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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 
For the fiscal year ended MAY 31, 2008

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT 
For the transition period from _______ to _______

Commission file number: 333-146675

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

|Wyoming                                                  | 26-0665441                          
|-------------------------------------------------------- | ------------------------------------
|(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                         |                                     
|1685 H Street, No. 155                                   |                                     
|Blaine, Washington                                       | 98230                               
|(Address of principal executive offices)                 | (Zip Code)                          

Issuers telephone number: (888) 755-9766
  Issuers email address: sierraventures@gmail.com

Securities Registered Under Section 12(b) of the Exchange Act:
None

Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value(Title of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer as defined by Rule 405 of the Securities Act Yes
[   ]   No [X].

Indicate by check mark if the registrant is not required to file
reports pursuant to Rule 13 or Section 15(d) of the Act Yes [  
]   No [X].

Indicate by check mark whether the issuer (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. 
Yes [X]    No
[   ]

Check if disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will 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, a non-accelerated filer or a smaller reporter.

Large accelerated filer [   ]
    Accelerated
      filer                
      [   ]Non-accelerated filer  
      [   ]
    Smaller reporting company [X]


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

Issuer's revenues for its most recent fiscal year: $0.

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The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference tothe price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently
completed fiscal quarter: 8,900,000 common shares at $0.05* = $445,500. (* -
last price at which the Corporation offered stock for sale under its SB-2
registration statement.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date. 8,900,000 common
shares issued and outstanding as of October 15, 2008.

Transitional Small Business Disclosure Format (Check one): Yes
[   ]    No [X]

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K intowhich the document is
incorporated: (1) any annual report to shareholders; (2) Any proxy or
information statement and (3) any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933:

SB-2 Report dated October 11, 2007 including audited financial
statements to May 31, 2007.

S-1 Report dated September 05, 2008 including audited financial
statements to May 31, 2008.

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TABLE OF CONTENTS

Item
      1
    Description
      of BusinessItem
      1A
    Risk
      FactorsItem
      1B
    Unresolved
      Staff CommentsItem
      2
    PropertiesItem
      3
    Legal
      ProceedingsItem
      4
    Submission
      of Matters to a Vote of Security HoldersItem
      5
    Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity SecuritiesItem
      6
    Selected
      Financial DataItem
      7
    Managements
      Discussion and Analysis of Financial Condition and Results of OperationsItem
      7A
    Quantitative
      and Qualitative Disclosure of Market RiskItem
      8
    Financial
      Statements and Supplementary DataItem
      9
    Changes
      in and Disagreements With Accountants on Accounting and Financial
      DisclosureItem
      9A(T)
    Controls
      and ProceduresItem
      9B
    Other
      InformationItem
      10.
    Directors,
      Executive Officers and Corporate GovernanceItem
      11
    Executive
      CompensationItem
      12
    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder MattersItem
      13
    Certain
      Relationships and Related Transactions, and Director IndependenceItem
      14
    Principal
      Accountant Fees and ServicesPart
      15
    Exhibits,
      Financial Statements and Schedules


Cautionary Statement Regarding Forward-Looking
Statements

This annual report contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. Some
discussions in this report may contain forward-looking statements that involve
risk and uncertainty.

A number of important factors could cause our actual results to
differ materially from those expressed in any forward-looking statements made in
this report. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar
expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" beginning on page 7, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles. References to common shares refer to common shares in our
capital stock.

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

Sierra is an exploration stage Corporation. There is no
assurance that commercially viable mineral deposits exist on the claims we have
under option. Further exploration and/or drilling will be required before a
final evaluation as to the economic and legal feasibility of our projects is
determined.

Glossary of Exploration Terms

The following terms, when used in this report, have the
respective meanings specified below:

| | Development     | Preparation of a mineral deposit for commercial
      production, including installation of plant and machinery and the
      construction of all related facilities. The development of a mineral
      deposit can onlybe made after a commercially viable mineral
      deposit, a reserve, has been appropriately evaluated as economically and
      legally feasible.
| | --------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Diamond drill   | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.         
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Exploration     | Prospecting, trenching, mapping, sampling, geochemistry,
      geophysics, diamond drilling and other work involved in searching for
      mineral bodies.                                                                                                                                                                                                                 
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Geochemistry    | Broadly defined as all parts of geology that involve
      chemical changes or narrowly defined as the distribution of the elements
      in the earths crust; the distribution and migration of the individual
      elements in the various parts of the earth.                                                                                                         
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Geology         | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                                                           
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Geophysics      | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                                                                  
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Mineral         | A naturally occurring inorganic element or compound
      having an orderly internal structure & characteristic chemical
      composition, crystal form & physical properties.                                                                                                                                                                                            
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Mineral Reserve | A mineral reserve is that part of a mineral deposit which
      could be economically and legally extracted or produced at the time of the
      reserve determination.                                                                                                                                                                                                    
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Mineralization  | Rock containing an undetermined amount of minerals or
      metals.                                                                                                                                                                                                                                                                                                        
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Oxide           | Mineralized rock in which some of the original minerals,
      usually sulphide, have been oxidized. Oxidation tends to make the mineral
      more porous and permits a more complete permeation of cyanide solutions so
      that minute particles of gold in the interior of the minerals will be more
      readily dissolved.                                        

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PART I

Item 1. Description of Business.

Overview

We were incorporated in the State of Wyoming on October 19,
2006 as Sierra Ventures, Inc. and established a fiscal year end of May 31. Our
statutory registered agent's office is located at 1620 Central Avenue, Suite
202, Cheyenne, Wyoming 82001 and our business office is located at 1685 H
Street, No. 155, Blaine, Washington 98230. Our telephone number is (888)
755-9766.

There have been no material reclassifications, mergers,
consolidations or purchases or sales of any significant amount of assets not in
the ordinary course of business since the date of incorporation. We are a
start-up, exploration stage company engaged in the search for gold and related
minerals. There is no assurance that a commercially viable mineral deposit, a
reserve, exists in our claim or can be shown to exist until sufficient and
appropriate exploration is done and a comprehensive evaluation of such work
concludes economic and legal feasibility.

Our Current Business  Mineral Exploration

On March 22, 2007, we optioned a 25 percent interest in a gold
exploration and mining property referred to as the Zhangjiafan Mining Property
located in Jiangxi Province, Peoples Republic of China, 13 kilometres northwest
of Dexing City which is approximately 8 hours by aircraft and ground
transportation west from Shanghai by entering into an Option To Purchase And
Royalty Agreement with Jiujiang Gao Feng Mining Industry Limited Company of
Jiangxi City, Jiangxi Province, China, the beneficial owner of the property, an
arms-length Chinese corporation, to acquire an interest in the property by
making certain expenditures and carrying out exploration work.

The Corporations SB-2 registration statement whereby we raised
$100,000 through an initial public offering at a price of $0.05 per share was
filed with the Securities and Exchange Commission (the SEC) on October 11,
2007.

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with the initial exploration of
the Zhangjiafan property to determine if there are commercially exploitable
deposits of gold and silver. Gao Fenglin, Senior Engineer, recommends a
two-phase exploration program to properly evaluate the potential of the
property. Exploration will determine if gold exists on the property and if any
gold which is found can be economically extracted and profitably processed.

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

It is our intention to retain the services of the Jiujiang
Geological Engineering Group Company and Gao Fenglin prior to the commencement
of the first phase of the work program who will assess the results of the
program upon receipt of the report.

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Item 1A Risk Factors

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

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

We were incorporated on October 19, 2006 and we have not
started our proposed business or realized any revenues. We have no business
history upon which an evaluation of our future success or failure can be made.
Our net loss since inception is $62,127. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:

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

Based upon current plans, we expect to incur losses in future
periods. This will happen because there are expenses associated with the
exploration of our optioned property. We may not be successful in generating
revenues in the future. Failure to generate revenues will cause us to go out of
business.

Potential investors should be aware of the difficulties
normally encountered by a new enterprise and the high rate of failure of such
enterprises. The potential for future success must be considered in light of the
problems, expenses, difficulties complications and delays encountered in
connection with the development of a business in the area in which we intend to
operate and in connection with the formation and commencement of operations of a
new business in general. These include, but are not limited to, competition and
additional costs and expenses that may exceed current estimates. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and there can be no assurance that we will generate
significant operating revenues in the future or ever achieve profitable
operations.

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

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

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

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

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

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7

4. Good title to the Zhangjiafan property is registered
in the name of another person. Failure of Sierra to obtain good title to the
property will result in Sierra having to cease operations.

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

5. Currently Sierra has no right to the Zhangjiafan
property. In order to exercise its rights under the option agreement we must
incur certain exploration costs and make royalty payments. Failure by Sierra to
incur the exploration expenditures or to make the royalty payments will result
in forfeiture of Sierras right to acquire a 25% interest in the property.

Under the terms of the option agreement, Sierra has the right
to acquire a 25% interest in the right and title to the Zhangjiafan property
upon incurring exploration expenses on the property of a minimum of $20,000 by
May 31, 2008 such payment having been made, incurring additional exploration
expenses in the amount of $40,000 by May 31, 2009 and making annual advance on
royalty payments in the amount of $25,000 commencing May 31, 2010. Failure by
Sierra to make any of the payments or to incur the required exploration expenses
will result in the loss of the option to acquire an interest in the property.
Should we lose the option to acquire an interest in the property, Sierra would
have to cease operations.

6. If we decide not to complete both phases of our
exploration program or should we decide that further exploration is not feasible
we will have to cease operations.

Sierras exploration plan consists of two phases. Commencement
of the second phase is dependent on favourable completion of the first phase and
securing sufficient funding for phase II. Should Sierra, for any reason, decide
not to proceed with phase II of the exploration program, we will have to cease
operations.

It will be necessary to analyze the data following each of the
phases of the exploration program and come to a decision that further work is,
or is not, warranted and that such work is likely, or not likely, to add value
to the property prior to any decision being made as to proceeding to the next
phase. In the event that the geoscientist who supervises the phase I program
recommends in his written report, based on his evaluation of the results, that
the property lacks merit and no further value would be obtained by proceeding
with phase II, then a decision to not proceed with phase II would be made. Such
a decision would not be made arbitrarily by management.

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

Because Mr. Ian Jackson, our President and CEO, will be
devoting only approximately 6 hours per week to our business plans, our business
may suffer. As a result, exploration of the property may be periodically
interrupted or suspended. Interruptions to, or suspension of, exploration may
cause us to cease operations.

