---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (the Exchange Act)

For the quarterly period ended NOVEMBER 30,
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 other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|5466 Canvasback Rd.,                     |                    
|Blaine, Washington                       | 98230              
|(Address of principal executive offices) | (Zip Code)         

Issuers telephone number: (702) 839-4029

1685 H Street, Number 155, Blaine, Washington
98230(Former name, former address and former fiscal year, if
changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.Yes
[X]    No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and
post such files). Yes [   ]    No [   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [   ]
    
    Accelerated
      filer                 
      [   ]Non-accelerated filer   [   ]
    (Do not check if a smaller
    Smaller reporting company  [X]reporting company)


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

---

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes [  
]    No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 8,950,000
shares of Common Stock as of January 13, 2010

ii

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TABLE OF CONTENTS

|PART
      I  FINANCIAL INFORMATION                                      | 1 
|------------------------------------------------------------------------- | --
|                                                                          |   
|Item
      1. Financial Statements                                        | 1 
|                                                                          |   
|Item
      2. Managements Discussion and Analysis or Plan of Operation   | 17
|                                                                          |   
|Item
      3. Quantitative and Qualitative Disclosures about Market Risk  | 24
|                                                                          |   
|Item
      4T. Controls and Procedures                                    | 24
|                                                                          |   
|PART
      II  OTHER INFORMATION                                         | 24
|                                                                          |   
|Item
      1. Legal Proceedings                                           | 24
|                                                                          |   
|Item
      1A. Risk Factors                                               | 25
|                                                                          |   
|Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds | 28
|                                                                          |   
|Item
      3. Defaults Upon Senior Securities                             | 28
|                                                                          |   
|Item
      4. Submission of Matters to a Vote of Security Holders         | 28
|                                                                          |   
|Item
      5. Other Information                                           | 28
|                                                                          |   
|SIGNATURES                                                                | 30

iii

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PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS







- 1 -

---

SIERRA VENTURES, INC.(An Exploration Stage
Company)

BALANCE SHEETS NOVEMBER 30, 2009(With
comparative figures at November 30, 2008)

|                                                              |   | Unaudited    |   |   | Unaudited    |   |   | Audited  |  
|------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------- | -
|                                                              |   | November 30, |   |   | November 30, |   |   | May 31,  |  
|                                                              |   | 2009         |   |   | 2008         |   |   | 2009     |  
|                                                              |   |              |   |   |              |   |   |          |  
|ASSETS                                                        |   |              |   |   |              |   |   |          |  
|                                                              |   |              |   |   |              |   |   |          |  
|CURRENT ASSETS                                                |   |              |   |   |              |   |   |          |  
|Cash                                                          | $ | 3,648        |   | $ | 35,524       |   | $ | 5,351    |  
|Prepaid expenses                                              |   | -            |   |   | 57           |   |   | -        |  
|TOTAL
      ASSETS                                            |   | 3,648        |   |   | 35,581       |   |   | 5,351    |  
|                                                              |   |              |   |   |              |   |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                |   |              |   |   |              |   |   |          |  
|                                                              |   |              |   |   |              |   |   |          |  
|CURRENT LIABILITIES                                           |   |              |   |   |              |   |   |          |  
|Accounts payable and
      accrued liabilities                |   | 1,250        |   |   | 2,300        |   |   | 3,325    |  
|                                                              |   |              |   |   |              |   |   |          |  
|Total Current Liabilities                                     |   | 1,250        |   |   | 2,300        |   |   | 3,325    |  
|                                                              |   |              |   |   |              |   |   |          |  
|Common Stock subject to rescission (Note 5)                   |   | -            |   |   | 100,000      |   |   | -        |  
|                                                              |   |              |   |   |              |   |   |          |  
|Total Liabilities                                             |   | 1,250        |   |   | 102,300      |   |   | 3,325    |  
|                                                              |   |              |   |   |              |   |   |          |  
|STOCKHOLDERS EQUITY (DEFICIT )                               |   |              |   |   |              |   |   |          |  
|Common stock -
      500,000,000 shares authorized, par value |   | 8,900        |   |   | 6,900        |   |   | 8,900    |  
|$0.001,
      8,900,000 shares issued and outstanding         |   |              |   |   |              |   |   |          |  
|Additional paid-in
      capital                              |   | 116,250      |   |   | 8,250        |   |   | 106,250  |  
|Other
      Comprehensive Loss                                |   | 59           |   |   | 59           |   |   | 59       |  
|                                                              |   |              |   |   |              |   |   |          |  
|Deficit accumulated
      during the exploration stage        |   | (122,811     | ) |   | (81,928      | ) |   | (113,183 | )
|                                                              |   |              |   |   |              |   |   |          |  
|Total stockholders
      equity (deficit)                    |   | 2,398        |   |   | (66,719      | ) |   | 2,026    |  
|                                                              |   |              |   |   |              |   |   |          |  
|Total Liabilities and
      Stockholders Equity              | $ | 3,648        |   | $ | 35,581       |   | $ | 5,351    |  

The accompanying notes are an integral part of these financial
statements

- 2 -

---

SIERRA VENTURES, INC.(An Exploration Stage
Company)

FOR THE QUARTER and SIX MONTH PERIOD ENDED NOVEMBER 30, 2009
(With comparative figures for the period ended November 30,
2008)(Unaudited)

