UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission file number 333-140839
Lucky Strike Explorations Inc.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 20-8055672
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8290 W. Sahara Avenue, Suite 160
Las Vegas, NV 89117
(Address of Principal Executive Offices & Zip Code)
(702)922-2700
(Telephone Number)
Michael Noble
8290 W. Sahara Avenue, Suite 160
Las Vegas, NV 89117
(702)922-2700
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of December 31, 2007, the registrant had 5,800,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of December 31, 2007.
LUCKY STRIKE EXPLORATIONS INC.
TABLE OF CONTENTS
Page No.
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Part I
Item 1. Business 3
Item 1A. Risk Factors 12
Item 2. Properties 14
Item 3. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Securities Holders 15
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 15
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 17
Item 8. Financial Statements and Supplementary Data 20
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 31
Item 9A. Controls and Procedures 31
Part III
Item 10. Directors and Executive Officers 31
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 34
Item 13. Certain Relationships and Related Transactions 35
Item 14. Principal Accounting Fees and Services 35
Part IV
Item 15. Exhibits 35
Signatures 36
2
PART I
ITEM 1. 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.
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.
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Plagioclase feldspar - a specific range of chemical composition of common
or abundant rock forming silicate minerals.
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, 2008.
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. The
initial exploration phase will be supported by generators. 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).
4
A three-phase exploration program to evaluate the area is considered appropriate
and is recommended by the consulting geologist. 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.
The consulting geologist was paid a deposit of $4,750 to commence Phase 1 of the
exploration program on the claims. He has completed the field work and received
the results from the assay lab and is currently preparing his report and
recommendations.
The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report on the
property. Because we only recently 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, 2008.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
The title for the claims are in good standing until September 2008. During the
first week in August 2008 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.
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.
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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.
6
[MAP SHOWING THE CLAIM LOCATION]
7
[MAP SHOWING THE CLAIM AREA]
8
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.
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
9
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. 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,
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
10
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 he plans to devote as much
time as the board of directors determines is necessary to manage the affairs of
the company in the future. There are no formal employment agreements between the
company and our current employee.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We 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 are subject to disclosure filing requirements, including filing Form
10K annually and Form 10Q 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.
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ITEM 1A. RISK FACTORS
WE ARE AN EXPLORATION STAGE COMPANY AND HAVE ONLY RECENTLY COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.
We have only recently commenced exploration on the Acid 1-4 Mineral Claims
and have not yet received the report from the geologist on the first phase
of exploration. 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 and funding. 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.
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.
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.
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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.
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
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.
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.
13
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.
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.
ITEM 2. PROPERTIES
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.
14
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the
year ended December 31, 2007.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our shares are quoted on the OTC Electronic Bulletin Board (OTCBB) under the
symbol "LCKY". The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
securities. The OTCBB is not an issuer listing service, market or exchange. To
be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the Securities and Exchange Commission 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. There has been no active trading of our securities, and,
therefore, no high and low bid pricing. As of the date of this report Lucky
Strike Explorations had 28 shareholders 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. Our shares 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.
15
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:
- 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.
16
REPORTS
We are 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 Securities and Exchange Commission. All reports and
information filed by us can be found at their website, www.sec.gov.
TRANSFER AGENT
The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place,
Suite C, Scottsdale, Arizona as transfer agent.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue.
We incurred operating expenses of $19,365 and $590 for the years ended December
31, 2007 and 2006, respectively. These expenses consisted of general operating
expenses incurred in connection with the day to day operation of our business
and the preparation and filing of our registration statement and periodic
reports. Our net loss from inception (December 15, 2006) through December 31,
2007 was $20,225.
Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at December 31, 2007 was $49,025 with no outstanding
liabilities. We have sold $74,000 in equity securities since inception, $14,000
from the sale of 2,800,000 shares of stock to our officer and director and
$60,000 from the sale of 3,000,000 shares registered pursuant to our SB-2
Registration Statement which became effective on March 12, 2007.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
BUSINESS OPERATIONS OVERVIEW
Through December 31, 2007 we had sold $74,000 in equity securities to pay for
our business operations. On April 5, 2007, we closed our offering pursuant to a
SB-2 Registration Statement filed with the U.S. Securities and Exchange
Commission, which became effective on March 12, 2007. We sold 3,000,000 shares
of common stock to 27 unaffiliated shareholders at $.02 per share for total
proceeds of $60,000.