8. The probability of an individual prospect ever having
reserves is extremely remote.

The worldwide mining industry is founded upon small parcels of
land being explored by junior exploration entities while the chances of finding
reserves on any individual prospect is almost infinitesimal. It is not uncommon
to spend millions of dollars on a potential project, complete many phases of
exploration and

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8

still not obtain reserves that can be economically exploited.
Therefore, the chances of Sierras property having mineral reserves are remote.

9. Management lacks formal training in mineral
exploration.

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

10 Our common stock is classed as a penny stock.
Trading of our stock may be restricted by the SEC's penny stock regulations
which may limit a stockholder's ability to buy and sell our stock.

Rules 15g-1 through 15g-9 promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act) impose sales practice and
disclosure requirements on certain brokers-dealers who engage in transactions
involving a penny stock. The SEC has adopted regulations which generally
define "penny stock" to be any equity security that has a market price less than
$5.00 per share or an exercise price of less than $5.00 per share, subject to
certain exceptions. Our common stock is covered by the penny stock rules, which
impose additional sales practice requirements on broker-dealers who sell to
persons other than established customers and "accredited investors". The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these 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
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules may discourage investor interest in and limit
the marketability of our common stock.

In addition to the "penny stock" rules, the Financial Industry
Regulatory Authority (FINRA) has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. FINRAs requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

11. We will be required to evaluate our internal controls
under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results
from such evaluation could result in a loss of investor confidence in our
financial reports and have an adverse effect on the price of our shares of
common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we
expect that beginning with our annual report on Form 10-K for the fiscal year
ended after December 15, 2009, we will be required to furnish a report by
management on our internal controls over financial reporting. Such report will
contain among

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9

other matters, an assessment of the effectiveness of our
internal control over financial reporting, including a statement as to whether
or not our internal control over financial reporting is effective. This
assessment must include disclosure of any material weaknesses in our internal
control over financial reporting identified by our management. Such report must
also contain a statement that our auditors have issued an attestation report on
our managements assessment of such internal controls. Public Corporation
Accounting Oversight Board Auditing Standard No. 2 provides the professional
standards and related performance guidance for auditors to attest to, and report
on, our managements assessment of the effectiveness of internal control over
financial reporting under Section 404.

We have not yet commenced compiling the system and process
documentation and performing the evaluation needed to comply with Section 404
due to the high costs and challenges. We may not be able to complete our
evaluation, testing and any required remediation in a timely fashion. During the
evaluation and testing process, we may identify one or more material weaknesses
in our internal control over financial reporting, in which case we may not be
able to assert that our internal controls are designed and operating
effectively. If we are unable to assert that our internal control over financial
reporting is effective as of December 15, 2009 (or if our auditors are unable to
attest that our managements report is fairly stated or they are unable to
express an opinion on the effectiveness of our internal controls), we could lose
investor confidence in the accuracy and completeness of our financial reports,
which would have a material adverse effect on our stock price.

Failure to comply with the new rules may make it more difficult
for us to obtain certain types of insurance, including director and officer
liability insurance, and we may be forced to accept reduced policy limits and
coverage and/or incur substantially higher costs to obtain the same or similar
coverage. The impact of these events could also make it more difficult for us to
attract and retain qualified persons to serve on our board of directors, on
committees of our board of directors, or as executive officers.

12. Because we are small and poorly capitalized, we must
limit our exploration. This may prevent us from realizing any revenues and you
may lose your investment as a result.

Because we are small and do not have much capital, we must
limit the time and money we expend on exploration of interests on the optioned
property. In particular, we may not:

- spend as much money as we would like to explore the property on which we
  own or share mining interests;
- devote the time we would like to explore the property on which we own or
  share mining interests.;
- rent the quality of equipment we would like to have for exploration;
- have the number of people working on the property on which we own or share
  mining interests that we would like to have.

By limiting our operations, it may take longer and cost more to
explore our optioned property and decrease the likelihood of finding minerals,
if they exist.

Risks Associated With Doing Business in China

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

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

Our business operations will be located in, and our revenues,
if any, derived from activities in the PRC. Initially, prior to the exercise of
the option, our operations in China will be conducted through and with the
assistance of Jiujiang, a Chinese company and our partner. Accordingly, our
business, financial condition and results of operations could be significantly
and adversely affected by economic, political and social changes in China. The
economy of China has traditionally been a planned economy, subject to five-year
and annual plans adopted by the state, which set down national economic
development goals. Since 1978,

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10

the central government has been moving the economy from one
that is planned to a more open, market-oriented system. Economic development is
following a model of market economy under socialism. Under this direction, they
are expected to continue to strengthen Chinas economic and trading
relationships with foreign countries; business development in the PRC is
expected to follow market forces and the rules of market economics. However, the
Chinese government continues to play a significant role in regulating industry
by imposing industrial policies. In addition, there is no guarantee that a major
turnover of senior political decision makers will not occur, or that the
existing economic policy of the PRC will not be changed. A change in policies
could adversely affect our interests in China by changes in laws, regulations or
the interpretation thereof, confiscatory taxation, restrictions on currency
conversion, imports and sources of supplies, or the expropriation of private
enterprises.

Failure to comply with applicable laws, regulations, and
permitting requirements may result in enforcement actions thereunder, including
orders issued by regulatory or judicial authorities causing operations to cease
or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties
engaged in mining operations may be required to compensate those suffering loss
or damage by reason of mining activities and may have civil or criminal fines or
penalties imposed for violations of applicable laws or regulations. Amendments
to current laws, regulations and permits governing operations and activities of
companies engaged in mineral resource exploration and development, or more
stringent implementation thereof, could have a material adverse impact on our
operations and cause increases in capital expenditures or production costs or
reduction in levels of production at producing properties or require abandonment
or delays in development of new mining properties. The property interests and
potential property rights involve various Chinese state-sector entities whose
actions and priorities may be dictated by government policies, instead of purely
commercial considerations. While we believe that Jiujiang is operating in
compliance with all applicable rules and regulations we are unable to
independently verify such.

Additionally, corporations (such as an established subsidiary
or Chinese joint venture (CJV) with a foreign ownership component may be
required to work within a framework which is different to that imposed on
domestic Chinese companies. The Chinese government is opening up opportunities
for foreign investment in mining projects and this process is expected to
continue. However, if the government should reverse this trend and impose
greater restrictions on foreign corporations, our business and future earnings
could be negatively affected.

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

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

(a)Legal System - The Chinese legal
system is a civil law system based on written statutes. Unlike common law
systems (the system in the U.S.), it is a system in which decisions in earlier
legal cases do not generally have precedential value. The overall effect of
legislation enacted over the past 20 years has been to enhance the protections
afforded to foreign invested enterprises in China. However, these laws,
regulations and legal requirements are relatively recent and are evolving
rapidly; their interpretation and enforcement involve uncertainties. These
uncertainties could limit the legal protections available to foreign investors
such as the right of foreign invested enterprises to hold licenses and permits
such as business licenses. Because all of our assets are located outside the
U.S., it could be difficult for investors to effect service of process in the
U.S., or to enforce a judgment obtained in the U.S. against us or any of these
persons or entities.

---

11

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

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

(c)Taxation-Many tax rules are
not published in China and those that are published can be ambiguous and
contradictory, leaving a considerable amount of discretion to local tax
authorities. China currently offers tax and other preferential incentives to
encourage foreign investment. However, the tax regime of the PRC is undergoing
review and there is no assurance that such tax and other incentives will
continue to be available. There is also no guarantee that the pursuit of
economic reforms by the State will be consistent or effective and as a result,
changes in the rate or method of taxation, reduction in tariff protection and
other import restrictions, and changes in state policies affecting the mining
industry may have a negative effect on our operating results and financial
condition.

3. Although China has enacted environmental protection
legislation to regulate the mining industry, due to the very short history of
this legislation, national and local environmental protection standards are
still in the process of being formulated and implemented.

Chinese legislation provides for penalties and other
liabilities for the violation of environmental protection standards and
establishes, in certain circumstances, obligations to rehabilitate current and
former facilities and locations where operations are being or have been
conducted.

We believe that there are no outstanding notices, orders or
directives from central or local environmental protection agencies or local
government authorities alleging any breach of national or local environmental
quality standards by Jiujiang or any other party in respect of our optioned
property. Although both we and Jiujiang intend to fully comply with all
environmental regulations, there is a risk that permission to conduct
exploration and development activities could be withdrawn temporarily or
permanently where there is evidence of serious breaches of such standards. In
addition, given the relative lack of precedents in enforcing the new
environmental protection laws, there are no guarantees that the laws or the
interpretation of the laws or regulations will not materially change causing us
to have to cease operations in China.

4. Because we have relied on others for the provision of
the information upon which our decision to enter into a project in China is
based we cannot be certain that our understanding of the laws, rules and
regulations is not flawed.

While the information contained herein regarding the PRC has
been obtained from a variety of sources, including government and private
publications, independent verification of this information is not available and
there can be no assurance that the sources from which it is taken or on which it
is based are wholly accurate or reliable. A material misinterpretation may cause
us to lose our option or to have to cease operations in China.

---

12

5. Because the ownership and regulation of mineral
resources is subject to extensive government regulation we cannot assure
investors that required approvals, licenses and permits will be granted, or if
granted, such will occur in a timely manner.

Ownership of all land in China remains with the State and the
State, at the national, regional and local levels, is extensively involved in
the regulation of exploration and mining activities. Transfers of exploration
and exploration rights are also subject to governmental approval. Failure or
delays in obtaining necessary approvals could have a materially adverse affect
on our financial condition and results of operations. Nearly all mining projects
in the PRC require government approval. There can be no certainty that any such
approvals will be granted (directly or indirectly) to Jiujiang or any subsidiary
or CJV we may jointly establish in a timely manner, or at all. There is no
assurance that our mineral exploration and development activities will result in
any discoveries of commercial bodies of ore. The long-term profitability of our
operations will in part be directly related to the costs and success of our
exploration programs, which may be affected by a number of factors. Failure to
obtain such licences and permits as are required will cause us to cease
operations in China.

6.. Title to the Zhangjiafan property is registered in
the name of another entity in a foreign jurisdiction. Our failure to obtain good
title to the property will result in our having to cease operations in China.