Cumulativeresults ofoperationsThree
    
    
    Three
    
    
    Six
    
    
    Six
    
    
    October 19,Months
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    2006Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (inception)November
    
    
    November
    
    
    November
    
    
    November
    
    
    to Nov. 30,30,
      2009
    
    
    30,
      2008
    
    
    30,
      2009
    
    
    30,
      2008
    
    
    2009EXPENSESProfessional fees
    $
    1,118
    
    $
    1,337
    
    $
    2,603
    
    $
    3,637
    
    $
    29,137Communications
    
    -
    
    
    2,513
    
    
    -
    
    
    4,593
    
    
    16,599Office
    
    3,382
    
    
    1,873
    
    
    3,879
    
    
    4,580
    
    
    19,647Travel, entertainment & public relations
    
    -
    
    
    150
    
    
    828
    
    
    2,992
    
    
    12,429Exploration of resource
      property
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    30,000Transfer agent
    
    400
    
    
    -
    
    
    1,000
    
    
    4,000
    
    
    6,060Registration & filing
      fees
    
    1,319
    
    
    -
    
    
    1,319
    
    
    -
    
    
    8,789Contributed administrative support (note 2)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    150Total expenses
    
    6,219
    
    
    5,873
    
    
    (9,629
    )
    
    19,802
    
    
    122,811NET LOSS FOR THE PERIOD
    
    (6,219
    )
    
    (5,873
    )
    
    (9,629
    )
    
    (19,802
    )
    
    (122,811
    )BASIC AND DILUTED LOSS PERCOMMON SHARE
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )WEIGHTED AVERAGE NUMBER
      OFBASIC AND
      DILUTED COMMONSHARES OUTSTANDING
    
    8,900,000
    
    
    6,900,000
    
    
    8,900,000
    
    
    6,900,000


The accompanying notes are an integral part of these financial
statements

- 3 -

---

SIERRA VENTURES, INC.(An Exploration Stage
Company)

INTERIM STATEMENT OF STOCK HOLDERS EQUITY (DEFICIT)
Cumulative from inception October 19, 2006 to November 30, 2009
(Unaudited)

DeficitAccumulatedAdditional
      
      
      Other
      
      
      During the(Note 4)
      
      
      Paid-in
      
      
      Comprehensive
      
      
      ExplorationCommon
        Stock
      
      
      Capital
      
      
      Loss
      
      
      Stage
      
      
      TotalNumber ofshares o/s
      
      
      AmountCommon Shares issued for cash
      
      6,900,000
      
      $
      6,900
      
      $
      8,100
      
      $
      -
      
      $
      -
      
      
      15,000Currency Exchange Loss
      
      -
      
      
      -
      
      
      -
      
      
      (2
      )
      
      -
      
      
      (2
      )Contributed Administrative Support&other services rendered by officers
      
      -
      
      
      -
      
      
      100
      
      
      -
      
      
      -
      
      
      100Net loss for the year endedMay 31, 2007
      
      -
      
      
      -
      
      
      
      
      
      -
      
      
      (5,816
      )
      
      (5,816
      )Balance, Year End,
        May 31, 2007
      
      6,900,000
      
      
      6,900
      
      
      8,200
      
      
      (2
      )
      
      (5,816
      )
      
      9,282Common shares issued for cash
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Contributed Administrative Support &other services rendered by officers
      
      -
      
      
      -
      
      
      50
      
      
      -
      
      
      -
      
      
      50Currency exchange gain
      
      -
      
      
      -
      
      
      -
      
      
      61
      
      
      -
      
      
      61Net loss for the year endedMay
        31, 2008
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (56,311
      )
      
      (56,311
      )Balance, May 31, 2008
      
      6,900,000
      
      
      6,900
      
      
      8,250
      
      
      59
      
      
      (62,127
      )
      
      (46,918
      )Common shares issued for cash
      
      2,000,000
      
      
      2,000
      
      
      98,000
      
      
      -
      
      
      -
      
      
      100,000Net loss for the year endedMay
        31, 2009
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (51,056
      )
      
      (51,056
      )Balance, May 31, 2009
      
      8,900,000
      
      
      8,900
      
      
      106,250
      
      
      59
      
      
      (113,183
      )
      
      2,026Capital contribution
      
      -
      
      
      -
      
      
      10,000
      
      
      -
      
      
      -
      
      
      10,000Net loss for the six month periodended November 30,
        2009
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (9,629
      )
      
      (9,629
      )Balance, November 30, 2009
      
      8,900,000
      
      $
      8,900
      
      $
      116,250
      
      $
      59
      
      $
      (122,811
      )
      $
      2,398


The accompanying notes are an integral part of these financial
statements

- 4 -

---

SIERRA VENTURES, INC.(An Exploration Stage
Company)

