and
silver occurrences in quartz fissure in either pre-Tertiary volcanic or Tertiary
volcanic host rocks.
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claims.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any minerals that we are able to recover.
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
Our exploration programs in Nevada are subject to state and federal regulations
regarding environmental considerations. All operations involving the exploration
for the production of minerals are subject to existing laws and regulations
relating to exploration procedures, safety precautions, employee health and
safety, air quality standards, pollution of streams and fresh water sources,
26
odor, noise, dust and other environmental protection controls adopted by
federal, state and local governmental authorities as well as the rights of
adjoining property owners. We may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact that any
proposed exploration for or production of minerals may have upon the
environment. All requirements imposed by any such authorities may be costly,
time consuming and may delay commencement or continuation of exploration or
production operations. Future legislation may significantly emphasize the
protection of the environment, and, as a consequence, our activities may be more
closely regulated to further the cause of environmental protection. Such
legislation, as well as further interpretation of existing laws in the United
States, may require substantial increases in equipment and operating costs and
delays, interruptions, or a termination of operations, the extent of which
cannot be predicted. Environmental problems known to exist at this time in the
United States may not be in compliance with regulations that may come into
existence in the future. This may have a substantial impact upon the capital
expenditures required of us in order to deal with such problem and could
substantially reduce earnings.
The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
We paid $3,500 for the geology report and $3,500 for the staking of the claims.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Michael Noble. Mr. Noble currently
devotes 5-7 hours per week to company matters and after receiving funding he
plans to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.
27
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10K-SB annually
and Form 10Q-SB quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
PLAN OF OPERATION
Our current cash balance is $10,000. We believe our cash balance is sufficient
to fund our limited levels of operations until June 2007. If we experience a
shortage of funds prior to funding we may utilize funds from our directors, who
have informally agreed to advance funds to allow us to pay for offering costs,
filing fees, and professional fees, however they have no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. In
order to achieve our business plan goals, we will need the funding from this
offering. We are an exploration stage company and have generated no revenue to
date. We have sold $10,000 in equity securities to pay for our minimum level of
operations.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.
Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claims containing little or no economic mineralization or reserves of silver and
other minerals. There is the possibility that our claims do not contain any
reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit we will be required to expend substantial funds to bring our
claims to production. We are unable to assure you we will be able to raise the
additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.
28
Our plan of operation for the twelve months following the date of this
prospectus is to complete the three phases of the exploration program. In
addition to the $50,000 we anticipate spending for the exploration program as
outlined below, we anticipate spending an additional $20,000 on professional
fees, including fees payable in connection with the filing of this registration
statement and complying with reporting obligations, and general administrative
costs. Total expenditures over the next 12 months are therefore expected to be
approximately $70,000, which is the amount to be raised in this offering and our
cash on hand. We will require the funds from this offering to proceed.
The following work program has been recommended by the consulting geologist who
prepared the geology report.
PHASE 1
Detailed prospecting, mapping and soil geochemistry.
The estimated cost for this program is all inclusive $ 9,500
PHASE 2
Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. Included in this estimated cost is
transportation, accommodation, board, grid installation,
two geophysical surveys, maps and report 10,500
PHASE 3
Induced polarization survey over grid controlled anomalous
area of interest outlined by Phase 1&2 fieldwork. Hoe or
bulldozer trenching, mapping and sampling of bedrock
anomalies. Includes assays, detailed maps and reports 30,000
-------
Total $50,000
=======
Each phase following phase 1 is contingent upon favorable results from the
previous phase.
If we are successful in raising the funds from this offering we plan to commence
Phase 1 of the exploration program on the claims in the summer of 2007. We
expect this phase to take 15 days to complete and an additional one to two
months for the consulting geologist to receive the results from the assay lab
and prepare his report.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
29
Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $10,500 and will take
approximately 10 days to complete and an additional one to two months for the
consulting geologist to receive the results from the assay lab and prepare his
report.
Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $30,000 and will take approximately 20 days to complete
and an additional one to two months for the consulting geologist to receive the
results from the assay lab and prepare his report.
We anticipate commencing the second phase of our exploration program in fall
2007 and phase 3 in Spring 2008. We have a verbal agreement with James McLeod,
the consulting geologist who prepared the geology report on our claims, to
retain his services for our planned exploration program. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
proceed with any work after the exploration program if we find mineralization.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our property, and possible cost overruns
due to increases in the cost of services.
