---

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, 2009

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

For the transition period from _______ to _______

Commission file number: 333-146675

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

|Wyoming                                                  | 26-0665441                          
|-------------------------------------------------------- | ------------------------------------
|(State or 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)

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

Indicateby 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]

Indicateby 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 [   ]

Indicateby check mark whether the registrant has
submitted electronically and posted on its corporate web site, if any, every
Interactive Data File required to be submitted and posted pursuant Rule 405
of Regulation S-T (s 220.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files. Yes [   ]    No [X]

Checkif disclosure of delinquent filers in response to
Item 405 of Regulation S-K 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. [   ]

Indicateby 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   [X]   | Smaller reporting company
[X]                        

Indicateby 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.

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the 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 bid price for the Corporations stock as quoted on the Over-the-Counter
Bulletin Board (OTC-BB under the symbol SRVS.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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2

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 the date of this report.

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 into which 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 Registration Statement dated August 29, 2008, including audited
  financial statements to May 31, 2008;
- Exhibit 3.1 (Articles of Incorporation) dated October 19, 2006, filed as
  an exhibit to Sierras Form SB-2;
- Exhibit 3.2 (Bylaws) dated October 31, 2006, filed as an exhibit to
  Sierras Form SB-2;
- Exhibit 10.1 (Option To Purchase And Royalty Agreement between Sierra
  Ventures, Inc. and Jiujiang Gao Feng Mining Industry Limited Company) dated
  March 22, 2007, filed as an exhibit to Sierras Form SB-2;
- Exhibit 10.2 (Code Of Business Conduct & Ethics and Compliance
  Program) dated March 22, 2007, filed as an exhibit to Sierras Form SB-2;
- S-1 Recission Offering Registration Statement dated February 27, 2009;
- Exhibit 10.3 (First Amendment to Option to Purchase and Royalty Agreement)
  dated May 15 2009 filed herewith;

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3

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


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4

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 5, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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

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.                                                                                                                                                                                           

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5

| | 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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6

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 optioned mineral property 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, as amended on May 15, 2009, we optioned a 25
percent interest in a gold exploration 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 of 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 (Jiujiang), 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.

On October 11, 2007, a registration statement relating to our
initial public offering of common stock was filed with the SEC. A total of
2,900,000 shares of common stock were sold to the public for $0.05 per share
(consisting of 2,000,000 sold by us for gross proceeds of $100,000 and 900,000
shares sold by the selling stockholders) prior to the declaration of an
effective date of the registration statement under our mistaken assumption that
the registration statement had become effective through the passage of time
after its filing. Selling shares prior to the establishment of an effective date
can result in potential violations of federal and state securities laws. As a
result, these stock issuances and resales may have violated the Securities Act
of 1933. Rescission offers for such potential violations are commonly made by
companies in these situations and the filing of a registration statement is a
normal part of the rescission offer process. We have previously disclosed in our
regulatory filings that all of the subscribers had been informed of this
situation. As a result, we were prepared to refund part or all associated monies
and to cancel part or all associated common shares that could have been tendered
for rescission.

On February 27, 2009, we filed an S-1 rescission offering
registration statement which became effective on March 5, 2009, and which
addressed federal and state securities laws compliance issues by allowing the
holders of the shares covered by the rescission offer to rescind the underlying
securities transactions and sell those securities back to us or the selling
shareholders. In addition, we conducted the offering in order to be able to
reduce our contingent liabilities.

The rescission offer process closed on April 24, 2009, with no
shares being submitted for rescission. When the rescission offer expired, any
person who did not accept the offer received freely tradable stock.

No shares were issued in the fiscal year under discussion.

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with exploration of the
Zhangjiafan property to determine if there are commercially exploitable deposits
of gold and silver. Gao Fenglin, Senior Engineer, recommended 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.

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7

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

We, through our joint venture partner, retained the services of
the Jiujiang Geological Engineering Group Company and Gao Fenglin prior to the
commencement of the first phase of the work program and will assess the results
of the program upon receipt of the report.

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

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8

**Item 1A**     
  **Risk Factors**

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

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

We were incorporated on October 19, 2006, and have only started
our proposed business but have not realized any revenues. We have no business
history upon which an evaluation of our future success or failure can be made.
Our net loss since inception is $113,183. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:

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

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

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

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

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

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

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

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

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

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9

exploration expenses will result in the loss of the option to
acquire an interest in the property. Should we lose the option to acquire an
interest in the property, Sierra would have to cease operations.

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

Because Mr. 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.

6. Management lacks formal training in mineral
exploration.

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

Risks Associated With Doing Business in China

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

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

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

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

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

---

10

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.

(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. The resolution of these matters may be subject to the exercise
of considerable discretion by agencies of the Chinese government and forces
unrelated to the legal merits of a particular matter or dispute may influence
their determination. Any rights we may have to specific performance or to seek
an injunction, in either of these cases, may be severely limited and without a
means of recourse by virtue of the Chinese legal system, we may be unable to
prevent these situations from occurring. The occurrence of any such events could
have a material adverse effect on our business, financial condition and results
of operations.

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

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

**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 an option for 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.

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11

**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 last annual general meeting was held on November 24, 2008,
at which time stockholders approved the following actions:

- 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;
- fixed the number of directors at one for the coming year;
- elected a director, Ian Jackson, to serve until the next Annual General
  Meeting of Shareholders or until his respective successor is elected or
  appointed;
- ratified the appointment of Gruber & Associates L.L.C., as independent
  auditors of the Corporation for the financial year ended May 31, 2009.