Our ability to carry out successful mining activities will
depend on a number of factors. One of the most critical factors will be our
ability to obtain tenure to the property. While commitments to transfer or issue
required permits and licences may have been made by the relevant statutory
bodies and the vendor, the transfer or issuance of any such licenses must be in
accordance with Chinese law and in particular the relevant mining legislation.
Conditions imposed by the government as well as mining legislation generally
must also be complied with. No assurances can be given that these tenures will
be granted to us through a subsidiary or CJV, or if they are granted, that the
new entity will be in a position to comply with all conditions that are imposed.
In the event that they are not granted we will be forced to cease operations in
China.

Furthermore, while it is common practice that permits and
licenses may be renewed or transferred into other forms of licenses appropriate
for ongoing operations, no assurance can be given that a renewal or a transfer
will be granted to us or our subsidiary or CJV, or, if they are granted, that we
will be in a position to comply with all conditions that are imposed. Management
believes that Jiujiang has taken reasonable measures to ensure that the relevant
permits have been duly approved by and registered with all relevant authorities
in accordance with the laws and regulations in effect at the time and that
Jiujiang is the registered owner of the permits.

As of the date of this report, no legal opinion has been
obtained relating to the properties, permits and licenses over which we, through
Jiujiang, have or may acquire an interest.

Jiujiangs permit expires in December, 2008 and management has
received a copy of the exploration permit in respect of the property. While we
will, with the assistance of Jiujiang, take all steps necessary or possible to
renew these permits, there is no guarantee that such renewal attempts will be
successful. To the best of our knowledge none of the property interests
underlying the Zhangjiafan permit has been surveyed to establish boundaries.
There can be no assurance that any governmental authority in China could not
significantly alter the conditions of or revoke the applicable exploration or
mining authorizations held by Jiujiang or that our interest in such properties
will not be challenged or impugned by third parties or governmental authorities.

In addition, there can be no assurance that the property or
other assets in which the we have an interest are not subject to prior
unregistered agreements, transfers, pledges, mortgages or property and title may
be affected by undetected defects. It is difficult to verify that no agreements,
transfers, property, mortgages, pledges or other encumbrances exist given the
state of the legal and administrative systems in the PRC.

In the event that good title cannot be achieved or the required
permits are not available or are denied for whatever reason we will have to
terminate operations in China.

---

13

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

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

Item 1B. Unresolved Staff Comments

None

Item 2 Properties

Our principal office is located at 1685 H Street, No. 155,
Blaine, Washington 98230. Our telephone number is (888) 755-9766. Our principal
office is provided by our officer and director at no cost. We believe that the
condition of our principal office is satisfactory, suitable and adequate for our
current needs.

We hold the following property interest:

We have optioned a 25 percent interest in the Zhangjiafan
Mining Property, a gold exploration and mining property, located in Jiangxi
Province, China, approximately 8 hours by aircraft and ground transportation
west of Shanghai (1,000 miles). We can acquire an interest in the property by
making certain expenditures and carrying out exploration work.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to Sierra.

Item 4. Submission of Matters to a Vote of Security Holders

Our Annual General Meeting was held on October 30, 2008 at
which time stockholders approved the following actions:

|1. | received and approved the financial statements of the
      Corporation for its financial year ended May 31, 2008 together with the
      report of the independent auditors thereon;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | fixed the number of directors at one for the coming
      year;                                                                                                                      
|3. | elected a director, Ian Jackson, to serve until the next
      Annual General Meeting of Shareholders or until his respective
      successor(s) is/are elected or appointed;        
|4. | ratified the appointment of Gruber & Associates
      L.L.C., as independent auditors of the Corporation for the financial year
      ended May 31, 2009;                            

---

14

PART II

Item 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities

Our shares of common stock are not quoted or traded on any
electronic or other trading system. There is no public market for our common
shares.

Our common shares are issued in registered form. Olde Monmouth
Stock Transfer Co., Inc., of 200 Memorial Parkway, Atlantic Highlands, NY 07716
is our stock transfer agent. They can be contacted by telephone at (732)
872-2727 and by facsimile at (732) 872-2728.

On October 15, 2008 the shareholders' list of our common shares
showed 34 registered shareholders holding 8,900,000 shares; there are no shares
held by broker-dealers. There are 8,900,000 shares outstanding.

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings for use in our operations and the
expansion of our business.

Item 6. Selected Financial Data

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations

We were incorporated in the State of Wyoming on October 19,
2006 as Sierra Ventures, Inc. and established a fiscal year end of May 31. Our
statutory registered agent's office is located at 1620 Central Avenue, Suite
202, Cheyenne, Wyoming 82001 and our business office is located at 1685 H
Street, No. 155, Blaine, Washington 98230. Our telephone number is (888)
755-9766. We are a start-up, exploration stage company engaged in the search for
gold and related minerals. There is no assurance that a commercially viable
mineral deposit, a reserve, exists in our claim or can be shown to exist until
sufficient and appropriate exploration is done and a comprehensive evaluation of
such work concludes economic and legal feasibility.

On March 22, 2007, we optioned a 25 percent interest in the
Zhangjiafan Mining Property in Jiangxi Province, China, by entering into an
Option To Purchase And Royalty Agreement with Jiujiang Gao Feng Mining Industry
Limited Company, the beneficial owner of the property.

Under the terms of the agreement, Jiujiang granted to Sierra
the right to acquire 25% of the right, title and interest of Jiujiang in the
property, subject to its receiving annual payments and a royalty, in accordance
with the terms of the agreement, as follows:

| | a) | Sierra, or its permitted assigns, contributing
      exploration expenditures on the property of a minimum of US $20,000 on or
      before May 31, 2008 ($30,000 has been paid but the work has not yet
      commenced);       
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | Sierra, or its permitted assigns, contributing
      exploration expenditures on the property of a further US $40,000 for
      aggregate minimum contributed exploration expenses of US $60,000 on or
      before May 31, 2009;
| | c) | Sierra shall allot and issue 1,000,000 shares in the
      capital of Sierra to Jiujiang upon completion of a phase I exploration
      program as recommended by a competent
geologist;                                         

---

15

| | d) | Upon exercise of the option agreement, Sierra will pay to
      Jiujiang US $25,000 per annum as pre-payment of the net smelter return.,
      effective May 31, 2010.                                                                                                    
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | e) | Sierra will pay to Jiujiang an annual royalty equal to
      three percent (3%) of NSR; and                                                                                                                                                                               
| | f) | Sierra has the right to acquire an additional 26% of the
      right, title and interest in and to the Property by the payment of US
      $25,000 and by incurring an additional US $100,000 in exploration
      expenditures on the Property on or before May 31,
2010.

To date we have advanced $30,000 for the implementation of
phase I of the planned exploration program which had not commenced as of the
date of this report; we have not spent any money on research and development
activities. Information regarding the property was presented to Mr. Jackson for
review without any contractual obligations.

Gao Fenglin, Senior Engineer, Jiangxi Geological Engineering
Group Company, Jiujiang Branch, authored the Report of Exploration at the
Zhangjiafan Gold Property dated March 23, 2007 (the Report), in which his
firm recommends a two-phase exploration program to properly evaluate the
potential of the property. Gao Fenglin graduated from Guangzhou Geosciences
Institute with the approximate educational equivalency of a U.S. geological
engineer. He has practiced his profession as an exploration geologist for more
than 20 years.

Phase I Exploration Program

Exploration will assist in the determination of whether gold
exists on the property and if any which is found can be economically extracted
and profitably processed. Over the next eight months we intend to complete the
first phase of the exploration plan. If our initial exploration efforts are
favourable we intend to proceed with longer term exploration.

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

Phase II will not be carried out until 2009 and will be
contingent upon favourable results from phase I and specific recommendations in
the resulting report. Specifics of the work to be carried out have not yet been
determined and will be delineated as recommendations in the reporting of the
results of phase I. The second phase may require up to six weeks work and may
cost up to $200,000 in total (Sierras portion being $50,000) comprised of
wages, fees, camp, equipment rental, trenching, diamond drilling, assays and
related. Four months may be required for analysis and the preparation of a
report and evaluation on the work accomplished.

Although it may appear that phase II merely continues phase I,
such is not entirely the case. The work is phased in such a manner as to allow
decision points to ensure that future work has a value and will provide better
or additional information as to the viability of the claims. By utilizing a
multi-phase work program, at the end of each phase a decision can be made as to
whether the phase has provided the necessary information to increase the
viability of the project. If the information obtained as a result of any phase
indicates that there is no increased probability of finding an economically
viable deposit at the end of the project, a determination would be made that the
work should cease at that point. This is a standard procedure in the industry
prior to the commitment of additional funding to move a project forward to the
next phase of exploration and/or development.

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16

Results of Operations

Year EndedMay 312008
      
      
      2007Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      56,311
      
      $
      5,816Net Profit (Loss)
      $
      (56,311
      )
      $
      (5,816
      )


COMMON SHARES: Since inception we have used common stock and an
advance from a related party to raise money for our optioned mineral acquisition
and corporate expenses. Net cash provided by financing activities in the most
recent fiscal year ended May 31, 2008 was $100,000. In the fiscal year ended May
31, 2007 $25,000 cash was provided by financing activities as the result of the
sale of shares ($15,000 and an advance from a related party ($10,000). Net cash
provided by financing activities from inception on October 19, 2006 was $125,000
($115,000 as proceeds received from sales of our common stock and $10,000 as an
advance from an officer  since repaid).

Revenue

We have not earned any revenues since our inception.

Expenses

Our operating expenses for the year ended May 31, 2008 and 2007
are outlined in the table below:

|                                   |   | Year Ended May 31 | 
|---------------------------------- | - | ----------------- | 
|                                   |   | 2008              | 
|Professional Fees                  | $ | 5,000             | 
|Communications Expenses            |   | 8,154             | 
|Office Expenses                    |   | 9,695             | 
|Travel and Entertainment           |   | 3,412             | 
|Exploration of Resource Properties |   | 30,000            | 
|Contributed Services               |   | 50                | 
|TOTAL                              | $ | 56,311            | 

Operating expenses for the year ended May 31, 2008, increased
by 968% as compared to the comparative period in 2007, primarily as a result of
the commencement of our business plan and the payment made to Jiujiang for our
portion of the first phase of the exploration program on our optioned mineral
property.