STATEMENTS OF CASH FLOWSFOR THE QUARTER AND SIX
MONTH PERIOD ENDED NOVEMBER 30, 2009 (With comparative figures for the
period ended November 30, 2008) Unaudited

|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   | Cumulative       |  
|------------------------------------------------------- | - | ---------------- | - | - | ---------------- | - | - | -------------- | - |  | -------------- | - | - | ---------------- | -
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   | results of       |  
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   | operations       |  
|                                                        |   | Three            |   |   | Three            |   |   |                |   |  |                |   |   | from October     |  
|                                                        |   | Months           |   |   | Months           |   |   | Six Months     |   |  | Six Months     |   |   | 19, 2006         |  
|                                                        |   | Ended            |   |   | Ended            |   |   | Ended          |   |  | Ended          |   |   | (inception) to   |  
|                                                        |   | November         |   |   | November         |   |   | November       |   |  | November       |   |   | November         |  
|                                                        |   | 30,
        2009 |   |   | 30,
        2008 |   |   | 30,
      2009 |   |  | 30,
      2008 |   |   | 30,
        2009 |  
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|CASH FLOWS FROM OPERATING ACTIVITIES                    |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|Net loss for the period                                 | $ | (6,219           | ) | $ | (5,873           | ) | $ | (9,629         | ) |  | (19,802        | ) | $ | (122,811         | )
|Adjustments to
      reconcile net loss to net cash     |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|provided by operating activities                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|-
      contributed services by an officer (note 2)     |   | -                |   |   | -                |   |   | -              |   |  | -              |   |   | 150              |  
|- other
      comprehensive loss                        |   | -                |   |   | -                |   |   | -              |   |  | -              |   |   | 59               |  
|Changes in operating
      assets and liabilities       |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|Increase in
      prepaid expenses                      |   |                  |   |   | (57              | ) |   |                |   |  | (57            | ) |   |                  |  
|Increase (decrease) in accounts payable and             |   | (3,750           | ) |   | (4,135           | ) |   | (2,075         | ) |  | (11,734        | ) |   | 1,250            |  
|accrued liabilities                                     |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|NET CASH PROVIDED IN OPERATING                          |   | (9,969           | ) |   | (10,065          | ) |   | (11,704        | ) |  | (31,593        | ) |   | (121,352         | )
|ACTIVITIES                                              |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|CASH FLOWS FROM FINANCING ACTIVITIES                    |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|Capital contribution                                    |   | 10,000           |   |   |                  |   |   | 10,000         |   |  |                |   |   | 10,000           |  
|Proceeds from issuance
      of common stock            |   | -                |   |   | -                |   |   | -              |   |  | -              |   |   | 115,000          |  
|Proceeds from issuance of common stock
      subject to |   | -                |   |   | -                |   |   | -              |   |  | -              |   |   | -                |  
|rescission                                              |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|NET CASH PROVIDED BY FINANCING                          |   | -                |   |   | -                |   |   | 10,000         |   |  | -              |   |   | 125,000          |  
|ACTIVITIES                                              |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|NET INCREASE (DECREASE) IN CASH                         |   | 31               |   |   | (10,065          | ) |   | (1,704         | ) |  | (31,593        | ) |   | 3,648            |  
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|CASH, BEGINNING
      OF PERIOD                         |   | 3,616            |   |   | 45,588           |   |   | 5,351          |   |  | 67,116         |   |   | -                |  
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|CASH, END OF
      PERIOD                               | $ | 3,648            |   | $ | 35,524           |   |   | 3,648          |   |  | 35,524         |   |   | 3,648            |  
|                                                        |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|Non-cash financing activities                           |   |                  |   |   |                  |   |   |                |   |  |                |   |   |                  |  
|Paid in capital from contributed services               |   | -                |   |   | 50               |   |   | -              |   |  | 50             |   |   | 150              |  

The accompanying notes are an integral part of these financial
statements

- 5 -

---

SIERRA VENTURES, INC.(An Exploration Stage
Company)

Notes to Financial Statements November 30, 2009 -
Unaudited

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
ASC Topic 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 November
30, 2009.

Note 2  Basis of Presentation and Going Concern

The condensed financial statements presented herein have been
prepared by the Company in accordance with the accounting policies in its
audited financial statements for the period October 19, 2006 (inception) through
May 31, 2009 as filed in its Form 10K and should be read in conjunction with the
notes thereto.

In the opinion of management, all adjustments (consisting only
of normal recurring adjustments) which are necessary to provide a fair
presentation of operating results for the interim period presented have been
made. The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

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 November 30, 2009 and for
the period October 19, 2006 (inception) through November 30, 2009 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 $122,811 for the period from October 19, 2006
(inception) through November 30, 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 its operations 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
public offerings, it will have to find alternative sources, such as a second
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.

---

SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

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 ASC Topic Accounting and Reporting by
Development Stage Companies, the Company charges mineral property
acquisition costs and exploration costs to operations as incurred.

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

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

Reclamation costs

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

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

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

- 7 -

---

SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

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

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

Use of estimates

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

Fair value of financial instruments and derivative financial
instruments

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

Income taxes

The Company has adopted ASC Topic (Accounting Standards
Codification) regarding, Accounting for Income Taxes as of inception.
The Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. The Company provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance
with ASC Topic 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 period October 19, 2006 (inception) through November
30, 2009, there were no potential dilutive securities.

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SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

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 insurance limit

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

In August 2001, ASC Topic, Accounting for the Impairment or
Disposal of Long-Lived Assets was issued. It 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 ASC Topic Share-Based Payment. 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 period October 19, 2006 through November 30, 2009. As of November 30,
2009, there were no options outstanding.

Business segments

ASC Topic 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 its requirements of, and has determined
that it is not applicable.

Start-up expenses

The Company has adopted ASC Topic 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 November 30, 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 ASC Topic 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.