17
Our plan of operation for the twelve months following funding is to complete the
three phases of the exploration program. We have paid a $4,750 deposit to the
geologist to commence Phase 1 of the exploration program. In addition to the
remaining $45,250 we anticipate spending for the exploration program as outlined
below, we anticipate spending an additional $5,000 on professional fees,
including fees payable in connection with compliance with reporting obligations
and general administrative costs. Total expenditures over the next 12 months are
therefore expected to be approximately $50,000.
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.
The consulting geologist was paid a deposit of $4,750 to commence Phase 1 of the
exploration program on the claims. He has completed the field work and received
the results from the assay lab and is currently preparing his report and
recommendations.
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.
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
18
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 spring
2008 and phase 3 in summer 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 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.
19
ITEM 8. FINANCIAL STATEMENTS
LUCKY STRIKE EXPLORATIONS, INC.
INDEX
Report of Independent Registered Public Accounting Firm 21
Financial Statements:
Balance Sheet - December 31, 2007 and 2006 22
Statement of Operations - December 31, 2007 and 2006 23
Statement of Stockholders' Equity - December 31, 2007 and 2006 24
Statement of Cash Flows - December 31, 2007 and 2006 25
Notes to Financial Statements 26
20
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, 2007 and 2006, and the related
statement of operations, stockholders' equity and cash flows for the years then
ended and the period from December 15, 2006 (inception), to December 31, 2007.
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, 2007 and 2006, and the results of
its operations and cash flows for the years then ended and from December 15,
2006 (inception) to December 31, 2007, 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
- -------------------------------
Seattle, Washington
March 6, 2008
21
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of As of
December 31, December 31,
2007 2006
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 49,025 $ 10,000
Deposit 4,750 --
-------- --------
TOTAL CURRENT ASSETS 53,775 10,000
-------- --------
TOTAL ASSETS $ 53,775 $ 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;
5,800,000 and 2,000,000 shares issued and outstanding
as of December 31, 2007 and December 31, 2006, respectively 5,800 2,000
Additional paid-in capital 68,200 8,000
Deficit accumulated during exploration stage (20,225) (590)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 53,775 9,410
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 53,775 $ 10,000
======== ========
See Notes to Financial Statements
22
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
December 15, 2006
(inception)
Year Ended Year Ended through
December 31, December 31, December 31,
2007 2006 2007
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
OPERATING COSTS
General & Administrative Expenses 12,235 590 12,825
Professional Fees 7,400 -- 7,400
---------- ---------- ----------
TOTAL OPERATING COSTS 19,635 590 20,225
---------- ---------- ----------
NET INCOME (LOSS) $ (19,635) $ (590) $ (20,225)
========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,911,233 2,000,000
========== ==========
See Notes to Financial Statements
23
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From December 15, 2006 (Inception) through December 31, 2007
- --------------------------------------------------------------------------------
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
========== ======= ======== ========= =========
Stock issued for cash on February 23, 2007
@ $0.005 per share 800,000 800 3,200 4,000
Stock issued for cash on April 5, 2007
@ $0.02 per share 3,000,000 3,000 57,000 60,000
Net loss, December 31, 2007 (19,635) (19,635)
---------- ------- -------- --------- ---------
BALANCE, DECEMBER 31, 2007 5,800,000 $ 5,800 $ 68,200 $ (20,225) $ 53,775
========== ======= ======== ========= =========
See Notes to Financial Statements
24
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
December 15, 2006
(inception)
Year Ended Year Ended through
December 31, December 31, December 31,
2007 2006 2007
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(19,635) $ (590) $(20,225)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable (590) 590 --
(Increase) Decrease in Deposit (4,750) -- (4,750)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (24,975) -- (24,975)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 3,800 2,000 5,800
Additional paid-in capital 60,200 8,000 68,200
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 64,000 10,000 74,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 39,025 10,000 49,025
CASH AT BEGINNING OF PERIOD 10,000 -- --
-------- -------- --------
CASH AT END OF YEAR $ 49,025 $ 10,000 $ 49,025
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
25
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2007
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 commenced limited exploration work.
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 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 December 15, 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.
26
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2007
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (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 Accounting
Principles Board Opinion 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. 123 (revised 2004)
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"). 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 Opinion No. 29, "Accounting
for Nonmonetary Transactions," provided an exception to its basic measurement
principle (fair value) for exchanges of similar productive assets. Under APB
Opinion 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"). 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.