During the year ended May 31, 2008 Sierra incurred operating
expenses of $56,311 as compared to $5,816 for the similar period last year and a
total of $62,127 for the period from inception on October 19, 2006 to May 31,
2008. The increase in the current years spending can be attributed to the
Corporation moving forward with its business plan. The costs incurred can be
further subdivided into the following categories.

PROFESSIONAL FEES: Sierra incurred $5,000 in professional fees
for the fiscal year ended on May 31, 2008 as compared to $3,300 for the previous
fiscal year. Increased costs were incurred in the past year as the result of the
completion of the filing of an SB-2 report and the attendant legal, accounting
and filing expenses as well as the formal commencement of our operational
business plan. From inception to October 19, 2006 we have incurred $8,300 in
professional fees mainly spent on legal and accounting matters. This expense
category will vary depending on corporate capital raising activities.

COMMUNICATIONS: $8,154 in communications costs were incurred in
fiscal year under review while $593 was incurred for the period ended May 31,
2007. For the period October 19, 2006 (inception) through May 31, 2008 Sierra
has spent a total of $8,747 on such expenses.

OFFICE EXPENSES: $9,695 in office costs were incurred in the
past year. By comparison, $666 was incurred for previous fiscal period ended May
31, 2007. For the period October 19, 2006 (inception)

---

17

through May 31, 2008 a total of $10,361 has been spent on
office related expenses. Office costs increased in the most recent year as the
result of our commencement of full time business operations.

TRAVEL AND ENTERTAINMENT COSTS: $3,412 in travel and
entertainment expenses were incurred in fiscal year under review while $1,157
was incurred for the period ended May 31, 2007. For the period October 19, 2006
(inception) through May 31, 2008 Sierra has spent a total of $4,569 on travel
and entertainment and related costs.

EXPLORATION OF RESOURCE PROPERTIES COSTS: We incurred $30,000
in mineral interest acquisition and exploration costs for the year ended May 31,
2008 and nil ($0) for the period ended May 31, 2007. For the period October 19,
2006 (inception) through May 31, 2007, $30,000 was recorded for exploration work
on our optioned projects. This category will vary from year to year dependent on
the exploration activities of the Company.

CONTRIBUTED EXPENSES: $50 in contributed expenses (for
contributed administrative costs) were incurred for the year ended May 31, 2008
while $100 was incurred in the period ended May 31, 2007. For the period October
19, 2006 (inception) through May 31, 2007 a total of $150 in contributed
expenses has been reflected in the financial statements. All contributed
expenses are reported as contributed costs with a corresponding credit to
additional paid-in capital. These costs remain relatively constant from quarter
to quarter and year to year.

The Corporations president contributed administrative services
to the Corporation for the period presented. The time and effort was recorded in
the accompanying financial statements based on the prevailing rates for such
services, which equalled $50 per hour based on the level of services
performed.

RESEARCH AND DEVELOPMENT: Sierra has not incurred any expenses
for research and development since inception on October 19, 2006.

COMPENSATION: No compensation costs were incurred for the
fiscal year ended on May 31, 2008 and none were incurred in the previous fiscal
year which ended on May 31, 2007. From inception to May 31, 2008 there have been
no charges to the compensation account.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2007 - 2008 or
from the date of inception.

At the end of the fiscal year under review, May 31, 2008 and as
of the date of this report, Sierra had 8,900,000 common shares issued and
outstanding.

Liquidity and Financial Condition

Working Capital

At May 31,
    
    
    At May 31,2008
    
    
    2007Current Assets
    $
    67,116
    
    $
    12,282Current Liabilities
    $
    14,034
    
    $
    3,000Working Capital
    $
    46,918
    
    $
    9,282


Cash Flows

At May 31,
    
    
    At May 31,2008
    
    
    2007Net Cash Used in Operating Activities
    $
    (45,166
    )
    $
    (2,718
    )Net Cash Provided by (Used In) Investing Activities
    $
    Nil
    
    $
    NilNet Cash Provided by Financing Activities
    $
    100,000
    
    $
    25,000Effect of Exchange Rate Changes
    $
    Nil
    
    $
    954Increase In Cash During The Period
    $
    54,834
    
    $
    (12,282
    )


---

18

As of May 31, 2008, our company had a working capital surplus
of $46,918.

Use of Proceeds

Net cash provided by financing activities from inception on
October 19, 2006 to May 31, 2008 was $125,000 as a result of proceeds received
from the sale of our common stock. During that same period, the following table
indicates how those proceeds have been spent to date:

Professional Fees
    $
    8,300Office Expenses
    
    10,361Travel and Entertainment Expenses
    
    4,569Communications
    
    8,747Exploration of Resource Properties
    
    30,000Total Use of
      Proceeds to May 31, 2007
    $
    61,977


Future Operations

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2008 - 2009. Management projects that
we may require $160,000 to fund our ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

Operating expenses
    $
    35,000Phase I exploration program
    
    30,000Phase II exploration program
    
    50,000Working Capital
    
    45,000Total
    $
    160,000


As at May 31, 2008 we had a working capital surplus of $46,219.
We plan to raise the additional capital required to meet the balance of our
estimated funding requirements for the next twelve months primarily through the
issuance of other privately placed securities. We do not anticipate that we will
be able to satisfy any of these funding requirements internally until we
significantly increase revenues.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2008, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

There is substantial doubt about our ability to continue as a
going concern because our business is dependent upon obtaining further
financing. The issuance of additional equity securities by us could result in a
significant dilution in the equity interests of current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.

Future Financings

We will require additional financing in order to enable us to
proceed with our plan of operations, as discussed above. Accordingly, we will
require additional financing in order to continue operations. There can be no
assurance that additional financing will be available to us when needed or, if
available, that it can be obtained on commercially reasonable terms. If we are
not able to obtain the additional financing on a timely basis, we will not be
able to meet our other obligations as they become due. We are pursuing various
alternatives to meet our immediate and long-term financial requirements.

We anticipate continuing to rely on equity sales of our common
stock in order to fund our business operations. Issuances of additional shares
will result in dilution to existing stockholders. There is no

---

19

assurance that we will achieve any additional sales of equity
securities or arrange for debt or other financing to fund our planned business
activities.

We presently do not have any arrangements for additional
financing and no potential lines of credit or sources of financing are currently
available for the purpose of proceeding with our plan of operations.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Going Concern

We are in the development stage, have not yet achieved
profitable operations and are dependent on our ability to raise capital from
stockholders or other sources to meet obligations arising from normal business
operations when they become due. Therefore, in their report on our audited
financial statements for the year ended May 31, 2008, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosure describing the circumstances that lead to this disclosure by our
independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.

Functional CurrencyThe Companys functional
currency is the United States dollar. Dollar costs of Sierras property
acquisition and planned exploration costs are in Chinese Yuan or Renminbi (RMB).
For purposes of consistency and to express United States Dollars throughout this
report, Chinese currency has been converted into United States currency at the
rate of US $1.00 being approximately equal to RMB 7.50 or RMB 1.00 being
approximately equal to US $0.133 which is the approximate average exchange rate
during recent months and which is consistent with the incorporated financial
statements.

Cash and Cash EquivalentsThe Company considers all
highly liquid securities with original maturities of three months or less when
acquired to be cash equivalents. There were no cash equivalents at May 31, 2008.

Financial InstrumentsAt May 31, 2008, the fair value
of the Companys financial instruments approximate their carrying value based on
their terms and interest rates.

Mineral InterestsMineral interest acquisition costs
include cash consideration and the estimated fair value of common shares issued
for mineral properties, based on recent share issuances. Exploration and
development expenditures are expensed in the period incurred until such time as
the Company establishes the existence of commercial

---

20

feasibility, at which time these costs will be deferred.
Administrative expenditures are expensed in the period incurred.

Mineral interest acquisition costs and related interest and
financing costs may be deferred until the property is placed into production,
sold or abandoned. Mineral interest acquisition costs will be deferred only when
and if proven and probable reserves have been found to exist. No proven or
probable reserves are currently known to exist.

Any deferred costs will be amortized on a unit-of-production
basis over the estimated proven and probable reserves of the property following
commencement of commercial production or written off if the property is sold,
allowed to lapse or abandoned.

Earnings (Loss) per Common ShareThe Company
computes net income (loss) per share in accordance with SFAS No. 128
Earnings per Share. The basic net loss per common share is computed by
dividing the net loss by the weighted average number of common shares
outstanding; basic loss per share excludes the impact of common stock
equivalents.. Diluted net loss per share gives effect to all dilutive potential
common shares outstanding during the period using the as if converted basis,
i.e., it utilizes the average market price per share when applying the treasury
stock method in determining common stock equivalents. For the year ended May 31,
2008, and for the period April 11, 2006 (date of inception) through May 31, 2008
there were no variances between the basic and diluted loss per share as there
were no potential dilutive securities.

Income TaxesThe Company has adopted SFAS No. 109,
Accounting for Income Taxesas of inception. The Company recognizes
deferred tax assets and liabilities based on differences between the financial
reporting and tax bases of assets and liabilities using the enacted tax rates
and laws that are expected to be in effect when the differences are expected to
be recovered. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. The Company provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.

Foreign Currency TranslationThe Companys
functional and reporting currency is the United States dollar and where
necessary the accounts of the Companys foreign operations have been translated
into United States dollars in accordance with SFAS No. 52 Foreign Currency
Translation. Assets and liabilities of those operations are translated in
U.S. dollars using exchange rates as of the balance sheet date; income and
expenses are translated using the average exchange rates for the reporting
period. Translation adjustments are deferred in accumulated other comprehensive
income (loss), a separate component of shareholders deficit.

Recent Accounting Pronouncements

In September, 2006 FASB issued SFAS No. 157, Fair Value
Measurements. This statement clarifies the definition of fair value,
establishes a framework for measuring fair value and expands the disclosures on
fair value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007. Management has not determined the effect, if any, the
adoption of this statement will have on the Companys financial statements.