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SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

Recently issued accounting pronouncements

Effective June 30, 2009, the Company adopted a new accounting
standard related to the disclosure requirements of the fair value of the
financial instruments. This standard expands the disclosure requirements of fair
value (including the methods and significant assumptions used to estimate fair
value) of certain financial instruments to interim period financial statements
that were previously only required to be disclosed in financial statements for
annual periods. In accordance with this standard, the disclosure requirements
have been applied on a prospective basis and did not have a material impact on
the Companys financial statements.

In December 2007, ASC Topic Business Combinations was
issued. The objective of this statement will significantly change the accounting
for business combinations. An acquiring entity will be required to recognize all
the assets acquired and liabilities assumed in a transaction at the acquisition
date fair value with limited exceptions. This topic applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2009. The Company does not expect the adoption of this topic to have a
material impact on the consolidated financial statements.

In December 2007, ASC Topic Non-controlling Interests in
Consolidated Financial Statements-An Amendment of ARB No. 51 was issued.
The objective of this topic is to establish new accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. It is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2009. The
Company does not expect the adoption of this topic to have a material impact on
the consolidated financial statements.

In March 2008, ASC Topic Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133,
was issued which requires additional disclosures about the objectives of the
derivative instruments and hedging activities, the method of accounting for such
instruments under this topic and its related interpretations, and a tabular
disclosure of the effects of such instruments and related hedged items on our
financial position, financial performance, and cash flows. The Company does not
expect the adoption of this topic to have a material impact on the consolidated
financial statements.

In May 2008, ASC Topic Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60 was issued.
The scope of the topic is limited to financial guarantee insurance (and
reinsurance) contracts. The pronouncement is effective for fiscal years
beginning after December 31, 2009. The Company does not believe this
pronouncement will impact its financial statements.

In April 2009, ASC Topic 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 was issued
..This topic 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.
This topic is effective prospectively beginning April 1, 2009. The adoption of
this topic did not have a material impact on the Company's consolidated results
of operations or financial condition.

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SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

In April 2009, ASC Topic Recognition and Presentation of
Other-Than-Temporary Impairments was issued. This topic modifies the
requirements for recognizing other-than-temporarily impaired debt securities and
changes the existing impairment model for such securities. The topic also
requires additional disclosures for both annual and interim periods with respect
to both debt and equity securities. Under the topic, 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 topic 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.
The topic 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, ASC Topic , Interim Disclosures about Fair
Value of Financial Instruments was issued. This topic 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 topic requires certain additional disclosures regarding the
methods and significant assumptions used to estimate the fair value of financial
instruments.

In May 2009, ASC Topic Subsection Events was issued.
It 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. The topic also
requires entities to disclose the date through which subsequent events were
evaluated as well as the rationale for why that date was selected. The topic 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. Subsequent events were
reviewed through January 11, 2010 the date the financial statements were issued.
See note 10 for events occurring subsequent to November 30, 2009 through January
11, 2010.

In June 2009, ASC Topic, Accounting for Transfers of
Financial Assets  an Amendment of FASB Statement No. 140 was issued. It
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. The
topic eliminates the concept of a "qualifying special-purpose entity," changes
the requirements for derecognizing financial assets and requires additional
disclosures. The topic 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, ASC Topic, Amendments to FASB interpretation
No. 46(R) 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 was issued. This topic 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. This topic requires an ongoing reassessment of
whether a company is the primary beneficiary of a variable interest entity. This
topic also requires additional disclosures about a company's involvement in
variable interest entities and any significant changes in risk exposure due to
that involvement. The topic is effective for fiscal years beginning after
November 15, 2009. The Company has not completed its assessment of the impact it
will have on its financial condition, results of operations or cash flows.

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SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

In June 2009, ASC Topic The FASB Accounting Standards
Codification(TM) and the Hierarchy of Generally Accepted Accounting Principles 
A Replacement of FASB Statement No. 162 was issued. 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
second quarter of the year ending May 31, 2010, and accordingly, the Quarterly
Report on Form 10-Q for the quarter ending November 30, 2009 and all subsequent
public filings will reference the Codification as the sole source of
authoritative literature.

Recently Issued Accounting Standards

In August 2009, the FASB issued an amendment to the accounting
standards related to the measurement of liabilities that are recognized or
disclosed at fair value on a recurring basis. This standard clarifies how a
company should measure the fair value of liabilities and that restrictions
preventing the transfer of a liability should not be considered as a factor in
the measurement of liabilities within the scope of this standard. This standard
is effective for the Company on October 1, 2009. The Company does not expect the
impact of its adoption to be material to its financial statements.

In October 2009, the FASB issued an amendment to the accounting
standards related to the accounting for revenue in arrangements with multiple
deliverables including how the arrangement consideration is allocated among
delivered and undelivered items of the arrangement. Among the amendments, this
standard eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which the Company is
currently assessing the impact, will become effective for the Company on January
1, 2011.

In October 2009, the FASB issued an amendment to the accounting
standards related to certain revenue arrangements that include software
elements. This standard clarifies the existing accounting guidance such that
tangible products that contain both software and non-software components that
function together to deliver the products essential functionality, shall be
excluded from the scope of the software revenue recognition accounting
standards. Accordingly, sales of these products may fall within the scope of
other revenue recognition standards or may now be within the scope of this
standard and may require an allocation of the arrangement consideration for each
element of the arrangement. This standard, for which the Company is currently
assessing the impact, will become effective for the Company on January 1, 2011.