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12

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 quoted on the OTC-BB under the
symbol SRVS. The quotation was first posted at the opening on May 29, 2009
with an opening bid of $0.05 and offer at $0.10. No shares had traded as of the
date of this report.

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

As of the date of this report 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, as amended on May 15, 2009, we optioned a 25
percent interest in the Zhangjiafan Property by entering into an Option to
Purchase and Royalty Agreement with Jiujiang, 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, 2009 ($30,000 has been paid and the field work
      completed);                                                      
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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, 2010;                                         
| | 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;                                                                                  
| | 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, 2011.                                                                                                    
| | 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,
2011.

---

13

To date we have advanced $30,000 for the implementation of
phase I of the planned exploration program of which the field work was completed
on June 4, 2009; 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  Results to date

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

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

Phase II will not be carried out until 2010 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 appear as recommendations in the reporting of the results of
phase I. This second phase may require up to six weeks work and cost up to
$200,000 in total (Sierras portion being up to $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.

Results of Operations

Year EndedMay 312009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      51,106
      
      $
      56,311Net Profit (Loss)
      $
      (51,106
      )
      $
      (56,311
      )


COMMON SHARES: Since inception we have used common stock 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, 2009 was $0 (nil). In the fiscal year ended May 31, 2008, $100,000 cash was
provided by financing activities as the result of the sale of shares issued
prematurely prior to the declaration of an effective date of our SB-2
registration statement. Net cash provided by financing activities from inception
on October 19, 2006 was $115,000.

Revenue

We have not earned any revenues since our inception.

---

14

Expenses

Our operating expenses for the year ended May 31, 2009 and 2008
are outlined in the table below:

Year Ended May 312009
      
      
      2008Professional fees
      $
      18,235
      
      $
      5,000Communications expenses
      
      7,852
      
      
      8,154Office expenses
      
      5,407
      
      
      9,695Travel and entertainment
      
      7,032
      
      
      3,412Exploration of resource properties
      
      0
      
      
      30,000Registration and filing fees
      
      7,470
      
      
      0Transfer agent
      
      5,060
      
      
      0Contributed services
      
      50
      
      
      50TOTAL
      $
      51,106
      
      $
      56,311


Operating expenses for the year ended May 31, 2009, decreased
by 9.2% as compared to the comparative period in 2008, primarily as a result of
the commencement of our business plan and the payment made in the previous year
for our portion of the first phase of the exploration program on the Zhangjiafan
property.

During the year ended May 31, 2009, Sierra incurred operating
expenses of $51,106 as compared to $56,311 for the similar period last year and
a total of $113,183 for the period from inception on October 19, 2006, to May
31, 2009. The decrease in the current years spending can be attributed to the
Corporation moving forward with its business plan and the large payment for
exploration services in the preceeding year that was not incurred in the current
period under review. The costs incurred can be further subdivided into the
following categories.

PROFESSIONAL FEES: Sierra incurred $18,235 in professional fees
for the fiscal year ended on May 31, 2009, as compared to $5,000 for the
previous fiscal year. Increased costs were incurred in the past year as the
result of the completion of the filing of an S-1 rescission offering
registration statement and the attendant legal, accounting and filing expenses.
From inception to October 19, 2006, we have incurred $26,535 in professional
fees mainly spent on legal and accounting matters. This expense category will
vary annually depending on corporate capital raising activities.

COMMUNICATIONS: $7,852 in communications costs were incurred in
fiscal year under review while $8,154 was incurred for the period ended May 31,
2008. For the period October 19, 2006, (inception) through May 31, 2009, Sierra
has spent a total of $16,599 on such expenses.

OFFICE EXPENSES: $5,407 in office costs were incurred in the
past year. By comparison, $9,695 was incurred for previous fiscal period ended
May 31, 2008. For the period October 19, 2006, (inception) through May 31, 2009
a total of $15,768 has been spent on office related expenses. Office costs
decreased in the most recent year as the result of our more focussed attention
to the S-1 rescission offering.

TRAVEL AND ENTERTAINMENT COSTS: $7,032 in travel and
entertainment expenses were incurred in fiscal year under review while $3,412
was incurred for the period ended May 31, 2008. For the period October 19, 2006
(inception) through May 31, 2009, Sierra has spent a total of $11,601 on travel
and entertainment and related costs. Costs were reduced a result of a greater
focus on the S-1 offering.

EXPLORATION OF RESOURCE PROPERTIES COSTS: We incurred $0 (nil)
in mineral interest acquisition and exploration costs for the year ended May 31,
2009, but $30,000 for the period ended May 31, 2008. For the period October 19,
2006 (inception) through May 31, 2008, $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.

REGISTRATION AND FILING FEES: We incurred $7,470 in
registration and filing fees for the year ended May 31, 2009, but nil ($0) for
the period ended May 31, 2008. For the period October 19, 2006, (inception)
through May 31, 2009, $5,060 was recorded for such costs. This category will
vary from year to year dependent on the filing activities of the Company with
various regulators.

---

15

TRANSFER AGENT FEES: We incurred $5,060 in registration and
filing fees for the year ended May 31, 2009 and nil ($0) for the period ended
May 31, 2008. For the period October 19, 2006, (inception) through May 31, 2009,
$5,060 was recorded for such costs. This category will vary from year to year
dependent on the capital raising and share issuance activities of the Company.