To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We are
seeking funding from this offering to provide the capital required for our
exploration program. We believe that the funds from this offering will allow us
to operate for one year.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. If the first phase of our
30
exploration program is successful in identifying mineral deposits we will
proceed with phases two and three and any subsequent drilling and extraction.
The sources of funding we may consider to fund this work include a second public
offering, a private placement of our securities or loans from our directors or
others.
Our directors have agreed to advance funds as needed until the offering is
completed or failed and has agreed to pay the cost of reclamation of the
property should exploitable minerals not be found and we abandon the second
phase of our exploration program and there are no remaining funds in the
company. While they have agreed to advance the funds, the agreement is verbal
and is unenforceable as a matter of law.
The one property in the Company's portfolio, on which the net proceeds of the
offering will be spent, is the Acid 1-4 Mineral Claims, comprised of a total of
82.64 acres. We have not carried out any exploration work on the claims and have
incurred no exploration costs.
We received our initial funding of $10,000 through the sale of common stock to
Mr. Noble, our officer and a director, who purchased 2,000,000 shares of our
common stock at $0.005 per share on December 15, 2006. From inception until the
date of this filing we have had no operating activities. Our financial
statements from inception (December 15, 2006) through the year ended December
31, 2006 report no revenues and a net loss of $590.
CRITICAL ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
In February 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share", which specifies the computation,
presentation and disclosure requirements for earnings (loss) per share for
entities with publicly held common stock. SFAS No. 128 supersedes the provisions
of APB No. 15, and requires the presentation of basic earnings (loss) per share
and diluted earnings (loss) per share. The Company has adopted the provisions of
SFAS No. 128 effective May 19, 2006 (date of inception).
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
31
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
INCOME TAXES
Income taxes are provided in accordance with SFAS 109, "Accounting for Income
Taxes". A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment." SFAS No. 123R replaced SFAS No. 123 and superseded APB No. 25. SFAS
No. 123R will require compensation costs related to share-based payment
transactions to be recognized in the financial statements. The effective date of
SFAS No. 123R is the first reporting period beginning after December 15, 2005.
The adoption of SFAS No. 123R should not have a significant impact on the
Company's financial position or results of operations until such time the
Company has share-based payments. The Company will adopt the provisions of SFAS
No. 123R at that time. In December 2004, the FASB issued SFAS No. 153,
"Exchanges of Nonmonetary Assets, an Amendment of APB Opinion No. 29". SFAS No.
153 is based on the principle that exchanges of nonmonetary assets should be
measured based on the fair value of the assets exchanged. APB No. 29,
"Accounting for Nonmonetary Transactions," provided an exception to its basic
measurement principle (fair value) for exchanges of similar productive assets.
Under APB No. 29, an exchange of a productive asset for a similar productive
asset was based on the recorded amount of the asset relinquished. SFAS No. 153
eliminates this exception and replaces it with an exception of exchanges of
nonmonetary assets that do not have commercial substance. SFAS No. 153 became
32
effective for our Company as of July 1, 2005. The Company will apply the
requirements of SFAS No. 153 on any future nonmonetary exchange transactions. In
March 2005, the FASB issued FASB Interpretation ("FIN") No. 47 "Accounting For
Conditional Asset Retirement Obligations--An Interpretation Of FASB Statement
No. 143". FIN No. 47 clarifies the timing of liability recognition for legal
obligations associated with the retirement of a tangible long-lived asset when
the timing and/or method of settlement are conditional on a future event. FIN
No. 47 is effective for us no later than December 31, 2005. We do not expect
that the adoption of FIN No. 47 will have a material impact on our financial
condition or results of operations.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes And Error
Corrections, A Replacement Of APB No. 20 And FASB Statement No. 3". SFAS No. 154
requires retrospective application to prior periods' financial statements of a
voluntary change in accounting principle unless it is impracticable. APB No. 20,
"Accounting Changes," previously required that most voluntary changes in
accounting principle be recognized by including in net income of the period of
the change the cumulative effect of changing to the new accounting principle.
This statement is effective for our Company as of January 1, 2006. The Company
does not believe that the adoption of SFAS No. 154 will have a material impact
on our financial statements.
DESCRIPTION OF PROPERTY
We do not currently own any property. We lease shared office facilities at 8290
W. Sahara Avenue, Suite 160, Las Vegas, NV 89117 and currently pay approximately
$65 per month. The facilities include answering services, fax services,
secretarial services, reception area and shared office and boardroom meeting
facilities which are all available on a pay per use basis. Management believes
the current premises are sufficient for its needs at this time.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Noble and Mr. Prieur will not be paid for any underwriting services that
they perform on our behalf with respect to this offering. They will also not
receive any interest on any funds that they may advance to us for expenses
incurred prior to the offering being closed. Any funds loaned will be repaid
from the proceeds of the offering.