27
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2007
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
FIN No. 47 is effective for the Company no later than December 31, 2005. The
Company does not expect that the adoption of FIN No. 47 will have a material
impact on its 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"). SFAS No. 154 requires retrospective application to prior periods'
financial statements of a voluntary change in accounting principle unless it is
impracticable. APB Opinion 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.
This statement is effective for the Company as of January 1, 2006. The Company
does not believe that the adoption of SFAS No. 154 will have a material impact
on its 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, 2007 and generated a net loss of $20,225. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the exploration stage and has
minimal expenses, management believes that the company's current cash and
prepaid deposits of $53,775 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.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company may, in the future, become involved in
other business opportunities as they become available, they may face a conflict
in selecting between the Company and their other business opportunities. The
Company has not formulated a policy for the resolution of such conflicts.
28
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2007
NOTE 6. INCOME TAXES
As of December 31, 2007
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 20,225
Tax rate 34%
--------
Gross deferred tax assets 6,877
Valuation allowance (6,877)
--------
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, 2007, the Company has a net operating loss carryforward of
approximately $20,225. 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.
On December 15, 2006, the Company issued a total of 2,000,000 shares of common
stock to Michael Noble for cash in the amount of $0.005 per share for a total of
$10,000.
On February 23, 2007, the Company issued a total of 800,000 shares of common
stock to Michael Noble for cash in the amount of $0.005 per share for a total of
$4,000.
On April 5, 2007, the Company issued a total of 3,000,000 shares of common stock
from its registered SB-2 offering to 27 shareholders at $.02 per share to raise
an aggregate amount of $60,000.
As of December 31, 2007 the Company had 5,800,000 shares of common stock issued
and outstanding.
29
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2007
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2007:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 5,800,000 shares
issued and outstanding.
30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms relating to our
company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The officer and directors of Lucky Strike Explorations Inc., whose one year
terms will expire 12/31/08, or at such a time as their successor(s) shall be
elected and qualified are as follows:
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Michael Noble 53 President, 12/15/06 12/31/08
8290 W. Sahara Avenue Secretary,
Suite 160 Treasurer,
Las Vegas, NV 89117 CFO, CEO &
Director
Christian Jean Prieur 41 Director 12/15/06 12/31/08
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.
31
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, 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.
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
32
a certificate from the same university as a Fitness Specialist, which was also
received in June 1990.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
M. Noble 2007 0 0 0 0 0 0 0 0
CEO, 2006 0 0 0 0 0 0 0 0
President,
Director
CJ Prieur, 2007 0 0 0 0 0 0 0 0
Director 2006 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
- ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
M Noble 0 0 0 0 0 0 0 0 0
CJ Prieur 0 0 0 0 0 0 0 0 0
33
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
M Noble 0 0 0 0 0 0 0
CJ Prieur 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, or $.005 per share. On
February 23, 2007 a total of 800,000 shares of common stock were issued to Mr.
Noble in exchange for cash in the amount of $4,000, 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.
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.
ITEM 12. 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 report:
Name of No. of Percentage
Beneficial Owner(1) Shares of Ownership:
------------------- ------ -------------
Michael Noble 2,800,000 48%
Christian Jean Prieur 0 0%
All Officers and
Directors as a Group 2,800,000 48%
- ----------
(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.
34
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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, or $.005 per share. On
February 23, 2007 a total of 800,000 shares of common stock were issued to Mr.
Noble in exchange for cash in the amount of $4,000, 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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $5,900 for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended December 31, 2007.
For the year ended December 31, 2006, the total fees charged to the company for
audit services were $Nil, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil.
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
* 3(i) Articles of Incorporation
* 3(ii) Bylaws
31 Sec. 302 Certification of CEO/CFO
32 Sec. 906 Certification of CEO/CFO
- ----------
* Incorporated by reference to our Form SB-2 Registration Statement, filed
under SEC File Number 333-140839
35
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Las Vegas, state
of Nevada, on March 25, 2008.
Lucky Strike Explorations Inc.
/s/ Michael Noble
--------------------------
By: Michael Noble
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Michael Noble March 25, 2008
- ------------------------------------- --------------
Michael Noble, President & Director Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)
/s/ Christian Jean Prieur March 25, 2008
- ------------------------------------- --------------
Christian Jean Prieur, Director Date
36