In September, 2006 FASB issued SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans - An
amendment of FASB Statements No. 87, 88, 106, and 132(R)". One objective of
this standard is to make it easier for investors, employees, retirees and other
parties to understand and assess an employer's financial position and its
ability to fulfill the obligations under its benefit plans. SFAS No. 158
requires employers to fully recognize in their financial statements the
obligations associated with single - employer defined benefit pension plans,
retiree healthcare plans, and other postretirement plans. SFAS No. 158 requires
an employer to fully recognize in its statement of financial position the
over-funded or under-funded status of a defined benefit postretirement plan
(other

---

21

than a multiemployer plan) as an asset or liability and to
recognize changes in that funded status in the year in which the changes occur
through comprehensive income. This Statement also requires an employer to
measure the funded status of a plan as of the date of its yearend statement of
financial position, with limited exceptions. SFAS No. 158 requires an entity to
recognize as a component of other comprehensive income, net of tax, the gains or
losses and prior service costs or credits that arise during the period but are
not recognized as components of net periodic benefit cost pursuant to SFAS No.
87. This Statement requires an entity to disclose in the notes to financial
statements additional information about certain effects on net periodic benefit
cost for the next fiscal year that arise from delayed recognition of the gains
or losses, prior service costs or credits, and transition asset or obligation.
The company is required to initially recognize the funded status of a defined
benefit postretirement plan and to provide the required disclosures for fiscal
years ending after December 15, 2006. Management believes that this statement
will not have a significant impact on the Companys financial statements.

In February of 2007 FASB issued SFAS 159, The Fair Value
Option for Financial Assets and Financial Liabilities - including an amendment
of FASB Statement No. 115. The statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. The statement is effective as of the beginning of an
entitys first fiscal year that begins after November 15, 2007. The Company is
analyzing the potential accounting treatment.

FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, an interpretation of FA Statement No. 109 prescribes a
recognition threshold and a measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. Benefits from tax positions should be recognized in the financial
statements only when it is more likely than not that the tax position will be
sustained upon examination by the appropriate taxing authority that would have
full knowledge of all relevant information. The amount of tax benefits to be
recognized for a tax position that meets the more-likely-than-not recognition
threshold is measured as the largest amount of benefit that is greater than
fifty percent likely of being realized upon ultimate settlement. Tax benefits
relating to tax positions that previously failed to meet the
more-likely-than-not recognition threshold should be recognized in the first
subsequent financial reporting period in which that threshold is met or certain
other events have occurred. Previously recognized tax benefits relating to tax
positions that no longer meet the more-likely-than-not recognition threshold
should be derecognized in the first subsequent financial reporting period in
which that threshold is no longer met. Interpretation 48 also provides guidance
on the accounting for and disclosure of tax reserves for unrecognized tax
benefits, interest and penalties and accounting in interim periods.
Interpretation 48 is effective for fiscal years beginning after December 15,
2006. The change in net assets as a result of applying this pronouncement will
be a change in accounting principle with the cumulative effect of the change
required to be treated as an adjustment to the opening balance of retained
earnings on January 1, 2007 except in certain cases involving uncertainties
relating to income taxes in purchase business combinations. In such instances,
the impact of the adoption of Interpretation 48 will result in an adjustment to
goodwill. The adoption of this standard had no material impact on the Companys
financial statements.

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

The Report of Independent Auditor's by Gruber & Associates,
LLP, for the audited financial statements for the year ended May 31, 2008 is
included herein immediately preceding the audited financial statements.

---

Report of Independent Registered Public
  Accounting Firm

To the Board of Directors and Stockholders of 
  Sierra
  Ventures, Inc.

We have audited the balance sheet of Sierra Ventures, Inc. (an
  exploration stage company) as of May 31, 2008 and the related statements of
  operations, changes in stockholders equity and cash flows for the year ended
  May 31, 2008 and for the period October 19, 2006 (date of inception) through May
  31, 2007 and for the period October 19, 2006 (date of inception) through May 31,
  2008. Our responsibility is to express an opinion on these financial statements
  based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audits to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The Company
  is not required to have, nor were we engaged to perform an audit of the
  Company's internal control over its financial reporting. Our audits included
  consideration of internal control over financial reporting as a basis for
  designing audit procedures that are appropriate in the circumstances, but not
  for the purpose of expressing an opinion on the effectiveness of the Company's
  internal control over financial reporting. Accordingly, we express no such
  opinion. 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.
  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects the financial position of the Company
  as of May 31, 2008 and the results of its operations, cash flows and changes in
  stockholders equity for the year ended May 31, 2008 and for the period October
  19, 2006 (date of inception) through May 31, 2007 and for the period October 19,
  2006 (date of inception) through May 31, 2008 in conformity with accounting
  principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
  assuming that the Company will continue as a going concern. As discussed in Note
  2 to the financial statements, conditions exist which raise substantial doubt
  about the Companys ability to continue as a going concern unless it is able to
  generate sufficient cash flows to meet its obligations and sustain its
  operations. Managements plan in regard to these matters are also described in
  Note 2. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.

Gruber & Company, LLC

/s/ Gruber & Company. LLC

Lake Saint Louis, Missouri 
  August 27, 2008

---

Sierra Ventures, Inc.
  (an Exploration Stage Company) 
  Balance Sheets 
  May 31, 2008

|Assets                                                 |  
|------------------------------------------------------ | -
|                                                       |  
|Current assets                                         |  
|Cash and cash equivalents                              | $
|                                                       |  
|Liabilities and Stockholders' Deficit                  |  
|                                                       |  
|Current liabilities                                    |  
|Accrued expenses                                       |  
|Due to a related party                                 |  
|Total current liabilities                              |  
|                                                       |  
|Stockholders' equity                                   |  
|Common stock, 500,000,000 shares
      authorized,     |  
|par value $.001, 8,900,000 shares issued and           |  
|outstanding                                            |  
|Additional paid-in
      capital                       |  
|Other comprehensive loss                               |  
|Deficit accumulated
      during the exploration stage |  
|Total
      stockholders' equity                       |  
|                                                       |  
|Total liabilities and stockholders' equity             | $

See accompanying notes to financial statements

---

Sierra Ventures, Inc.
  (an Exploration Stage Company) 
  Statements of Operations

|                                                     |   |                            |   |   |           |   |   | For the period      |  
|---------------------------------------------------- | - | -------------------------- | - | - | --------- | - | - | ------------------- | -
|                                                     |   |                            |   |   |           |   |   | October 19, 2006    |  
|                                                     |   |                            |   |   |           |   |   | (date of inception) |  
|                                                     |   | For the Years Ended May 31 |   |   | through   |  
|                                                     |   | 2008                       |   |   | 2007      |   |   | May 31, 2008        |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Revenues                                             | $ |                            |   | $ |           |   | $ | ---                 |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Expenses                                             |   |                            |   |   |           |   |   |                     |  
|Professional fees                                    |   | 5,000                      |   |   | 3,300     |   |   | 8,300               |  
|Communications expense                               |   | 8,154                      |   |   | 593       |   |   | 8,747               |  
|Office expenses                                      |   | 9,695                      |   |   | 666       |   |   | 10,361              |  
|Travel and entertainment                             |   | 3,412                      |   |   | 1,157     |   |   | 4,569               |  
|Exploration of resource properties                   |   | 30,000                     |   |   | 0         |   |   | 30,000              |  
|Other services                                       |   | 50                         |   |   | 100       |   |   | 150                 |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Total expenses                                       |   | 56,311                     |   |   | 5,816     |   |   | 62,127              |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Net loss                                             | $ | (56,311                    | ) | $ | (5,816    | ) | $ | (62,127             | )
|                                                     |   |                            |   |   |           |   |   |                     |  
|Basic and diluted loss per common share              |   | 0.008                      |   |   | 0.001     |   |   |                     |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Weighted average number of common shares used in per |   |                            |   |   |           |   |   |                     |  
|share calculations                                   |   | 6,900,000                  |   |   | 6,900,000 |   |   |                     |  

See accompanying notes to financial statements

---

Sierra Ventures,  Inc. 
  (an Exploration
   Stage Company)
  Statement  of Changes
   in Stockholders'  Equity

DeficitaccumulatedCommon
      
      
      
      
      
      Additional
      
      
      Other
      
      
      during the
      
      
      Totalshares
      
      
      Common
      
      
      paid---in
      
      
      Comprehensive
      
      
      exploration
      
      
      stockholders'outstanding
      
      
      stock
      
      
      capital
      
      
      Loss
      
      
      stage
      
      
      equityCommon shares issued forcash
      6,900,000
      
      
      6,900
      
      
      8,100
      
      
      ---
      
      
      ---
      
      
      15,000Contributed services
      ---
      
      
      ---
      
      
      100
      
      
      ---
      
      
      ---
      
      
      100Currency exchange loss
      ---
      
      
      ---
      
      
      ---
      
      
      -2
      
      
      ---
      
      
      -2Net loss for the year
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      -5,816
      
      
      -5,816Balance, May 31, 2007
      6,900,000
      
      $
      6,900
      
      $
      8,200
      
      $
      -2
      
      $
      -5,816
      
      $
      9,282Common shares issued forcash
      2,000,000
      
      
      2,000
      
      
      98,000
      
      
      ---
      
      
      ---
      
      
      100,000Contributed services
      ---
      
      
      ---
      
      
      50
      
      
      ---
      
      
      ---
      
      
      50Currency exchange loss
      ---
      
      
      ---
      
      
      ---
      
      
      61
      
      
      ---
      
      
      61Net loss for the year
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      -56,311
      