CONTRIBUTED EXPENSES: $50 in contributed expenses (for
contributed administrative costs) were incurred for the year ended May 31, 2009,
while $50 was incurred in the period ended May 31, 2008. For the period October
19, 2006, (inception) through May 31, 2009, 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, 2009, and none were incurred in the previous fiscal
year which ended on May 31, 2008. From inception to May 31, 2009, 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 2008  2009 or
from the date of inception.

At the end of the fiscal year under review, May 31, 2009, 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 31,2009
      
      
      2008Current Assets
      $
      5,351
      
      $
      67,116Current Liabilities
      $
      3,325
      
      $
      14,034Working Capital
      $
      2,026
      
      $
      46,918


**Cash Flows**

At May 31,
    
    
    At May 31,2009
    
    
    2008Net Cash Used in Operating Activities
    $
    (61,765
    )
    $
    (45,166
    )Net Cash Provided by (Used In) Investing Activities
    $
    0
    
    $
    0Net Cash Provided by Financing Activities
    $
    0
    
    $
    100,000Effect of Exchange Rate Changes
    $
    Nil
    
    $
    NilIncrease In Cash During The Period
    $
    (61,765
    )
    $
    54,834


As of May 31, 2009, our company had a working capital surplus
of $2,026.

Use of Proceeds

Net cash provided by financing activities from inception on
October 19, 2006, to May 31, 2009, was $115,000 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                           | $ | 26,535  | 
|------------------------------------------- | - | ------- | 
|Office                                      |   | 15,768  | 
|Travel and entertainment                    |   | 11,601  | 
|Communications                              |   | 16,599  | 
|Exploration of resource properties          |   | 30,000  | 
|Registration and filing fees                |   | 7,470   | 
|Transfer agent                              |   | 5,060   | 
|Total use of
      proceeds to May 31, 2009 | $ | 113,033 | 

---

16

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 2009 - 2010. Management projects that
we may require $150,000 to fund our ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

Operating expenses
    $
    50,000Phase II exploration program
    
    50,000Working Capital
    
    50,000Total
    $
    150,000


As at May 31, 2009, we had a working capital surplus of $2,026.
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
sale of equity based securities or loans from related parties. 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, 2009, 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. 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 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

---

17

ended May 31, 2009, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosure
describing the circumstances that lead to this disclosure.

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.

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, 2009.

Financial InstrumentsAt May 31, 2009, 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 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,
2009, and for the period April 11, 2006, (date of inception) through May 31,
2009, there were no variances between the basic and diluted loss per share as
there were no potential dilutive securities.

---

18

Income TaxesThe Company 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 April 2009, the FASB issued FSP No. FAS 157-4, Determining
Fair Values When the Volume and Level of Activity for the Asset or Liability
Have Significantly Decreased and Identifying Transactions That Are Not Orderly.
This FSP provides guidance on (1) estimating the fair value of an asset or
liability when the volume and level of activity for the asset or liability have
significantly declined and (2) identifying transactions that are not orderly.
The FSP also amends certain disclosure provisions of SFAS No. 157 to require,
among other things, disclosures in interim periods of the inputs and valuation
techniques used to measure fair value. This pronouncement is effective
prospectively beginning April 1, 2009. The adoption of this standard did not
have a material impact on the Company's consolidated results of operations or
financial condition.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments (FSP 115-2).
This FSP modifies the requirements for recognizing other-than-temporarily
impaired debt securities and changes the existing impairment model for such
securities. The FSP also requires additional disclosures for both annual and
interim periods with respect to both debt and equity securities. Under the FSP,
impairment of debt securities will be considered other-than-temporary if an
entity (1) intends to sell the security, (2) more likely than not will be
required to sell the security before recovering its cost, or (3) does not expect
to recover the security's entire amortized cost basis (even if the entity does
not intend to sell). The FSP further indicates that, depending on which of the
above factor(s) causes the impairment to be considered other-than-temporary, (1)
the entire shortfall of the security's fair value versus its amortized cost
basis or (2) only the credit loss portion would be recognized in earnings while
the remaining shortfall (if any) would be recorded in other comprehensive
income. FSP 115-2 requires entities to initially apply the provisions of the
standard to previously other-than-temporarily impaired debt securities existing
as of the date of initial adoption by making a cumulative-effect adjustment to
the opening balance of retained earnings in the period of adoption. The
cumulative-effect adjustment potentially reclassifies the noncredit portion of a
previously other-than-temporarily impaired debt security held as of the date of
initial adoption from retained earnings to accumulated other comprehensive
income. This pronouncement is effective April 1, 2009. The adoption of this
standard did not have a material impact on the Company's consolidated results of
operations or financial condition.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial Instruments. This FSP
essentially expands the disclosure about fair value of financial instruments
that were previously required only annually to also be required for interim
period reporting. In addition, the FSP requires certain additional disclosures
regarding the methods and significant assumptions used to estimate the fair
value of financial instruments.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events
(SFAS 165) [ASC 855-10-05], which provides guidance to establish general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. SFAS 165

---

19

also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. SFAS 165 is effective for interim and annual periods ending after June
15, 2009, and accordingly, the Company adopted this pronouncement during the
second quarter of 2009. SFAS 165 requires that public entities evaluate
subsequent events through the date that the financial statements are issued.