On December 16, 2006, a total of 2,000,000 shares of Common Stock were issued to
Mr. Noble in exchange for $10,000 US, or $.005 per share. All of such shares are
"restricted" securities, as that term is defined by the Securities Act of 1933,
as amended, and are held by an officer and director of the Company. (See
"Principal Stockholders".)
33
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We plan to contact a market maker immediately following the completion of the
offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board (OTCBB). The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. The OTCBB is not an issuer listing service, market or
exchange. Although the OTCBB does not have any listing requirements per se, to
be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the SEC or applicable regulatory authority. Market Makers are not
permitted to begin quotation of a security whose issuer does not meet this
filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Lucky Strike Explorations Inc.; nor anyone
acting on our behalf with any market maker regarding participation in a future
trading market for our securities.
As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus Lucky Strike Explorations
Inc. had one shareholder of record. We have paid no cash dividends and have no
outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
34
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
35
REGULATION M
Our officer and director, who will offer and sell the shares, is aware that he
is required to comply with the provisions of Regulation M, promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officer and director, sales agent, any broker-dealer or other
person who participate in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
REPORTS
We will become subject to certain filing requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountant,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.
EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Mr. Noble and Mr. Prieur.
Summary Compensation Table
Other
Name & Annual Restricted All Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary($) Bonus($) sation($) Award(s)($) SARs($) Payouts($) sation($)
- -------- ---- --------- -------- --------- ----------- ------- ---------- ---------
M Noble 2006 -0- -0- -0- -0- -0- -0- -0-
President
CJ Prieur
Director 2006 -0- -0- -0- -0- -0- -0- -0-
There are no current employment agreements between the company and its executive
officer.
On December 16, 2006, a total of 2,000,000 shares of common stock were issued to
Mr. Noble in exchange for cash in the amount of $10,000 U.S., or $.005 per
share.
The terms of these stock issuances were as fair to the company, in the opinion
of the board of directors, as could have been made with an unaffiliated third
party.
36
Mr. Noble currently devotes approximately 5-7 hours per week to manage the
affairs of the company. Mr. Prieur currently devotes 1-2 hours per week to the
company. Mr. Noble has agreed to work with no remuneration until such time as
the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
FINANCIAL STATEMENTS
The financial statements of Lucky Strike Explorations Inc. for the year ended
December 31, 2006, and related notes, included in this prospectus have been
audited by George Stewart, CPA, and have been so included in reliance upon the
opinion of such accountants given upon their authority as an expert in auditing
and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
37
LUCKY STRIKE EXPLORATIONS, INC.
INDEX
Report of Independent Registered Public Accounting Firm F-2
Financial Statements:
Balance Sheet - December 31, 2006 F-3
Statement of Operations - December 15, 2006 - December 31, 2006 F-4
Statement of Stockholders' Equity - December 15, 2006 - December 31, 2006 F-5
Statement of Cash Flows - December 15, 2006 - December 31, 2006 F-6
Notes to Financial Statements F-7
F-1
GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Lucky Strike Explorations, Inc.
I have audited the accompanying balance sheet of Lucky Strike Explorations, Inc.