      $
      -56,311Balance May 31, 2008
      8,900,000
      
      $
      8,900
      
      $
      106,250
      
      $
      59
      
      $
      -62,127
      
      $
      53,082


See accompanying  notes to financial
   statements

---

Sierra Ventures, Inc.
  (an Exploration Stage Company) 
  Statements of Cash Flows

|                                                       |   |                            |  |   |         |  |   | For the period      | 
|------------------------------------------------------ | - | -------------------------- |  | - | ------- |  | - | ------------------- | 
|                                                       |   |                            |  |   |         |  |   | October 19, 2006    | 
|                                                       |   |                            |  |   |         |  |   | (date of inception) | 
|                                                       |   | For the years ended May 31 |  |   | through | 
|                                                       |   | 2008                       |  |   | 2007    |  |   | May 31, 2008        | 
|                                                       |   |                            |  |   |         |  |   |                     | 
|Cash flows used for operating activities               |   |                            |  |   |         |  |   |                     | 
|Net loss                                               | $ | -56,311                    |  | $ | -5,816  |  | $ | -62,127             | 
|Adjustments to reconcile net loss to net cash provided |   |                            |  |   |         |  |   |                     | 
|by operating activities:                               |   |                            |  |   |         |  |   |                     | 
|Contribued services                                    |   | 50                         |  |   | 100     |  |   | 150                 | 
|Other comprehensive loss                               |   | 61                         |  |   | -2      |  |   | 59                  | 
|Changes in operating assets and liabilities            |   |                            |  |   |         |  |   |                     | 
|Increase in accrued expenses                           |   | 11,034                     |  |   | 3,000   |  |   | 14,034              | 
|                                                       |   |                            |  |   |         |  |   |                     | 
|Cash flows used for operating activities               |   | -45,166                    |  |   | -2,718  |  |   | -47,884             | 
|                                                       |   |                            |  |   |         |  |   |                     | 
|Cash flows from financing activities                   |   |                            |  |   |         |  |   |                     | 
|Proceeds from issuance of common stock                 |   | 100,000                    |  |   | 15,000  |  |   | 115,000             | 
|                                                       |   |                            |  |   |         |  |   |                     | 
|Cash flows from financing activities                   |   | 100,000                    |  |   | 15,000  |  |   | 115,000             | 
|                                                       |   |                            |  |   |         |  |   |                     | 
|Increase in cash and cash equivalents                  |   | 54,834                     |  |   | 12,282  |  |   | 67,116              | 
|                                                       |   |                            |  |   |         |  |   |                     | 
|Cash and cash equivalents --- Beginning of period      |   | 12,282                     |  |   | ---     |  |   | ---                 | 
|                                                       |   |                            |  |   |         |  |   |                     | 
|Cash and cash equivalents --- End of period            | $ | 67,116                     |  | $ | 12,282  |  | $ | 67,116              | 
|                                                       |   |                            |  |   |         |  |   |                     | 
|Supplemental Disclosures regarding cash flows          |   |                            |  |   |         |  |   |                     | 
|Interest paid                                          | $ | ---                        |  | $ | ---     |  | $ | ---                 | 
|Income taxes paid                                      |   | ---                        |  |   | ---     |  |   | ---                 | 
|                                                       |   |                            |  |   |         |  |   |                     | 
|Non---cash financing activities                        |   |                            |  |   |         |  |   |                     | 
|Paid in capital from contributed services              |   | 50                         |  |   | 100     |  |   | 150                 | 

See accompanying notes to financial statements

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  MAY 31, 2008

Note 1  Nature of Operations

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

The Company is an exploration stage company as defined in the
  Securities and Exchange Commission Industry Guide 7, and is subject to
  compliance with Statement of Financial Accounting Standards No. 7 (SFAS No. 7), Accounting and Reporting by Development Stage Companies. The Company is
  devoting its resources to establishing the new business, and its planned
  operations have not yet commenced, accordingly, no revenues have been earned
  during the period from October 19, 2006 (date of inception) to May 31, 2008.

Note 2  Basis of Presentation and Going Concern

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

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

The Companys financial statements at May 31, 2008 and for the
  year then ended have been prepared on a going concern basis, which contemplates
  the realization of assets and settlement of liabilities and commitments in the
  normal course of business. The Company incurred a loss of $62,127 for the period
  from October 19, 2006 (date of inception) through May 31, 2008. In addition, the
  Company has not generated any revenues and no revenues are anticipated until we
  begin removing and selling gold, and there is no assurance that a commercially
  viable deposit exists on the mineral claims that we may have under option. These
  conditions raise substantial doubt as to the Companys ability to continue as a
  going concern.

Managements plans to support the Company in operation and to
  maintain its business strategy is to raise funds through public offerings and to
  rely on officers and directors to perform essential functions with minimal
  compensation. If the Company does not raise all of the money it needs from its
  public offerings, it will have to find alternative sources, such as a secondary
  public offering, a private placement of securities, or loans from its officers,
  directors or others. If the Company requires additional cash and cant raise it,
  it will either have to suspend operations until the cash is raised, or cease
  business entirely.

The accompanying financial statements do not include any
  adjustments related to the recoverability and classification of assets or the
  amounts and classifications of liabilities that might be necessary should the
  Company be unable to continue as a going concern.

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  MAY 31, 2008

Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents

For purposes of the statement of cash flows, the Company
  considers all highly liquid investments purchased with an original maturity of
  three months or less to be cash equivalents.

Mining exploration costs

In accordance with Securities and Exchange Commission Industry
  Guide 7, the Company charges mineral property acquisition costs and exploration
  costs to operations as incurred.

When it has been determined that a mineral property can be
  economically developed as a result of establishing proven and probable reserves,
  the costs incurred to develop such property are capitalized. The capitalized
  costs will be amortized using the units-of-production method over the estimated
  life of the probable reserve.

The beneficial owner holds the right to the claims which give
  him or his designated agent the right to mine and recover all of the metals
  contained within the surface boundaries of the lease vertically downward. In the
  event he were to grant another deed which is subsequently registered prior to
  the Companys deed, the third party would obtain good title and the Company
  would have nothing.

Reclamation costs

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

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

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

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  MAY 31, 2008

environmental protection in compliance with mine closure
  approval reports, or must pay the costs of land recovery and environmental
  protection.

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

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

Use of estimates

In preparing financial statements, management makes estimates
  and assumptions that affect the reported amounts of assets and liabilities in
  the balance sheet and revenues and expenses in the statement of operations.
  Actual results could differ from those estimates.

Fair value of financial instruments and derivative financial
  instruments

The carrying amounts of cash and current liabilities
  approximate fair value due to the short maturity of these items. These fair
  value estimates are subjective in nature and involve uncertainties and matters
  of significant judgment, and, therefore, cannot be determined with precision.
  Changes in assumptions could significantly affect these estimates. The Company
  does not hold or issue financial instruments for trading purposes, nor does it
  utilize derivative instruments in the management of foreign exchange, commodity
  price, or interest rate market risks.

Income taxes

The Company has adopted SFAS no 109, Accounting for Income
  Taxesas of inception. The Company recognizes deferred tax assets and
  liabilities based on differences between the financial reporting and tax bases
  of assets and liabilities using the enacted tax rates and laws that are expected
  to be in effect when the differences are expected to be recovered. The Company
  provides a valuation allowance for deferred tax assets for which it does not
  consider realization of such assets to be more likely than not.

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  MAY 31, 2008

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance
  with SFAS No. 128 Earnings per Share. The basic net loss per common
  share is computed by dividing the net loss by the weighted average number of
  common shares outstanding. Diluted net loss per share gives effect to all
  dilutive potential common shares outstanding during the period using the as if
  converted basis. For the year ended May 31, 2008, and for the period April 11,
  2006 (date of inception) through May 31, 2008 there were no potential dilutive
  securities.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to
  concentrations of credit risk, consist of cash and cash equivalents. The Company
  places its cash with high quality financial institutions and at times may exceed
  the FDIC $100,000 insurance limit

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

In August 2001, FASB issued Statement No. 144, Accounting for
  the Impairment or Disposal of Long-Lived Assets (FAS 144). FAS 144 clarifies
  the accounting for the impairment of long-lived assets and for long-lived assets
  to be disposed of, including the disposal of business segments and major lines
  of business. Long-lived assets are reviewed when facts and circumstances
  indicate that the carrying value of the asset may not be recoverable. When
  necessary, impaired assets are written down to their estimated fair value based
  on the best information available.

Stock Based Compensation

The Company accounts for its stock-based compensation in
  accordance with SFAS No. 123R, Share-Based Payment, an Amendment of FASB
  Statement No. 123. The Company recognizes in the statement of operations the
  grant-date fair value of stock options and other equity-based compensation
  issued to employees and non-employees. The Company did not grant any new
  employee options and no options were cancelled or exercised during the year
  ended May 31, 2008. As of May 31, 2008, there were no options outstanding.

Business segments

SFAS No. 131 Disclosures About Segments of an Enterprise
  and Related Information establishes standards for the way that public
  companies report information about operating segments in annual financial
  statements and requires reporting of selected information about operating
  segments in interim financial statements issued to the public. It also
  establishes standards for disclosures regarding products and services,
  geographic areas and major customers. The Company has evaluated the requirements
  of SFAS No. 131, and has determined that it is not applicable.

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  MAY 31, 2008

Start-up expenses

The Company has adopted Statement of Position No. 98-5,
  Reporting the Costs of Start-up Activities, which requires that costs
  associated with start-up activities be expensed as incurred. Accordingly,
  startup costs associated with the Companys formation have been included in the
  Companys general and administrative expenses for the period from April 11, 2006
  (date of inception) through May 31, 2008.

Foreign currency translation

The Companys functional and reporting currency is the United
  States dollar. The financial statements of the Company are translated to United
  States dollars in accordance with SFAS No., 52, Foreign Currency
    Translation. Monetary assets and liabilities denominated in foreign
  currencies are translated using the exchange rate prevailing at the balance
  sheet date. Gains and losses arising on translation or settlement of foreign
  currency denominated transactions or balances are included in the determination
  of income.

Recently issued accounting pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value
  Measurements . This statement clarifies the definition of fair value,
  establishes a framework for measuring fair value and expands the disclosures on
  fair value measurements. SFAS No. 157 is effective for fiscal years beginning
  after November 15, 2007. Management has not determined the effect, if any, the
  adoption of this statement will have on the Companys financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers'
  Accounting for Defined Benefit Pension and Other Postretirement
  Plans'An amendment of FASB Statements No. 87, 88, 106, and
    132(R)." One objective of this standard is to make it easier for investors,
  employees, retirees and other parties to understand and assess an employer's
  financial position and its ability to fulfill the obligations under its benefit
  plans. SFAS No. 158 requires employers to fully recognize in their financial
  statements the obligations associated with single'employer defined benefit
  pension plans, retiree healthcare plans, and other postretirement plans. SFAS
  No. 158 requires an employer to fully recognize in its statement of financial
  position the overfunded or underfunded status of a defined benefit
  postretirement plan (other than a multiemployer plan) as an asset or liability
  and to recognize changes in that funded status in the year in which the changes
  occur through comprehensive income. This Statement also requires an employer to
  measure the funded status of a plan as of the date of its year'end statement of
  financial position, with limited exceptions. SFAS No. 158 requires an entity to
  recognize as a component of other comprehensive income, net of tax, the gains or
  losses and prior service costs or credits that arise during the period but are
  not recognized as components of net periodic benefit cost pursuant to SFAS No.
  87. This Statement requires an entity to disclose in the notes to financial
  statements additional information about certain effects on net periodic benefit
  cost for the next fiscal year that arise from delayed recognition of the gains
  or losses, prior service costs or credits, and transition asset or obligation.
  The company is required to initially recognize the funded status of a defined
  benefit postretirement plan and to provide the required disclosures for fiscal
  years ending after December 15, 2006. Management believes that this statement
  will not have a significant impact on the Companys financial statements.