In June 2009, the FASB issued SFAS No. 166, Accounting for
Transfers of Financial Assets - an Amendment of FASB Statement No. 140 (SFAS
166) [ASC 860], which requires entities to provide more information regarding
sales of securitized financial assets and similar transactions, particularly if
the entity has continuing exposure to the risks related to transferred financial
assets. SFAS 166 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. SFAS 166 is effective for fiscal years
beginning after November 15, 2009. The Company has not completed its assessment
of the impact SFAS 166 will have on its financial condition, results of
operations or cash flows.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R) (SFAS 167) [ASC 810-10], which modifies how a
company determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. SFAS 167
clarifies that the determination of whether a company is required to consolidate
an entity is based on, among other things, an entity's purpose and design and a
company's ability to direct the activities of the entity that most significantly
impact the entity's economic performance. SFAS 167 requires an ongoing
reassessment of whether a company is the primary beneficiary of a variable
interest entity. SFAS 167 also requires additional disclosures about a company's
involvement in variable interest entities and any significant changes in risk
exposure due to that involvement. SFAS 167 is effective for fiscal years
beginning after November 15, 2009. The Company has not completed its assessment
of the impact SFAS 167 will have on its financial condition, results of
operations or cash flows.

In June 2009, the FASB issued SFAS No. 168, The FASB
Accounting Standards Codification (TM) and the Hierarchy of Generally Accepted
Accounting Principles - a Replacement of FASB Statement No. 162 (SFAS 168)
This Standard establishes the FASB Accounting Standards Codification(TM) (the
"Codification") as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with US GAAP. The Codification does not
change current US GAAP, but is intended to simplify user access to all
authoritative US GAAP by providing all the authoritative literature related to a
particular topic in one place. The Codification is effective for interim and
annual periods ending after September 15, 2009, and as of the effective date,
all existing accounting standard documents will be superseded. The Codification
is effective in the third quarter of 2009, and accordingly, the Quarterly Report
on Form 10-Q for the quarter ending September 30, 2009 and all subsequent public
filings will reference the Codification as the sole source of authoritative
literature.

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 the Independent Registered Public Accounting firm
by Gruber & Associates, LLP, for the audited financial statements for the
year ended May 31, 2009 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, 2009 and the related statements of
  operations, changes in stockholders equity and cash flows for the years ended
  May 31, 2009 and 2008 and for the period October 19, 2006 (date of inception)
  through May 31, 2009. 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, 2009 and the results of its operations, cash flows and changes in
  stockholders equity for the years ended May 31, 2009 and 2008 and for the
  period October 19, 2006 (date of inception) through May 31, 2009 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

Lake Saint Louis, Missouri
  August 28, 2009

---

Sierra Ventures, Inc.
  (an Exploration Stage
  Company)
  Balance Sheets
  May 31, 2009



|Assets                                                             |   |          |  
|------------------------------------------------------------------ | - | -------- | -
|                                                                   |   |          |  
|Current assets                                                     |   |          |  
|Cash and cash equivalents                                          | $ | 5,351    |  
|                                                                   |   |          |  
|Liabilities and Stockholders' Equity                               |   |          |  
|                                                                   |   |          |  
|Current liabilities                                                |   |          |  
|Accrued expenses                                                   |   | 3,325    |  
|Total current liabilities                                          |   | 3,325    |  
|                                                                   |   |          |  
|Common Stock Subject to Rescission (Note 5)                        |   | --       |  
|Total liabilities                                                  |   | 3,325    |  
|                                                                   |   |          |  
|Stockholders' equity                                               |   |          |  
|Common stock, 500,000,000 shares
      authorized, par value $.001 |   |          |  
|8,900,000 shares issued and outstanding                            |   | 8,900    |  
|Additional paid-in capital                                         |   | 106,250  |  
|Other
      comprehensive loss                                     |   | 59       |  
|Deficit accumulated during the
      exploration stage             |   | (113,183 | )
|Total stockholders' equity                                         |   | 2,026    |  
|                                                                   |   |          |  
|Total liabilities and stockholders' equity                         | $ | 5,351    |  

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   |  
|                                                     |   | 2009                       |   |   | 2008      |   |   | May 31, 2009        |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Revenues                                             | $ | ---                        |   | $ | ---       |   | $ | ---                 |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Expenses                                             |   |                            |   |   |           |   |   |                     |  
|Professional fees                                    |   | 18,235                     |   |   | 5,000     |   |   | 26,535              |  
|Communications expense                               |   | 7,852                      |   |   | 8,154     |   |   | 16,599              |  
|Office expenses                                      |   | 5,407                      |   |   | 9,695     |   |   | 15,768              |  
|Travel and entertainment                             |   | 7,032                      |   |   | 3,412     |   |   | 11,601              |  
|Exploration of resource properties                   |   | 0                          |   |   | 30,000    |   |   | 30,000              |  
|Registration & filing fees                           |   | 7,470                      |   |   | 0         |   |   | 7,470               |  
|Transfer agent                                       |   | 5,060                      |   |   | 0         |   |   | 5,060               |  
|Other services                                       |   | 50                         |   |   | 50        |   |   | 150                 |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Total expenses                                       |   | 51,106                     |   |   | 56,311    |   |   | 113,183             |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Net loss                                             | $ | (51,106                    | ) | $ | (56,311   | ) | $ | (113,183            | )
|                                                     |   |                            |   |   |           |   |   |                     |  
|Basic and diluted loss per common share              |   | 0.007                      |   |   | 0.008     |   |   |                     |  
|                                                     |   |                            |   |   |           |   |   |                     |  
|Weighted average number of common shares used in per |   |                            |   |   |           |   |   |                     |  
|share calculations                                   |   | 7,102,740                  |   |   | 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
      )
      