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SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

Note 4  Common stock transactions

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

On October 31, 2006 the Company received $6,000 from its
founder for 6,000,000 shares of the Companys common stock subscribed for at
$0.001 on October 31, 2006.

On November 30, 2006 the Company received $9,000 for 900,000
shares of the Companys common stock subscribed for at $0.01 in a private
placement dated November 01, 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, 2008.
See also Note 5.

During April and May, 2008, the Company received $41,500 and
had a subscription receivable in the amount of $8,500 for 1,000,000 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 three 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 05, 2007, under our mistaken assumption that the
registration statement had become effective through the passage of time. All of
the subscribers have been informed of this situation.

As a result, the Company 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 statement. 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.

Activity for the period June 01, 2009 to November 30,
2009

No shares have been issued

Note 5  Common Stock Subject to Rescission

In January 2009 under an S-1 rescission offering registration
statement revised to April 3, 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 April 13, 2009, and closed on May 14, 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.

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SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

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; analysis of the work and an engineering report are 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. 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. 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.

The agreement and Option will expire on May 31, 2010, if the
Company has not 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.

Note 7  Income taxes

The Company has losses carried forward for income tax purposes.
There are no current or deferred income tax expenses for the period October 19,
2006 through November 30, 2009 due to the Companys loss position. The Company
has fully reserved for any benefits of these losses. Realization of the future
tax benefits related to the deferred tax assets is dependent on the Companys
ability to generate taxable income within the net operating loss carry-forward
period.

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.

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SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

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.

Note 9  Related party transactions

Officers contributed administrative services to the Company for
most periods to May 31, 2008. The time and effort was recorded in the
accompanying financial statements based on the prevailing rates for such
efforts, which equaled $50 per hour based on the level of services performed.
The services are reported as contributed administrative support with a
corresponding entry to additional paid-in capital.

The Company issued a total of 6,000,000 shares of its
restricted common stock to its directors for $6,000 ($0.001 per share) as
founder shares. (Note 4).

An officer of the Company advanced $10,000 to the Company in
September, 2009 for operating capital. As part of the sale of the Corporation,
the officer agreed to forgive the repayment of the advance. The funds have been
reported as additional paid-in capital

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SIERRA VENTURES, INC.(An Exploration Stage Company)

Notes to Financial Statements 
  November 30, 2009 - Unaudited

Note 10  Subsequent Events

On December 11, 2009, Mr. Ken Liebscher purchased 6,000,000
shares of common stock from Ian Jackson, our sole director and officer. The
purchase price of the shares was $200,000, which was paid in cash by the
personal funds of Mr. Liebscher. Ken Liebscher now owns 6,000,000 of our shares
of common stock, which is 67.4% of our issued and outstanding shares of common
stock as of December 11, 2009.

On December 14, 2009, Ian Jackson resigned as our President,
Chief Executive Officer, Chief Financial Officer and Secretary. As a result of
the resignation, we appointed Ken Liebscher as our President, Chief Executive
Officer, Chief Financial Officer, Secretary and to the board of directors. There
was no disagreement between Mr. Jackson and our companys policies or procedures
and Mr. Jackson remains on our board of directors.

Effective December 29, 2009, we entered into subscription
agreements with two offshore investors whereby we issued an aggregate of 50,000
shares of common stock, at a purchase price of $0.40 per share, in a
non-brokered private placement. The offer and sale of the shares occurred
outside of the United States.

Effective January 5, 2010, Ian Jackson resigned from our board
of directors and Dr. Fortunato Villamagna was appointed to our board of
directors and as an executive officer. Dr. Villamagna will serve as Secretary
and CFO of the Company.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These forward-looking 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 by us 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 Item 1A. Risk Factors on
page 25, 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.

GENERAL INFORMATION

Our financial statements are stated in United States Dollars
(USD or US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. All references to common shares refer to the
common shares in our capital stock.

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

Sierra is an exploration stage company. There is no assurance
that commercially viable mineral deposits exist on the mineral property that we
have under option. Further exploration will be required before a final
evaluation as to the economic and legal feasibility of the claim is determined.

FOREIGN CURRENCY AND EXCHANGE RATES

Dollar costs of Sierras property acquisition and planned
exploration costs are in Chinese Yuan also known as Renminbi (RMB). For purposes
of consistency and to express United States Dollars throughout this report,
Chinese currency has been converted into United States currency at the rate of
US 1.00 being approximately equal to RMB 7.50 or RMB 1.00 being approximately
equal to US 0.13 which is the approximate average exchange rate during recent
months and which is consistent with the incorporated financial statements.

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING NOVEMBER 30, 2009,
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q AND IN OUR
ANNUAL REPORT FILED ON FORM 10-K.

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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 5466
Canvasback Rd., No. 155, Blaine, Washington 98230; telephone (702-839-4029).
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 on 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 May 15, 2009, we optioned a 25%
interest in a gold exploration and mining property referred to as the
Zhangjiafan Mining Property located in Jiangxi Province, China by entering into
an Option To Purchase And Royalty Agreement with Jiujiang Gao Feng Mining
Industry Limited Company of Jiangxi City, Jiangxi Province, the beneficial owner
of the property. The option allows us to acquire an interest in the property by
making certain expenditures and carrying out exploration work. 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.

