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, 2011
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.)
4240 W. Flamingo Road, Suite 201
Las Vegas, NV 89103
(Address of Principal Executive Offices & Zip Code)
(702) 922-2700
(Telephone Number)
Michael Noble
4240 W. Flamingo Road, Suite 201
Las Vegas, NV 89103
(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 whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark 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 March 23, 2012, 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 March 30, 2011.
LUCKY STRIKE EXPLORATIONS INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 4
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. [Removed and Reserved] 6
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 19
Item 9A. Controls and Procedures 19
Part III
Item 10. Directors and Executive Officers 21
Item 11. Executive Compensation 23
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 24
Item 13. Certain Relationships and Related Transactions 25
Item 14. Principal Accounting Fees and Services 25
Part IV
Item 15. Exhibits 25
Signatures 26
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.
The Company carried out the first phase of exploration on The Acid property
consisting of four contiguous, located, lode mineral claims comprising a total
of 82.64 acres. The results of Phase I were not promising and management
determined it was in the best interests of the shareholders to abandon the
property and actively pursue another property on which exploration could be
conducted, better utilizing our remaining cash assets.
COMPETITION
We will not compete directly with anyone for the exploration or removal of
minerals from any property on which we may carry out exploration activities in
the future as we plan to 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 would likely be able to
sell any minerals that we are able to recover.
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
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
where the claims are located.
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.
3
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 Acid
claims. The consulting geologist was paid $8,500 for Phase 1 of the exploration
program on the claims.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Michael Noble. Mr. Noble currently
devotes 2-5 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-K 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.
ITEM 1A. RISK FACTORS
WE ARE AN EXPLORATION STAGE COMPANY AND HAVE CARRIED OUT EXPLORATION ON ONE
PROPERTY WITH UNSUCCESSFUL RESULTS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.
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.
We completed the first phase of exploration on the Acid 1-4 Mineral Claims.
The results of the exploration were not promising and the program was
abandoned. We are currently searching for another property on which we can
conduct exploration. We have not earned any revenues as of the date of this
annual report.
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. We anticipate that we will incur increased
4
operating expenses without realizing any revenues. We therefore expect to
incur significant losses into the foreseeable future. We recognize that if
we are unable to generate significant revenues from development of a future
claim we will not be able to earn profits or continue 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.
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.
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
5
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 2-5 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 4240
W. Flamingo Road, Suite 201, Las Vegas, NV 89103 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.
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. [REMOVED AND RESERVED]
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
6
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.
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;
7
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.
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
BUSINESS OPERATIONS OVERVIEW
Through December 31, 2011 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.
8
The consulting geologist was paid $8,500 for Phase 1 of the exploration program
on the claims. He completed the field work and provided the company with his
recommendations. The first phase of exploration, which included detailed
prospecting and soil sampling, identified a minimal number of anomalies but they
were determined to not be promising enough to proceed with further exploration
and management determined it was in the best interests of the shareholders to
abandon the property and actively pursue another property on which exploration
could be conducted, better utilizing our remaining cash assets.
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue.
We incurred operating expenses of $11,270 and $11,373 for the years ended
December 31, 2011 and 2010, 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, 2011 was $71,243.
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, 2011 was $17 with $1,660 in 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.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to secure a new property for
exploration.
We do not intend to purchase any significant property or equipment, nor incur
any significant changes in employees during the next 12 months.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
9
ITEM 8. FINANCIAL STATEMENTS
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Lucky Strike Explorations Inc.
I have audited the accompanying balance sheets of Lucky Strike Explorations Inc.
(An Exploration Stage Company) as of December 31, 2011 and 2010, and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2011 and 2010 and for the period from December 15, 2006
(inception), to December 31, 2011. 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, 2011 and 2010, and the results of
its operations and cash flows for the years ended December 31, 2011 and 2010 and
the period from December 15, 2006 (inception), to December 31, 2011 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
------------------------------
Seattle, Washington
March 27, 2012
10
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
December 31, December 31,
2011 2010
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 17 $ 12,542
Deposits 4,400 4,825
-------- --------
TOTAL CURRENT ASSETS 4,417 17,367
-------- --------
TOTAL ASSETS $ 4,417 $ 17,367
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,660 $ 3,340
-------- --------
TOTAL CURRENT LIABILITIES 1,660 3,340
-------- --------
TOTAL LIABILITIES 1,660 3,340
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 5,800,000 shares issued and outstanding as of
December 31, 2011 and December 31, 2010, respectively 5,800 5,800
Additional paid-in capital 68,200 68,200
Deficit accumulated during exploration stage (71,243) (59,973)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 2,757 14,027
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 4,417 $ 17,367
======== ========
See Notes to Financial Statements
11
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,
2011 2010 2011
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
OPERATING COSTS
General & Administrative Expenses 3,770 3,208 17,850
Mineral Property Expenditures -- -- 16,328
Professional Fees 7,500 8,165 37,065
---------- ---------- ----------
TOTAL OPERATING COSTS 11,270 11,373 71,243
---------- ---------- ----------
NET INCOME (LOSS) $ (11,270) $ (11,373) $ (71,243)