      ---
      
      
      (2
      )Net loss for the year
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      (5,816
      )
      
      (5,816
      )Balance, May 31, 2007
      
      6,900,000
      
      
      6,900
      
      
      8,200
      
      
      (2
      )
      
      (5,816
      )
      
      9,282Contributed services
      
      ---
      
      
      ---
      
      
      50
      
      
      ---
      
      
      ---
      
      
      50Currency exchange loss
      
      ---
      
      
      ---
      
      
      ---
      
      
      61
      
      
      ---
      
      
      61Net loss for the year
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      (56,311
      )
      
      (56,311
      )Balance May 31, 2008
      
      6,900,000
      
      
      6,900
      
      
      8,250
      
      
      59
      
      
      (62,127
      )
      
      (46,918
      )Common shares issuedfor cash
      
      2,000,000
      
      
      2,000
      
      
      98,000
      
      
      ---
      
      
      ---
      
      
      100,000Net loss for the year
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      (51,056
      )
      
      (51,056
      )Balance May 31, 2009
      
      8,900,000
      
      $
      8,900
      
      $
      106,250
      
      $
      59
      
      
      (113,183
      )
      $
      2,026


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 |  
|                                                        |   | 2009                       |   |   | 2008    |   |   | May 31, 2009        |  
|                                                        |   |                            |   |   |         |   |   |                     |  
|Cash flows used for operating activities                |   |                            |   |   |         |   |   |                     |  
|Net loss                                                | $ | (51,056                    | ) | $ | (56,311 | ) | $ | (113,183            | )
|Adjustments to reconcile net loss to net cash provided  |   |                            |   |   |         |   |   |                     |  
|by operating activities:                                |   |                            |   |   |         |   |   |                     |  
|Contribued services                                     |   | 0                          |   |   | 50      |   |   | 150                 |  
|Other comprehensive loss                                |   | 0                          |   |   | 61      |   |   | 59                  |  
|Changes in operating assets and liabilities             |   |                            |   |   |         |   |   |                     |  
|Increase in accrued expenses                            |   | (10,709                    | ) |   | 11,034  |   |   | 3,325               |  
|                                                        |   |                            |   |   |         |   |   |                     |  
|Cash flows used for operating activities                |   | (61,765                    | ) |   | (45,166 | ) |   | (109,649            | )
|                                                        |   |                            |   |   |         |   |   |                     |  
|Cash flows from financing activities                    |   |                            |   |   |         |   |   |                     |  
|Proceeds from issuance of common stock                  |   | 100,000                    |   |   | 0       |   |   | 115,000             |  
|Contingent liabilty - subscriptions received in advance |   | (100,000                   | ) |   | 100,000 |   |   | 0                   |  
|                                                        |   |                            |   |   |         |   |   |                     |  
|Cash flows from financing activities                    |   | 0                          |   |   | 100,000 |   |   | 115,000             |  
|                                                        |   |                            |   |   |         |   |   |                     |  
|Increase in cash and cash equivalents                   |   | (61,765                    | ) |   | 54,834  |   |   | 5,351               |  
|                                                        |   |                            |   |   |         |   |   |                     |  
|Cash and cash equivalents - Beginning of period         |   | 67,116                     |   |   | 12,282  |   |   | ---                 |  
|                                                        |   |                            |   |   |         |   |   |                     |  
|Cash and cash equivalents - End of period               | $ | 5,351                      |   | $ | 67,116  |   | $ | 5,351               |  
|                                                        |   |                            |   |   |         |   |   |                     |  
|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, 2009



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, 2009.

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, 2009 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 $51,106 for the year
  ended May 31, 2009 and $113,183for the period from October 19, 2006 (date of
  inception) through May 31, 2009. In addition, the Company has not generated any
  revenues and no revenues are anticipated until we begin removing and selling
  gold, and there is no assurance that a commercially viable deposit exists on the
  mineral claims that we may have under option. These conditions raise substantial
  doubt as to the Companys ability to continue as a going concern.

Managements plans to support the Company in 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.

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.

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 3  Summary of Significant Accounting Policies
  (continued)

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

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

Reclamation costs

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

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

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

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.

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 3  Summary of Significant Accounting Policies
  (continued)

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

SFAS No. 107 disclosures about fair value of financial
  instruments define the fair value of a financial instrument as the amount at
  which the instrument could be exchanged in a current transaction between willing
  parties. 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 adopted SFAS no 109, Accounting for Income
  Taxesat 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.

The Corporation currently has no issues that create timing
  differences that would mandate deferred tax expense. Net operating losses would
  create possible tax assets in future years. Due to the uncertainty as to the
  utilization of net operating loss carry forwards, a valuation allowance has been
  made to the extent of any tax benefit that net operating losses may generate.