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.

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, in which his firm recommended a
two-phase exploration program to properly evaluate the potential of the
property. Gao Fenglin graduated from Gan-Zhou Geosciences Institute with the
educational equivalency of a U.S. designated geological engineer and has
practiced as an exploration geologist for over 20 years.

The reader of this Report is directed to our Form 10-K Report
for May 31, 2009, dated September 8, 2009, and our S-1 registration statement
dated February 27, 2009 for further discussion of the property, mineral
exploration in China, geology and other background information on the optioned
property.

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with the initial exploration of
the Zhangjiafan property to determine if there are commercially exploitable
deposits of gold and silver. We retained the services of the Jiujiang Geological
Engineering Group Company and Gao Fenglin to complete the first phase of the
work program and to complete and assess the results of the program. Upon receipt
of that report we will be in a position to review the work completed and to
properly evaluate the potential of the property and to determine if gold exists
on the property and if any gold which is found can be economically extracted
& profitably processed.

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

Phase I Exploration Program

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 later this year. If our initial
exploration efforts are favorable we intend to proceed with longer term
exploration.

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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 or 2011 and will be
contingent upon favorable results from phase I and specific recommendations in
the resulting report. Specifics of the work to be carried out have not yet been
determined and will be delineated as recommendations in the reporting of the
results of phase I. The second phase may require up to six weeks work and may
cost up to $200,000 in total (Sierras portion being $50,000) comprised of
wages, fees, camp, equipment rental, trenching, diamond drilling, assays and
related. Four months may be required for analysis and the preparation of a
report and evaluation on the work accomplished.

Employees

Initially, we intend to use the services of subcontractors for
manual labor exploration work and an engineer or geologist to manage the
exploration program. Our only employee had been Ian Jackson our senior officer
and director, but he is no longer an employee. In regards to phase I of the
planned exploration program, we have retained Gao Fenglin as senior geological
consultant.

At November 30, 2009 we had no employees, other than our
directors and officers and there are no current employment agreements in place.
We presently do not have pension, health, annuity, insurance, stock options,
profit sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to employees. On
December 14, 2009, Kenneth B. Liebscher agreed to join the Board of Directors
and became our new President and CEO and Ian Jackson resigned as an executive
officer. On January 5, 2010, Ian Jackson tendered his resignation as a Director
of our company. On January 5, 2010, Dr. Fortunato Villamagna agreed to join the
Board of Directors and will serve as our Secretary, Treasurer and CFO.

Offices

Our offices are located at 5466 Canvasback Rd., Blaine,
Washington 98230. Currently, these facilities are provided to us by Ken
Liebscher, a director and officer, without charge, but such arrangement may be
cancelled at anytime without notice. Specific direct expenses incurred such as
telephone and secretarial services are charged back to Sierra at cost.

Risks

At present we do not know if the claims contain commercially
exploitable reserves of gold or any other valuable mineral. Additionally, the
proposed expenditures to be made by us in the exploration of the claims may not
result in the discovery of commercial quantities of ore. Problems such as
unusual or unexpected formations and other unanticipated conditions can be
encountered in mineral exploration and often result in unsuccessful exploration
efforts. In such a case, we would be unable to complete our business plan.

In order to complete future phases of our proposed exploration
program we will need to raise additional funding. Even if the first phase of our
exploration program is deemed to be successful there is no guarantee that we
will be able to raise any additional capital in order to finance future
phases.

The Vendor holds the mining rights to the claims which thereby
gives him or his designated agent, the rights to mine and recover all of the
minerals contained within the surface boundaries of the lease continued
vertically downward. In the event it were to grant another deed which is
subsequently registered prior to our deed, the third party would obtain good
title and we would have nothing.

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Jiujiang has granted an option to Sierra to allow us to
explore, mine and recover any minerals on the claims. As with the preceding, if
it were to grant an option to another party, that party would be able to enter
the claims, carry out certain work commitments and earn right and title to the
claims; we would have little recourse as we would be harmed, would not own any
claims and would have to cease operations. However, in either event, Jiujiang
would be liable to us for monetary damages for breach of the agreement. The
extent of that liability would be for our out of pocket costs for expenditures
on the claims, if any, in addition to any lost opportunity costs if the claims
proved to be of value in the future. The agreement does not specifically
reference these risks or the recourse. Although we would have recourse against
the vendor in the situations described, there is a question as to whether that
recourse would have specific value.

Finally, even if our exploration program is successful we may
not be able to obtain commercial production. If our exploration is successful
and commercial quantities of ore are discovered we will require a significant
amount of additional funds to place the claims into commercial production.

Results of Operations

Sierra was incorporated on October 19, 2006; comparative
periods for the three months ended November 30, 2009, November 30, 2008, and
October 19, 2006 (inception), through November 30, 2009, are presented in the
following discussion.

Since inception, we have used our common stock to raise money
for our optioned acquisition and for corporate expenses. Net cash provided by
financing activities (less offering costs) from inception on October 19, 2006,
to November 30, 2009, was $115,000 as proceeds received from sales of our common
stock. On December 18, 2009 we sold 50,000 shares of its common stock at a price
of $0.40 per share with proceeds of $20,000.