========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,800,000 5,800,000
========== ==========
See Notes to Financial Statements
12
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From December 15, 2006 (Inception) through December 31, 2011
--------------------------------------------------------------------------------
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
========== ======= ======== ========= =========
Net loss, December 31, 2008 (18,350) (18,350)
---------- ------- -------- --------- ---------
BALANCE, DECEMBER 31, 2008 5,800,000 5,800 68,200 (38,575) 35,425
========== ======= ======== ========= =========
Net loss, December 31, 2009 (10,025) (10,025)
---------- ------- -------- --------- ---------
BALANCE, DECEMBER 31, 2009 5,800,000 5,800 68,200 (48,600) 25,400
========== ======= ======== ========= =========
Net loss, December 31, 2010 (11,373) (11,373)
---------- ------- -------- --------- ---------
BALANCE, DECEMBER 31, 2010 5,800,000 5,800 68,200 (59,973) 14,027
========== ======= ======== ========= =========
Net loss, December 31, 2011 (11,270) (11,270)
---------- ------- -------- --------- ---------
BALANCE, DECEMBER 31, 2011 5,800,000 $ 5,800 $ 68,200 $ (71,243) $ 2,757
========== ======= ======== ========= =========
See Notes to Financial Statements
13
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,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(11,270) $(11,373) $(71,243)
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 (1,680) 1,600 1,660
(Increase) Decrease in Deposit 425 (4,825) (4,400)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (12,525) (14,598) (73,983)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 74,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 74,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (12,525) (14,598) 17
CASH AT BEGINNING OF PERIOD 12,542 27,140 --
-------- -------- --------
CASH AT END OF YEAR $ 17 $ 12,542 $ 17
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
14
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2011
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Lucky Strike Explorations Inc. (the Company) was incorporated under the laws of
the State of Nevada on December 15, 2006. The Company was formed to engage in
the acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has performed limited exploration work and is currently seeking new
mining properties for exploration.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
15
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2011
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from December 15, 2006 (date of
inception) to December 31, 2011 and generated a net loss of $59,973. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. The Company is currently in the exploration stage and has minimal
expenses, however, management does not believe that the company's current cash
and cash equivalents of $17 is sufficient to cover the expenses they will incur
during the next twelve months.
16
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2011
--------------------------------------------------------------------------------
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company may, in the future, become involved in
other business opportunities as they become available, they may face a conflict
in selecting between the Company and their other business opportunities. The
Company has not formulated a policy for the resolution of such conflicts.
NOTE 6. INCOME TAXES
As of December 31, 2011
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 71,243
Tax rate 34%
--------
Gross deferred tax assets 24,223
Valuation allowance (24,223)
--------
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, 2011, the Company has a net operating loss carryforward of
approximately $71,243. Net operating loss carryforwards expires twenty years
from the date the loss was incurred.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
17
LUCKY STRIKE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2011
--------------------------------------------------------------------------------
NOTE 8. STOCK TRANSACTIONS (CONTINUED)
On December 15, 2006, the Company issued a total of 2,000,000 shares of common
stock to Michael Noble for cash in the amount of $0.005 per share for a total of
$10,000.
On February 23, 2007, the Company issued a total of 800,000 shares of common
stock to Michael Noble for cash in the amount of $0.005 per share for a total of
$4,000.
On April 5, 2007, the Company issued a total of 3,000,000 shares of common stock
from its registered SB-2 offering to 27 shareholders at $.02 per share to raise
an aggregate amount of $60,000.
As of December 31, 2011 the Company had 5,800,000 shares of common stock issued
and outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2011:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 5,800,000 shares
issued and outstanding.
18
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 (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
19
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of December 31, 2011, based on the framework set forth
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
20
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended December 31,
2011 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
CEO AND CFO CERTIFICATIONS
Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The officer and directors of Lucky Strike Explorations Inc., whose one year
terms will expire 12/31/12, 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 57 President, 12/15/06 12/31/12
8290 W. Sahara Avenue Secretary,
Suite 160 Treasurer,
Las Vegas, NV 89117 CFO, CEO &
Director
Christian Jean Prieur 45 Director 12/15/06 12/31/12
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.
21
Mr. Noble currently devotes 2-5 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
a certificate from the same university as a Fitness Specialist, which was also
received in June 1990.
22
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 2011 0 0 0 0 0 0 0 0
CEO, 2010 0 0 0 0 0 0 0 0
President, 2009 0 0 0 0 0 0 0 0
Director
CJ Prieur, 2011 0 0 0 0 0 0 0 0
Director 2010 0 0 0 0 0 0 0 0
2009 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
23
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 2-5 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.
24
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
For the year ended December 31, 2011, the total fees charged to the company for
audit services were $7,500, for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.
For the year ended December 31, 2010, the total fees charged to the company for
audit services were $7,500, 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
101 Interactive data files pursuant to Rule 405 of Regulation S-T
----------
* Document is incorporated by reference and can be found in its entirety in
our Registration Statement on Form SB-2, SEC File Number 333-140839, at the
Securities and Exchange Commission website at www.sec.gov.
25
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 report to be signed on
its behalf by the undersigned, in the city of Las Vegas, state of Nevada, on
March 30, 2011.
Lucky Strike Explorations Inc.
/s/ Michael Noble
--------------------------
By: Michael Noble
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Michael Noble March 30, 2011
------------------------------------- --------------
Michael Noble, President & Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
/s/ Christian Jean Prieur March 30, 2011
------------------------------------- --------------
Christian Jean Prieur, Director Date
26