No provision for income taxes has been recorded due to the net
  operating loss carry forwards totalling approximately $113,183 as of May 31,
  2009 that will be offset against future taxable income. The available net
  operating loss carry forwards of approximately $113,182 expire in various years
  through 2029. No tax benefit has been reported in the financial statements
  because the Corporation believes there is a 50% or greater chance the carry
  forwards will expire unused.

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, 2009, and for the period October
  19, 2006 (date of inception) through May 31, 2009 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

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 3  Summary of Significant Accounting Policies
  (continued)

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, 2009. As of May 31, 2009, 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.

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,
  start-up costs associated with the Companys formation have been included in the
  Companys general and administrative expenses for the period from October 19,
  2006 (date of inception) through May 31, 2009.

Foreign currency translation

The Companys functional and reporting currency is the United
  States dollar. The financial statements of the Company are translated to United
  States dollars in accordance with 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.

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 3  Summary of Significant Accounting Policies
  (continued)

Recently issued accounting pronouncements

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining
  Fair Values When the Volume and Level of Activity for the Asset or Liability
  Have Significantly Decreased and Identifying Transactions That Are Not Orderly."
  This FSP provides guidance on (1) estimating the fair value of an asset or
  liability when the volume and level of activity for the asset or liability have
  significantly declined and (2) identifying transactions that are not orderly.
  The FSP also amends certain disclosure provisions of SFAS No. 157 to require,
  among other things, disclosures in interim periods of the inputs and valuation
  techniques used to measure fair value. This pronouncement is effective
  prospectively beginning April 1, 2009. The adoption of this standard did not
  have a material impact on the Company's consolidated results of operations or
  financial condition.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
  "Recognition and Presentation of Other-Than-Temporary Impairments" (FSP 115-2).
  This FSP modifies the requirements for recognizing other-than-temporarily
  impaired debt securities and changes the existing impairment model for such
  securities. The FSP also requires additional disclosures for both annual and
  interim periods with respect to both debt and equity securities. Under the FSP,
  impairment of debt securities will be considered other-than-temporary if an
  entity (1) intends to sell the security, (2) more likely than not will be
  required to sell the security before recovering its cost, or (3) does not expect
  to recover the security's entire amortized cost basis (even if the entity does
  not intend to sell). The FSP further indicates that, depending on which of the
  above factor(s) causes the impairment to be considered other-than-temporary, (1)
  the entire shortfall of the security's fair value versus its amortized cost
  basis or (2) only the credit loss portion would be recognized in earnings while
  the remaining shortfall (if any) would be recorded in other comprehensive
  income. FSP 115-2 requires entities to initially apply the provisions of the
  standard to previously other-than-temporarily impaired debt securities existing
  as of the date of initial adoption by making a cumulative-effect adjustment to
  the opening balance of retained earnings in the period of adoption. The
  cumulative-effect adjustment potentially reclassifies the noncredit portion of a
  previously other-than-temporarily impaired debt security held as of the date of
  initial adoption from retained earnings to accumulated other comprehensive
  income. This pronouncement is effective April 1, 2009. The adoption of this
  standard did not have a material impact on the Company's consolidated results of
  operations or financial condition.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1,
  "Interim Disclosures about Fair Value of Financial Instruments." This FSP
  essentially expands the disclosure about fair value of financial instruments
  that were previously required only annually to also be required for interim
  period reporting. In addition, the FSP requires certain additional disclosures
  regarding the methods and significant assumptions used to estimate the fair
  value of financial instruments.

In May 2009, the FASB issued SFAS No. 165, SUBSEQUENT EVENTS
  ("SFAS 165") [ASC 855-10-05], which provides guidance to establish general
  standards of accounting for and disclosures of events that occur after the
  balance sheet date but before financial statements are issued or are available
  to be issued. SFAS 165 also requires entities to disclose the date through which
  subsequent events were evaluated as well as the rationale for why that date was
  selected. SFAS 165 is effective for interim and annual periods ending after June
  15, 2009, and accordingly, the Company adopted this pronouncement during the
  second quarter of 2009. SFAS 165 requires that public entities evaluate
  subsequent events through the date that the financial statements are issued.

In June 2009, the FASB issued SFAS No. 166, ACCOUNTING FOR
  TRANSFERS OF FINANCIAL ASSETS -- AN AMENDMENT OF FASB STATEMENT NO. 140 ("SFAS
  166") [ASC 860], which requires entities to provide more information regarding
  sales of securitized financial assets and similar transactions, particularly if
  the entity has continuing exposure to the risks related to transferred financial
  assets. SFAS 166 eliminates the concept of a "qualifying special-purpose
  entity," changes the requirements for derecognizing financial assets and

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 3  Summary of Significant Accounting Policies
  (continued)

requires additional disclosures. SFAS 166 is effective for
  fiscal years beginning after November 15, 2009. The Company has not completed
  its assessment of the impact SFAS 166 will have on its financial condition,
  results of operations or cash flows.

In June 2009, the FASB issued SFAS No. 167, AMENDMENTS TO FASB
  INTERPRETATION NO. 46(R) ("SFAS 167") [ASC 810-10], which modifies how a company
  determines when an entity that is insufficiently capitalized or is not
  controlled through voting (or similar rights) should be consolidated. SFAS 167
  clarifies that the determination of whether a company is required to consolidate
  an entity is based on, among other things, an entity's purpose and design and a
  company's ability to direct the activities of the entity that most significantly
  impact the entity's economic performance. SFAS 167 requires an ongoing
  reassessment of whether a company is the primary beneficiary of a variable
  interest entity. SFAS 167 also requires additional disclosures about a company's
  involvement in variable interest entities and any significant changes in risk
  exposure due to that involvement. SFAS 167 is effective for fiscal years
  beginning after November 15, 2009. The Company has not completed its assessment
  of the impact SFAS 167 will have on its financial condition, results of
  operations or cash flows.