Revenues

We did not generate any revenues from operations for the
quarter ended November 30, 2009, nor for the similar quarter in 2008. To date,
we have not generated any revenues from our exploration business.

Expenses

The table below shows our operating results for the three month
and six month periods ended November 30, 2009 and 2008.

Three Months Ended
      November 30, 2009
    Three Months Ended
      November 30, 2008
    Six Months Ended
      November 30, 2009
    Six Months Ended
      November 30, 2008Professional fees
    $1,118
    $1,337
    $2,603
    $3,637Communications
    -
    2,513
    -
    4,593Office
    3,382
    1,873
    3,879
    4,580Travel, entertainment & public relations
    -
    150
    828
    2,992Exploration of resource property
    -
    -
    -
    -Transfer agent
    400
    -
    1,000
    4,000Registration & filing fees
    1,319
    -
    1,319
    -Contributed administrative support (note 2)
    -
    -
    -
    -Total expenses
    $6,219
    $5,873
    $(9,629)
    $19,802


Costs have and will vary from quarter to quarter based on the
level of corporate activity, exploration operations and capital raising. Costs
in the most recently completed quarter decreased relative to the similar period
last year as we were relatively inactive while we awaited the results of the
first phase of exploration on our optioned mineral property. These costs can be
subdivided into the following categories:

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PROFESSIONAL FEES: Sierra incurred $1,118 in professional fees
for the quarter ended on November 30, 2009, and $1,337 for the comparative
period last year. From inception to October 19, 2006, we have incurred $29,137
in professional fees mainly on legal and accounting matters. This cost category
varies depending on legal and accounting requirements.

COMMUNICATIONS EXPENSES: No communications costs were incurred
in the most recent quarter which ended on November 30, 2009, while $2,513 was
incurred for the comparative period last year. For the period October 19, 2006
(inception), through November 30, 2009, a total of $16,599 has been spent on
communication costs related to our business. Communications costs dropped in the
quarter under review as a result of reduced activity and communications with
persons, representatives and corporations in China.

OFFICE EXPENSES: $3,382 in office costs were incurred in the
most recent quarter which ended on November 30, 2009, while $1,873 was incurred
during the comparative period last year. For the period October 19, 2006
(inception), through November 30, 2009, a total of $19,647 has been spent on
office related expenses which are mostly comprised of facsimile, courier,
photocopy, postage and other general office expenses and services.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: No travel,
entertainment and meal costs were incurred in the most recent quarter which
ended on November 30, 2009, and $150 was incurred for the comparative period
last year. For the period October 19, 2006 (inception), through November 30,
2009, a total of $12,429 has been spent on this category.

EXPLORATION OF RESOURCE PROPERTIES: We did not spend anything
on the exploration of our resource property for the quarters ended November 30,
2009, or 2008. A total of $30,000 has been incurred from inception on October
19, 2006 to November 30, 2009 for this expense item. This category will vary
depending on our exploration activities and acquisitions.

TRANSFER AGENT FEES AND RELATED EXPENSES: $400 was paid to our
transfer agent in the quarter. No such expense was incurred for the similar
quarter in 2008. A total of $6,060 has been incurred from inception on October
19, 2006, to November 30, 2009, for transfer agent fees and related expenses.

REGISTRATION AND FILING FEES: $1,319 was paid to regulatory
authorities in the quarter with respect to two filings. No such expense was
incurred for the similar quarter in 2008. A total of $8,789 has been incurred
from inception on October 19, 2006, to November 30, 2009, for registration and
filing fees.

CONTRIBUTED EXPENSES: No contributed expenses (for contributed
administrative costs) were incurred for the quarters ended November 30, 2009,
and 2008. A total of $150 has been incurred from inception on October 19, 2006,
to November 30, 2009. All contributed expenses are reported as contributed costs
with a corresponding credit to additional paid-in capital.

Sierra continues to carefully control its expenses and overall
costs as it moves its business development plan forward. Sierra does not have
any employees and engages personnel through outside consulting contracts or
agreements or other such arrangements, including for legal, accounting and
technical consultants.

Plan of Operation and Anticipated Cash Requirements

Sierra believes we cannot satisfy our cash requirements for the
current fiscal year end of May 31, 2010 with available cash on hand and will
have to seek additional financing immediately.

For the balance of the current fiscal year to May 31, 2010,
upon receipt of the engineering report on evaluation of the phase I work program
on our optioned mineral property, we will concentrate our efforts on the review
of the report and securing additional financing to be able to carry out our
business plan. Following industry trends and demands, we are also considering
the acquisition of other properties and projects of merit. In either situation,
we will try to raise the funds required from a new public offering, a private
placement, loans or the establishment of a joint venture whereby a third party
would pay the costs associated with phase II and we would retain a carried
interest. At

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the present time, we have not made any plans to raise
additional funds and there is no assurance that we would be able to raise money
in the future.

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 will require up to $130,000 to fund ongoing operating expenses and working
capital requirements for the next 12 months, broken down as follows:

Operating expenses
    $
    35,000Phase II exploration program
    
    50,000Working Capital
    
    45,000Total
    $
    130,000


As at November 30, 2009, we had a working capital of $2,398. We
do not anticipate that we will be able to satisfy any of these funding
requirements internally until we significantly increase our revenues.