(An Exploration Stage Company) as of December 31, 2006, and the related
statement of operations, stockholders' equity and cash flows for the period from
December 15, 2006 (inception), to December 31, 2006. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lucky Strike Explorations, Inc. (An
Exploration Stage Company) as of December 31, 2006, and the results of its
operations and cash flows from December 15, 2006 (inception) to December 31,
2006, in conformity with generally accepted accounting principles in the United
States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #3 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart, CPA
- -----------------------------
Las Vegas, Nevada
February 15, 2007
F-2
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of
December 31,
2006
--------
ASSETS
CURRENT ASSETS
Cash $ 10,000
--------
TOTAL CURRENT ASSETS 10,000
--------
TOTAL ASSETS $ 10,000
========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 590
--------
TOTAL CURRENT LIABILITIES 590
--------
TOTAL LIABILITIES 590
--------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 2,000,000 shares issued and outstanding
as of December 31, 2006 2,000
Additional paid-in capital 8,000
Deficit accumulated during exploration stage (590)
--------
TOTAL STOCKHOLDERS' EQUITY 9,410
--------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 10,000
========
See Notes to Financial Statements
F-3
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
December 15, 2006
(inception)
through
December 31,
2006
-----------
REVENUES
Revenues $ --
-----------
TOTAL REVENUES --
GENERAL & ADMINISTRATIVE EXPENSES 590
-----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (590)
-----------
NET INCOME (LOSS) $ (590)
===========
BASIC EARNING (LOSS) PER SHARE $ (0.00)
===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,000,000
===========
See Notes to Financial Statements
F-4
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From December 15, 2006 (Inception) through December 31, 2006
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, DECEMBER 15, 2006 -- $ -- $ -- $ -- $ --
Stock issued for cash on December 15, 2006
@ $0.005 per share 2,000,000 2,000 8,000 10,000
---------- ------- ------- ------ --------
Net loss, December 31, 2006 (590) (590)
---------- ------- ------- ------ --------
BALANCE, DECEMBER 31, 2006 2,000,000 $ 2,000 $ 8,000 $ (590) $ 9,410
========== ======= ======= ====== ========
See Notes to Financial Statements
F-5
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
December 15, 2006
(inception)
through
December 31,
2006
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (590)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable 590
--------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES --
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 2,000
Additional paid-in capital 8,000
--------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 10,000
--------
NET INCREASE (DECREASE) IN CASH 10,000
CASH AT BEGINNING OF PERIOD --
--------
CASH AT END OF YEAR $ 10,000
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ --
========
Income Taxes $ --
========
See Notes to Financial Statements
F-6
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Lucky Strike Explorations Inc. (the Company) was incorporated under the laws of
the State of Nevada on December 15, 2006. The Company was formed to engage in
the acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
In February 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share", which specifies the computation,
presentation and disclosure requirements for earnings (loss) per share for
entities with publicly held common stock. SFAS No. 128 supersedes the provisions
of APB No. 15, and requires the presentation of basic earnings (loss) per share
and diluted earnings (loss) per share. The Company has adopted the provisions of
SFAS No. 128 effective May 19, 2006 (date of inception).
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
F-7
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES
Income taxes are provided in accordance with SFAS 109, "Accounting for Income
Taxes". A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment." SFAS No. 123R replaced SFAS No. 123 and superseded APB No. 25. SFAS
No. 123R will require compensation costs related to share-based payment
transactions to be recognized in the financial statements. The effective date of
SFAS No. 123R is the first reporting period beginning after December 15, 2005.
The adoption of SFAS No. 123R should not have a significant impact on the
Company's financial position or results of operations until such time the
Company has share-based payments. The Company will adopt the provisions of SFAS
No. 123R at that time.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an Amendment of APB Opinion No. 29". SFAS No. 153 is based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of the assets exchanged. APB No. 29, "Accounting for Nonmonetary
Transactions," provided an exception to its basic measurement principle (fair
value) for exchanges of similar productive assets. Under APB No. 29, an exchange
of a productive asset for a similar productive asset was based on the recorded
amount of the asset relinquished. SFAS No. 153 eliminates this exception and
replaces it with an exception of exchanges of nonmonetary assets that do not
have commercial substance. SFAS No. 153 became effective for our Company as of
July 1, 2005. The Company will apply the requirements of SFAS No. 153 on any
future nonmonetary exchange transactions.
In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47 "Accounting
For Conditional Asset Retirement Obligations--An Interpretation Of FASB
Statement No. 143". FIN No. 47 clarifies the timing of liability recognition for
legal obligations associated with the retirement of a tangible long-lived asset
when the timing and/or method of settlement are conditional on a future event.
FIN No. 47 is effective for us no later than December 31, 2005. We do not expect
that the adoption of FIN No. 47 will have a material impact on our financial
condition or results of operations.
F-8
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes And Error
Corrections, A Replacement Of APB No. 20 And FASB Statement No. 3". SFAS No. 154
requires retrospective application to prior periods' financial statements of a
voluntary change in accounting principle unless it is impracticable. APB No. 20,
"Accounting Changes," previously required that most voluntary changes in
accounting principle be recognized by including in net income of the period of
the change the cumulative effect of changing to the new accounting principle.
This statement is effective for our Company as of January 1, 2006. The Company
does not believe that the adoption of SFAS No. 154 will have a material impact
on our financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from December 15, 2006 (date of
inception) to December 31, 2006 and generated a net loss of $590. This condition
raises substantial doubt about the Company's ability to continue as a going
concern. Because the Company is currently in the exploration stage and has
minimal expenses, management believes that the company's current cash of $10,000
is sufficient to cover the expenses they will incur during the next twelve
months in a limited operations scenario or until they raise additional funding.