In June 2009, the FASB issued SFAS No. 168, THE FASB ACCOUNTING
  STANDARDS CODIFICATION(TM) AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING
  PRINCIPLES A REPLACEMENT OF FASB STATEMENT NO. 162 ("SFAS 168"). This Standard
  establishes the FASB Accounting Standards Codification(TM) (the "Codification")
  as the source of authoritatiVE accounting principles recognized by the FASB to
  be applied by nongovernmental entities in the preparation of financial
  statements in conformity with US GAAP. The Codification does not change current
  US GAAP, but is intended to simplify user access to all authoritative US GAAP by
  providing all the authoritative literature related to a particular topic in one
  place. The Codification is effective for interim and annual periods ending after
  September 15, 2009, and as of the effective date, all existing accounting
  standard documents will be superseded. The Codification is effective in the
  third quarter of 2009, and accordingly, the Quarterly Report on Form 10-Q for
  the quarter ending September 30, 2009 and all subsequent public filings will
  reference the Codification as the sole source of authoritative literature.

Note 4  Common stock transactions

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

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
  2,000,000 shares of the Companys common stock subscribed for at a price of
  $0.05 per share through its SB-2 registration statement dated October 11, 2007.

Note 5  Common Stock Subject to Rescission

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. In addition, between December, 2007 and
  May, 2008, the selling shareholders as indicated in the SB-2 offering sold
  900,000 shares to a total of five new shareholders. All of the 2,900,000 shares
  issued or resold were sold prior to the declaration of an effective date for the
  Companys SB-2 registration statement filed on October 11, 2007 under our
  mistaken assumption that the registration statement had become effective through
  the passage of time. All of the subscribers were informed of this situation.

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 5  Common Stock Subject to Rescission (continued)

As a result, the Company made a rescission offering to the
  subscribers and the selling shareholders to refund their monies with interest if
  so requested under an S-1 Rescission Offering registration. These shares of
  common stock were subject to rescission by the shareholder because of the
  Company's failure to comply with securities laws. Rescission rights for
  individual stockholders vary, based upon the laws of the states in which the
  stockholders reside. Common stock that is subject to rescission is recorded
  separately from stockholders' deficiency in the Company's balance sheet. As the
  statute of limitations expire in the respective states, such amounts are
  reclassified to stockholders' deficiency.

Accounting Series Release (ASR) No. 268 and Emerging Issues
  Task Force (EITF) Topic D-98 require that stock subject to rescission or
  redemption requirements outside the control of the Company to be classified
  outside of permanent equity. The exercise of the rescission right is at the
  holders discretion, but exercise of that right may depend in part on the fair
  value of the Companys common stock, which is outside of the Companys and the
  holders control. Consequently, common stock subject to rescission is classified
  as temporary equity.

In September, 2008, under an S-1 rescission offering
  registration statement revised to February 27, 2009 the Company offered to
  rescind a total of 2,900,000 shares of common stock issued or sold by the
  selling shareholders under its October, 2007 SB-2 registration statement. These
  shares represented all of the SB-2 shares the Company issued (2,000,000) and the
  shares (900,000) sold by the selling shareholders for which a purchaser could
  claim a rescission right. The rescission offer was intended to address the
  Companys rescission liability relating to its federal and state securities laws
  compliance issues by allowing the holders of the shares covered by the
  rescission offer to rescind the underlying securities transactions and sell
  those securities back to the Company or recover damages, as the case may be. The
  rescission statement became effective on March 5, 2009 and closed on April 24,
  2009 with no shareholder accepting the offering, i.e., tendering their shares
  for repurchase. As of the date of this report, Sierra has 8,900,000 shares of
  common stock issued and outstanding.

Note 6  Commitments

Under the terms of the Option to Purchase and Royalty
  Agreement, discussed in Note 1, the Company must incur exploration expenditures
  on the property in the minimum amount of $20,000 on or before May 31, 2009 (paid
  with the analysis of the work and an engineering report now pending) and an
  additional $40,000 for aggregate minimum exploration expenses of $60,000 on or
  before May 31, 2010. The Company will issue 1,000,000 shares of common stock to
  Jiujiang Gao Feng Mining Industry Limited Company (Jiujiang) upon completion of
  a phase I exploration program as authored by a competent geologist. The Company
  will pay to Jiujiang an annual royalty equal to three percent (3%) of net
  smelter returns. If the results of Phase 1 are unfavorable, the Company will
  terminate the option agreement and will not be obligated to make any subsequent
  payments,

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

As a result of the Company having been delayed in the
  submission and completion of its S-1 registration statement and accompanying
  rescission offering, Jiujiang and the Company agreed to amend the original
  agreement dated March 22, 2007. The amendment extended the May 31, 2009 deadline
  to May 31, 2010 and to extend any and all dates in the Option to Purchase and
  Royalty Agreement by one full year.