In February of 2007 the FASB issued SFAS 159, The Fair Value
  Option for Financial Assets and Financial LiabilitiesIncluding an amendment of
  FASB Statement No. 115. The statement permits entities to choose to measure
  many financial instruments and certain other items at fair value. The objective
  is to improve financial reporting by providing entities with the opportunity to
  mitigate volatility

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  MAY 31, 2008

in reported earnings caused by measuring related assets and
  liabilities differently without having to apply complex hedge accounting
  provisions. The statement is effective as of the beginning of an entitys first
  fiscal year that begins after November 15, 2007. The Company is analyzing the
  potential accounting treatment.

FASB Interpretation No. 48, Accounting for Uncertainty in
  Income Taxes, an interpretation of FASB Statement No.109 . Interpretation
  48 prescribes a recognition threshold and a measurement attribute for the
  financial statement recognition and measurement of a tax position taken or
  expected to be taken in a tax return. Benefits from tax positions should be
  recognized in the financial statements only when it is more likely than not that
  the tax position will be sustained upon examination by the appropriate taxing
  authority that would have full knowledge of all relevant information. The amount
  of tax benefits to be recognized for a tax position that meets the
  more-likely-than-not recognition threshold is measured as the largest amount of
  benefit that is greater than fifty percent likely of being realized upon
  ultimate settlement. Tax benefits relating to tax positions that previously
  failed to meet the more-likely-than-not recognition threshold should be
  recognized in the first subsequent financial reporting period in which that
  threshold is met or certain other events have occurred. Previously recognized
  tax benefits relating to tax positions that no longer meet the
  more-likely-than-not recognition threshold should be derecognized in the first
  subsequent financial reporting period in which that threshold is no longer met.
  Interpretation 48 also provides guidance on the accounting for and disclosure of
  tax reserves for unrecognized tax benefits, interest and penalties and
  accounting in interim periods. Interpretation 48 is effective for fiscal years
  beginning after December 15, 2006. The change in net assets as a result of
  applying this pronouncement will be a change in accounting principle with the
  cumulative effect of the change required to be treated as an adjustment to the
  opening balance of retained earnings on January 1, 2007, except in certain cases
  involving uncertainties relating to income taxes in purchase business
  combinations. In such instances, the impact of the adoption of Interpretation 48
  will result in an adjustment to goodwill. The adoption of this standard had no
  material impact on the Companys financial statements.

Note 4  Common stock transactions

Activity for the period October 19, 2006 (date of inception)
  to May 31, 2008

On April 19, 2007 the Company received $6,000 from its founder
  for 6,000,000 shares of the Companys common stock subscribed for at $.001 on
  October 31, 2006.

On April 19, 2007 the Company received $9,000 for 900,000
  shares of the Companys common stock subscribed for at $.01 on November 14,
  2006.

During April and May, 2008 the Company received $100,000 for
  the issuance of 2,000,000 shares of common stock subscribed for at a price of
  $0.05 per share pursuant to the Companys SB-2 registration statement dated
  October 11, 2007. All of the 2,000,000 shares so issued were sold prior to the
  declaration of an effective date for the Companys SB-2 registration statement
  filed on October 11, 2007 under our mistaken assumption that the registration
  statement had become effective through the passage of time.

Note 5  Commitments

Under the terms of the Option to Purchase and Royalty
  Agreement, discussed in Note 1, the Company must incur exploration expenditures
  on the property in the minimum amount of $20,000 on or before May 31, 2009, an
  additional $40,000 for aggregate minimum exploration expenses of $60,000 on or
  before

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  MAY 31, 2008

May 31, 2010. The Company will issue 1,000,000 shares of common
  stock to Jiujiang Gao Feng Mining Industry Limited Company (Jiujiang) upon
  completion of a phase I exploration program as authored by a competent
  geologist. The Company will pay to Jiujiang an annual royalty equal to three
  percent (3%) of net smelter returns. If the results of Phase 1 are unfavorable,
  the Company will terminate the option agreement and will not be obligated to
  make any subsequent payments,

Sierra has the right to acquire an additional 26% of the right,
  title and interest in the property by the payment of $25,000 and by incurring an
  additional $100,000 in exploration expenditures on the property on or before May
  31, 2011.

Note 6  Income taxes

The Company has losses carried forward for income tax purposes.
  There are no current or deferred income tax expenses for the year ended May 31,
  2008, or for the period October 19, 2006 (date of inception) to May 31, 2008 due
  to the Companys loss position. The Company has fully reserved for any benefits
  of these losses. Realization of the future tax benefits related to the deferred
  tax assets is dependent on the Companys ability to generate taxable income
  within the net operating loss carryforward period.

Note 7  Certain significant risks and uncertainties

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

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

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

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  MAY 31, 2008

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

Note 8  Subscription of Shares Prior to the Declaration of an
  Effective Date

During April and May, 2008, the Company received $100,000 in
  share subscriptions for 2,000,000 common shares at a price of $0.05 per share
  subscribed for under the Companys SB-2. All of the 2,000,000 shares so issued
  were sold prior to the declaration of an effective date for the Companys SB-2
  registration statement filed on October 11, 2007 under our mistaken assumption
  that the registration statement had become effective through the passage of
  time. All of the subscribers have been informed of this situation. As a result,
  the Company will make a rescission offering to the subscribers and the selling
  shareholders to refund their monies with interest if so requested.

---

22

Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure

There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the date the relationship ended.

Item 9A(T). Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our management,
including our principal executive officer (our president) and our principal
accounting and financial officer (our chief financial officer and treasurer) to
allow for timely decisions regarding required disclosure. In designing and
evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and our management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

Our management does not expect that our disclosure controls or
our internal controls over financial reporting will prevent all error and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

As of May 31, 2008, the year end period covered by this report,
we carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and our principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
our chief financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this annual
report. There have been no significant changes in our internal controls over
financial reporting that occurred during the fiscal year ended May 31, 2008 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

Management's Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Management has employed a framework
consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over
financial reporting described below. Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation and fair presentation of financial
statements for external purposes in accordance with generally accepted
accounting principals.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that

---

23

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of May 31, 2008 based on the criteria set forth in Internal Control  Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of May 31, 2008, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public
accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

Item 9B. Other Information

None.

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24

PART III

Item 10. Directors, Executive Officers and Corporate
Governance

The following individuals serve as the directors and executive
officers of our company as of the date of this annual report. All directors of
our company hold office until the next annual meeting of our shareholders or
until their successors have been elected and qualified. The executive officers
of our company are appointed by our board of directors and hold office until
their death, resignation or removal from office.

Position Held with Our
    
    Date First ElectedName
    Company
    Age
    or AppointedChief Executive OfficerIan Jackson
      Chief Operating Officer
      53
      October 19, 2006Chief Financial OfficerDirector


None of the directors or officers has professional or technical
accreditation in the exploration, development or operations of mining or mining
related projects. During the past year, our president, Mr. Jackson, spent
approximately 10% of his time (approximately 6 hours per week) on the affairs of
Sierra. For the coming year, it is anticipated that time commitment and
requirement will remain approximately the same.

Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

Ian Jackson, Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer, Director

Mr. Jackson is a director and serves as President, Secretary
and Treasurer. Since April, 2007 he has served as the President and a director
of Pentco Industries, Inc., a Washington State manufacturer of residential
interior design products including windows, doors, counters, and other kitchen
and living products. For the prior 18 months he was a director and Purchasing
Manager of Pentco and was Plant Manager from 1999 to 2005 after originally being
part of the group that founded the company in 1979. He has been a director of
Pentco since its inception. During the early 1990s he spent time in Hong Kong
exhibiting to Chinese companies which were involved in residential project
management and design. Mr. Jackson was seeking contracts for Pentco and other
North American companies to manufacture to the specific requirements of the
Chinese economy for their burgeoning residential home markets. The company
developed new markets for its products and services for China and the Far East.

Involvement in Certain Legal Proceedings

During the past five years, none of our officers, directors,
promoters or control persons have had any of the following events occur:

- a bankruptcy petition filed by or against any business of which such
  person was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- conviction in a criminal proceeding or being subject to a pending criminal
  proceeding, excluding traffic violations and other minor offenses;
- being subject to any order, judgement or decree, not substantially
  reversed, suspended or vacated, of any court of competent jurisdiction,
  permanently enjoining, barring, suspending or otherwise limiting his
  involvement in any type of business, securities or banking business; and/or
- being found by a court of competent jurisdiction, in a civil action, the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgement has not been reversed,
  suspended or vacated.

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25

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the SEC initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
our common stock and other equity securities, on Forms 3, 4 and 5 respectively.
Executive officers, directors and greater than 10% shareholders are required by
the SEC regulations to furnish us with copies of all Section 16(a) reports that
they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended May 31, 2008, all filing requirements applicable
to our officers, directors and greater than 10% percent beneficial owners were
complied with.

Code of Ethics

Our board of directors on April 22, 2007 adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. Our Code of Business Conduct and
Ethics Program was filed as an exhibit to our Form SB-2 filed with the SEC on
October 11, 2007.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an audit committee financial
expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and is independent
as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. We
believe that retaining an independent director who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.

Web Site

Sierra does not maintain a Web site but has an e-mail address
at sierraventures@gmail.com.

Item 11. Executive Compensation

(a) General

The particulars of the compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the years
      ended May 31, 2008 and 2007; and                                                                      
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the years ended May
      31, 2008 and 2007,

who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive

---

26

officer, other than our principal executive officers, whose
total compensation did not exceed $100,000 for the respective fiscal year.

(b) Summary Compensation Table

Name
      and Principal Position
    Fiscal Year Ended May
      31
    Salary
    Bonus
    Stock Awards ($)
    Securities Underlying Options
    Options Awards (Value of Options)
      ($) (5)
    Total Compen- sationIan Jackson  President &
      Director
    2007
    $0
    $0
    $0
    Nil
    $0
    $0Ian Jackson  President & Director
    2008
    $0
    $0
    $0
    Nil
    $0
    $0


Further, Mr. Ian Jackson is deemed to have received $50 in 2007
 2008 from Sierra for certain administrative services as contributed
administrative services with a corresponding credit to additional paid-in
capital. No payments were made. Otherwise, Mr. Jackson, our senior officer and
director, has received no compensation for his time or services rendered to
Sierra and there are no plans to compensate him in the near future, unless and
until we begin to realize revenues and become profitable in our business. The
fair market value of the 6,000,000 shares of Sierra issued to Mr. Jackson in
October, 2006 for cash consideration of $6,000 did not exceed the $0.001 per
share that he paid for the shares.