Management plans to raise additional funds through debt or equity offerings.
Management's current plan includes a SB-2 registration statement with the U.S.
Securities and Exchange Commission of 2,500,000 shares for sale at $.02 per
share to raise capital of $50,000 to implement their business plan. There is no
guarantee that the Company will be able to raise any capital through this or any
other offerings.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
F-9
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company may, in the future, become involved in
other business opportunities as they become available, they may face a conflict
in selecting between the Company and their other business opportunities. The
Company has not formulated a policy for the resolution of such conflicts.
Michael Noble and Christian Jean Prieur, officers and directors of the Company,
will not be paid for any underwriting services that they perform on behalf of
the Company with respect to the Company's upcoming SB-2 offering. They will also
not receive any interest on any funds that they advance to the Company for
offering expenses prior to the offering being closed which will be repaid from
the proceeds of the offering.
NOTE 6. INCOME TAXES
As of December 31, 2006
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 590
Tax rate 15%
-------
Gross deferred tax assets 88
Valuation allowance (88)
-------
Net deferred tax assets $ 0
=======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 7. NET OPERATING LOSSES
As of December 31, 2006, the Company has a net operating loss carryforwards of
approximately $590. Net operating loss carryforward expires twenty years from
the date the loss was incurred.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
F-10
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006
NOTE 8. STOCK TRANSACTIONS (Continued)
On December 15, 2006, the Company issued a total of 2,000,000 shares of common
stock to Michael Noble for cash in the amount of $0.005 per share for a total of
$10,000.
As of December 31, 2006 the Company had 2,000,000 shares of common stock issued
and outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following class of
capital stock as of December 31, 2006:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 2,000,000 shares
issued and outstanding.
F-11
Dealer Prospectus Delivery Obligation
"UNTIL SEPTEMBER 7, 2007, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Lucky Strike Exploration Inc.'s By-Laws allow for the indemnification of the
officers and directors in regard to their carrying out the duties of their
offices. The board of directors will make determination regarding the
indemnification of the director, officer or employee as is proper under the
circumstances if he/she has met the applicable standard of conduct set forth in
the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
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corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
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holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Lucky Strike Explorations, we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.
Securities and Exchange Commission registration fee $ 6
Accounting fees and expenses $2,400
Legal fees $1,500
Preparation and EDGAR conversion fees $ 900
Transfer Agent fees $ 700
Printing $ 494
------
Total $6,000
======
RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
On December 16, 2006, a total of 2,000,000 shares of common stock were issued in
exchange for $10,000 US, or $.005 per share. These securities were issued to the
officer and a director of the company.
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EXHIBITS
Exhibit 3.1 Articles of Incorporation*
Exhibit 3.2 Bylaws*
Exhibit 5 Opinion re: Legality*
Exhibit 23.1 Consent of counsel (See Exhibit 5)*
Exhibit 23.2 Consent of independent auditor
Exhibit 23.3 Consent of professional mining engineer*
Exhibit 99.1 Subscription Agreement*
Exhibit 99.2 Geology Report*
- ----------
* Filed with our SB-2 Registration Statement on February 22, 2007
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low and high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement ; and
(iii) Include any additional or changed material information on the plan of
distribution.
2. That, for the purpose of determining any liability under the Securities
Act, treat each post-effective amendment as a new registration statement of
the securities offered herein, and that the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the By-Laws of the
company, or otherwise, we have been advised that in the opinion of the
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Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or other control person
in connection with the securities being registered, we will, unless in the
opinion of our legal counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
5. For determining any liability under the Securities Act, we shall treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by us under Rule 424(b)(1), or (4), or 497(h) under the
Securities Act as part of this registration statement as of the time the
Commission declared it effective.
6. For determining any liability under the Securities Act, we shall treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that the offering of the securities at that time as the
initial bona fide offering of those securities.
II-5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Las Vegas, NV, on
April 23, 2007.
Lucky Strike Explorations Inc.
/s/ Michael Noble
------------------------------
By: Michael Noble, Director
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Michael Noble April 23, 2007
- ------------------------------------- --------------
Michael Noble, President & Director Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)
/s/ Christian Jean Prieur April 23, 2007
- ------------------------------------- --------------
Christian Jean Prieur, Director Date
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