The Option to Purchase and Royalty Agreement is amended to
  require the Company, or its permitted assigns to incur exploration expenditures
  on the property of $60,000 on or before May 31, 2010. In addition upon exercise
  of the option the Company agrees to pay Jiujiang commencing May 31, 2011 $25,000
  per annum as prepayment of the Net Smelter Royalty for as long as the Company or
  its permitted assigns hold any interest in the Property. Failure to make the
  required annual payment will terminate the agreement. Jiujiang grants the
  Company the right to acquire an

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 6  Commitments (Continued)

additional 26% of the interest in the Property for $25,000 and
  the incurring of an additional $100,000 in exploration expenditures on the
  Property on or before May 31, 2012.

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

Other terms of the origianl Option to Purchase and Royalty
  Agreement remain unchanged.

Note 8.  Certain significant risks and uncertainties

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

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

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

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

---

20

**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 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. The 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, 2009, 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 ineffective 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,
2009, 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 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 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
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

---

21

Management conducted an evaluation of the design and operation
of our internal control over financial reporting as of May 31, 2009 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, 2009, our internal
control over financial reporting was ineffective in providing reasonable
assurance regarding reliability of financial reporting and 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
SEC that permit the company to provide only management's report in this annual
report.

Item 9B.   Other Information

None.

---

22

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 AppointedIan Jackson
    Chief Executive Officer
      Chief Operating Officer Chief Financial Officer Director
    54
    October 19, 2006


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, 2008 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 contacts and 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.

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

---

23

Section 16(a) of the Exchange Act 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 the fiscal year ended May 31, 2009, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

Name
    Number of
    Number of Transactions
    Failure to FileLate Reports
    Not Reported on a
    RequiredTimely Basis
    FormsIan Jackson
    1(1)
    1(1)


(1) Ian Jackson failed to file a Form 5
 Annual Statement of Changes in Beneficial Ownership  in a timely manner.

Code of Ethics

Our board of directors on March 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 Exchange Act.

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:

- our principal executive officer;
- each of our two most highly compensated executive officers who were
  serving as executive officers at the end of the years ended May 31, 2009, and
  2008; and
- 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, 2009, and 2008,

---

24

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

**(b)**     
**Summary Compensation Table**

Fiscal
    
    
    
    
    OptionsName and
    Year
    
    
    Stock
    Securities
    Awards (Value
    TotalPrincipal
    Ended
    
    
    Awards
    Underlying
    of Options) ($)
    Compen-Position
    May 31
    Salary
    Bonus
    ($)
    Options
    (5)
    sationIan Jackson President &
      Director
    2009
    $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 2008
 2009 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.

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**

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25

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  
|common stock         | Ian Jackson
      1685 H Street, No. 155, Blaine, WA 98230 | 6,000,000 Beneficial
      Owner | 67.4%     

| | [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, 2009, and the date of this
report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | [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 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
      the date of this report as of which 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.

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26

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

| | [1] | As of May 31, 2009, and the date of this
report.                                                                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [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, 2009 and the date of this report

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, 2008, 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, 2009, and for fiscal year ended May 31, 2008, 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 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, 2009
    May 31, 2008Audit Fees
    $3,000
    $3,000Audit Related Fees
    $3,000
    $3,000Tax Fees
    Nil
    NilAll Other Fees
    Nil
    NilTotal
    $6,000
    $6,000


Audit Fees: The aggregate fees billed for the fiscal year ended
May 31, 2009 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 $6,000 for the similar period of the preceding fiscal year and for the period
from inception on October 19, 2006, to May 31, 2009 the amount was approximately
$12,000.

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27

Audit-Related Fees: The aggregate fees billed for the fiscal
year ended May 31, 2008, 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 not reported under the previous item, Audit Fees, was
approximately $0 versus $0 for the similar period last year and for the period
from inception on October 19, 2006, to May 31, 2009, the amount was
approximately $0.

Tax Fees: The aggregate fees billed for the fiscal years ended
May 31, 2009, and 2008 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, 2009, the amount was
approximately $0.

All Other Fees: The aggregate fees billed for the fiscal years
ended May 31, 2009, and 2008 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, 2009, 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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28

PART IV

Item 15.      Exhibits, Financial
Statement Schedules

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

|Exhibit No. | Description                                                                                                                                                                                                                           
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)         | Registration
        Statement                                                                                                                                                                                                        
|1.1         | S-1 Rescission Offering Statement
        dated February 27, 2009, including audited financial statements for the
        fiscal year ended May 31, 2008                                                                              
|            |                                                                                                                                                                                                                                       
|(3)         | Articles of Incorporation
        and By-laws                                                                                                                                                                                         
|3.1         | Articles of Incorporation
        (incorporated by reference from our Report on Form SB-2 filed on August
        22, 2008)                                                                                                           
|3.2         | Bylaws (incorporated by reference
        from our Report on Form SB-2 filed on August 22, 2008)                                                                                                                                      
|            |                                                                                                                                                                                                                                       
|(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 August 22, 2008)
|10.2        | Code Of Business Conduct &
        Ethics and Compliance Program (incorporated by reference from our Report
        on Form SB-2 filed on August 22, 2008)                                                                            
|10.3 *      | First
        Amendment to Option to Purchase and Royalty Agreement) between Sierra
        Ventures, Inc. and Jiujiang Gao Feng Mining Industry Limited Company dated
        May 15 2009                                            
|            |                                                                                                                                                                                                                                       
|(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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29

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: September 8, 2009

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: September 8, 2009



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