(c) Options Grants During the Last Fiscal Year / Stock
Option Plans

We do not currently have a stock option plan in favour of any
director, officer, consultant or employee of our company. No individual grants
of stock options, whether or not in tandem with stock appreciation rights known
as SARs or freestanding SARs have been made to any executive officer or director
since our inception; accordingly, no stock options have been granted or
exercised by any of the officers or directors since we were founded.

(d) Aggregated Options Exercises in Last Fiscal Year

No individual grants of stock options, whether or not in tandem
with stock appreciation rights known as SARs or freestanding SARs have been made
to any executive officer or any director since our inception; accordingly, no
stock options have been granted or exercised by any of the officers or directors
since we were founded.

(e) Long-Tem Incentive Plans and Awards

We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance. No individual
grants or agreements regarding future payouts under non-stock price-based plans
have been made to any executive officer or any director or any employee or
consultant since our inception; accordingly, no future payouts under non-stock
price-based plans or agreements have been granted or entered into or exercised
by any of the officers or directors or employees or consultants since we were
founded.

(f) Compensation of Directors

The members of the Board of Directors are not compensated by
Sierra for acting as such. Directors are reimbursed for reasonable out-of-pocket
expenses incurred. There are no arrangements pursuant to which directors are or
will be compensated in the future for any services provided as a director.

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27

We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.

(g) Employment Contracts, Termination of Employment,
Change-in-Control Arrangements

There are no employment or other contracts or arrangements with
our officers or directors other than those disclosed in this report. There are
no compensation plans or arrangements, including payments to be made by Sierra,
with respect to the officers, directors, employees or consultants of Sierra that
would result from the resignation, retirement or any other termination of such
directors, officers, employees or consultants. There are no arrangements for
directors, officers or employees that would result from a change-in-control.

(h) Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.

(i) Family Relationships

There are no family relationships between any of our directors,
executive officers or directors.

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

(a) Security Ownership of Certain Beneficial Owners

The following table sets forth, as of the date of this report,
the total number of shares owned beneficially by each of our directors, officers
and key employees, individually and as a group, and the present owners of 5% or
more of our total outstanding shares. The shareholder listed below has direct
ownership of his shares and possesses sole voting and dispositive power with
respect to the shares.

|                     | Name and Address of Beneficial | Amount & Nature of       | Percentage
|-------------------- | ------------------------------ | ------------------------ | ----------
|Title of
      Class | Owner [1] [2] [4]              | Beneficial Ownership [3] | of Class  
|                     | Ian Jackson                    | 6,000,000                |           
|common stock         | 1685 H Street, No. 155,        | Beneficial Owner         | 67.4%     
|                     | Blaine, WA 98230               |                          |           

| | [1] | The person named above may be deemed to be a parent and
      promoter of Sierra, within the meaning of such terms under the
      Securities Act by virtue of his direct and indirect stock holdings. Mr.
      Jackson is the only promoter of Sierra Ventures, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [2] | The person named above does not have any specified rights
      to acquire, within sixty (60) days of the date of this report any options,
      warrants or rights and no conversion privileges or other similar
      obligations exist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | [3] | As of May 31, 2008 and October 15, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | [4] | A beneficial owner of a security includes any person who,
      directly or indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise has or shares: (i) voting power, which includes
      the power to vote, or to direct the voting of shares; and (ii) investment
      power, which includes the power to dispose or direct the disposition of
      shares. Certain shares may be deemed to be beneficially owned by more than
      one person (if, for example, persons share the power to vote or the power
      to dispose of the shares). In addition, shares are deemed to be
      beneficially owned by a person if the person has the right to acquire the
      shares (for example, upon exercise of an option) within 60 days of the
      date as of which the information is provided. In computing the percentage
      ownership of any person, the amount of shares outstanding is deemed to
      include the amount of shares beneficially owned by such person (and only
      such person) by reason

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28

of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the persons actual ownership or voting power
with respect to the number of shares of common stock actually outstanding on
October 15, 2008. As of October 15, 2008, there were 8,900,000 shares of our
common stock issued and outstanding.

(b) Security Ownership of Management

The following table sets forth the names and addresses of each
of our directors and officers and their respective date of commencement of their
term with Sierra. All directors and officers hold office until our next annual
general meeting of shareholders or until a successor is appointed.

|                     | Name and Address of Beneficial Owner
      [1] | Amount & Nature of       | Percentage
|-------------------- | ---------------------------------------------- | ------------------------ | ----------
|Title of
      Class | [3]                                            | Beneficial Ownership [2] | of Class  
|                     | Ian Jackson                                    |                          |           
|common stock         | 1685 H Street, No. 155, Blaine, WA 98230       | 6,000,000                | 67.4%     
|                     | Director and officer since October 19, 2006    |                          |           

| | [1] | As of May 31, 2008 and October 15, 2008.                                                                                                                                                                                                                              
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [2] | Common shares beneficially owned, directly or indirectly,
      or over which control or direction is exercised, as at the date hereof
      based upon information furnished to Sierra by individual directors and
      officers. All such shares are held directly.
| | [3] | The person named above does not have any specified rights
      to acquire, within sixty (60) days of the date of this report any options,
      warrants or rights and no conversion privileges or other similar
      obligations exist.                            

The directors, officers and other members of management of
Sierra, as a group beneficially own, directly or indirectly, 6,000,000 of our
common shares, representing 67.4% of the total issued and outstanding securities
of Sierra as of May 31, 2008 and October 15, 2008

There are no outstanding stock options.

(c) Equity Compensation Plans

We do not have a stock option plan in favour of any director,
officer, consultant or employee of our company.

(d) Changes in Control

We do not anticipate at this time any changes in control of
Sierra. There are no arrangements either in place or contemplated which may
result in a change of control of Sierra. There are no provisions within our
Articles or Bylaws that would delay or prevent a change of control.

Item 13. Certain Relationships and Related Transactions, and
Director Independence

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended May 31, 2007, in which
the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed
fiscal year ended May 31, 2008 and for fiscal year ended May 31, 2007 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form

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29

10-Q and services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for these
fiscal periods were as follows:

Year EndedMay 31, 2008
      May 31, 2007Audit Fees
      $3,000
      $3,000Audit Related Fees
      $3,000
      NilTax Fees
      Nil
      NilAll Other Fees
      Nil
      NilTotal
      $6,000
      $3,000


Audit Fees: The aggregate fees billed for the fiscal year ended
May 31, 2008 for professional services rendered by the principal accountant for
the audit of our annual financial statements and the review of financial
statements included in our filed Form 10Qs were approximately $6,000 as compared
to $3,000 for the similar period of the preceding fiscal year and for the period
from inception on October 19, 2006 to May 31, 2008 the amount was approximately
$6,000.

Audit-Related Fees: The aggregate fees billed for the fiscal
year ended May 31, 2007 for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review
for the audit or review of our annual financial statements and the review of
financial statements and are not reported under the previous item, Audit Fees,
was approximately $3,000 versus $0 for the similar period last year and for the
period from inception on October 19, 2006 to May 31, 2008 the amount was
approximately $3,000.

Tax Fees: The aggregate fees billed for the fiscal years ended
May 31, 2008 and 2007 for professional services rendered by the principal
accountant for tax compliance and tax planning was approximately $0 and for the
period from inception on October 19, 2006 to May 31, 2008 the amount was
approximately $0.

All Other Fees: The aggregate fees billed for the fiscal years
ended May 31, 2008 and 2007 for products and services provided by the principal
accountant other than the services reported above was $0 and for the period from
inception on October 19, 2006 to May 31, 2008 the amount was approximately $0.

Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

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30

PART IV

Item 15.       Exhibits,
Financial Statement Schedules

|(a) | Financial Statements
|--- | --------------------
|    |                     
|    | (1)                 
|    |                     
|    | (2)                 
|    |                     
|(b) | Exhibits            

|Exhibit No. | Description                                                                                                                                                                                                                            
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)         | Articles of
        Incorporation and By-laws                                                                                                                                                                                          
|3.1         | Articles of Incorporation (incorporated
        by reference from our Report on Form SB-2 filed on October 11, 2007)                                                                                                                   
|3.2         | Bylaws (incorporated
        by reference from our Report on Form SB-2 filed on October 11, 2007)                                                                                                                                      
|            |                                                                                                                                                                                                                                        
|(10)        | Material Contracts                                                                                                                                                                                                                     
|10.1        | Option To Purchase And Royalty
        Agreement between Sierra Ventures, Inc. and Jiujiang Gao Feng Mining Industry
        Limited Company (incorporated by reference from our Report on Form SB-2
        filed on October 11, 2007)
|10.2        | Code Of Business
        Conduct & Ethics and Compliance Program (incorporated by reference
        from our Report on Form SB-2 filed on October 11, 2007)                                                                            
|            |                                                                                                                                                                                                                                        
|(31)        | Section 302
        Certification                                                                                                                                                                                                      
|31.1 *      | Section
        302 Certification - Certification of Ian Jackson as Chief Executive Officer
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002                   
|31.2 *      | Section
        302 Certification - Certification of Ian Jackson as Chief Financial Officer
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002                   
|            |                                                                                                                                                                                                                                        
|(32)        | Section 906
        Certification                                                                                                                                                                                                      
|32.1 *      | Section
        906 Certification - Certification of Ian Jackson as Chief Executive Officer
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002                   
|32.2 *      | Section
        906 Certification - Certification of Ian Jackson as Chief Financial Officer
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002                   

* Filed herewith

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31

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

SIERRA VENTURES, INC. (Registrant)

By:       /s/ Ian Jackson

Ian Jackson, President, Secretary,
Treasurer and Director (Principal Executive Officer, Chief Executive Officer,
Principal Financial Officer and Chief Financial Officer)

Date: October 20, 2008

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By:      /s/
Ian Jackson

Ian Jackson, President, Secretary,
Treasurer and Director (Principal Executive Officer, Chief Executive Officer,
Principal Financial Officer and Chief Financial Officer)

Date: October 20, 2008



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