Going Concern

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 notes describing the
circumstances that lead to this disclosure by our independent auditors. Our
issuance of additional equity securities could result in a significant dilution
in the equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments.

There are no assurances that we will be able to obtain further
funds required for continued operations. We are pursuing various financing
alternatives to meet immediate and long-term financial requirements. There can
be no assurance that additional financing will be available to us when needed
or, if available, that it could 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 obligations as they come due.

Liquidity and Capital Resources

As of end of the last quarter on November 30, 2009, we have yet
to generate any revenues.

Since inception, we have used our common stock and loans or
advances from our officers and directors to raise money for our optioned
acquisition and for corporate expenses.

Working Capital

As of November 30, 2009, we had $2,398 in unallocated working
capital.

November 30,
    
    
    May 312009
    
    
    2009Current Assets
    $
    3,648
    
    $
    5,351Current Liabilities
    
    1,250
    
    
    3,325Working Capital
    $
    2,398
    
    $
    2,026


We have incurred recurring losses from inception. Our ability
to meet our financial obligations and commitments is primarily dependent upon
continued financial support of our shareholders, directors and the continued
issuance of equity to new and existing shareholders.

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Cash Flows

|                                                |  | Three Months |   |  | Three Months |   |  | Six Months   |   |  | Six Months   |  
|----------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------ | - |  | ------------ | -
|                                                |  | Ended        |   |  | Ended        |   |  | Ended        |   |  | Ended        |  
|                                                |  | November 30, |   |  | November 30, |   |  | November 30, |   |  | November 30, |  
|                                                |  | 2009         |   |  | 2008         |   |  | 2009         |   |  | 2008         |  
|Net cash provided in operating activities       |  | (9,969       | ) |  | (10,065      | ) |  | (11,704      | ) |  | (31,593      | )
|Net cash provided
      by financing activities |  | 10,000       |   |  | -            |   |  | 10,000       |   |  | -            |  
|Net increase (decrease) in cash                 |  | 31           |   |  | (10,065      | ) |  | (1,704       | ) |  | (31,593      | )

Net cash provided in operating activities

For the three month period ended on November 30, 2009, $(9,969)
in net cash was used and for the quarter ended November 30, 2009 compared with
$(10,065) in the same period in 2008. $(121,352) in net cash has been used since
inception on October 19, 2006, through November 30, 2009.

Net cash provided by financing activities

Net cash provided by financing activities from inception on
October 19, 2006, to November 30, 2009, was $115,000 as a result of gross
proceeds received from sales of our common stock. We issued 6,000,000 shares of
common stock through a Section 4(2) offering in October, 2006 for cash
consideration of $6,000. We issued 900,000 shares of common stock through a
Regulation D offering in November, 2006 for cash consideration of $9,000 to a
total of five placees. In the fiscal year ended May 31, 2008, $100,000 cash was
provided by financing activities as the result of the sale of 2,000,000 shares
of common stock at a price of $0.05 per share issued under our SB-2 registration
statement. On December 18, 2009 we sold 50,000 shares of its common stock at a
price of $0.40 per share with proceeds of $20,000.

Net increase (decrease) in cash

For the quarter ended November 30, 2009, the net loss was
$6,219. The loss per share was based on a weighted average of 7,606,849 common
shares outstanding. The net loss from inception to November 30, 2009, is
$122,811.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
November 30, 2009. Although inflation is moderately higher than it was during
2008 the actual rate of inflation is not material and is not considered a factor
in our contemplated capital expenditure program.

Subsequent Events

On December 11, 2009 Ken Liebscher purchased 6,000,000 shares
of common stock from Ian Jackson, our sole director and officer. Ken Liebscher
now owns 6,000,000 of our shares of common stock, which is 67.4% of our issued
and outstanding shares of common stock as of December 11, 2009. This effected a
change of control of our Company.

Mr. Liebscher was appointed as President, Treasurer and
Secretary and to our companys Board of Directors on December 14, 2009, which
increased the current Board to two members.

Effective December 29, 2009, we entered into subscription
agreements with an offshore investor whereby we issued an aggregate of 50,000
shares of common stock, at a purchase price of $0.40 per share, in a
non-brokered private placement. Proceeds of the private placement are being used
for working capital.

Effective January 5, 2010, Ian Jackson resigned from our board
of directors and Ken Liebscher resigned as Secretary of our company. Dr.
Fortunato Villamagna was appointed to serve as a director of our company and as
our Secretary and Chief Financial Officer.

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Off-Balance Sheet Arrangements

We have no significant 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable

ITEM 4T. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures, as that term
is defined in Rule 13a-15(e), promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
Disclosure controls and procedures include controls and procedures designed to
ensure that information required to be disclosed in our company's reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer to allow timely decisions regarding required
disclosure.

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 our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act). Based upon that evaluation, our principal executive officer and
our principal financial officer concluded that, as of the end of the period
covered in this report, our disclosure controls and procedures were effective to
ensure that information required to be disclosed in reports filed under the
Exchange Act is recorded, processed, summarized and reported within the required
time periods and is accumulated and communicated to our management, including
our principal executive officer and principal financial officer, as appropriate
to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and
our principal financial officer, does not expect that our disclosure controls
and procedures or our internal controls will prevent all errors or fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints and the benefits of controls must be considered
relative to their costs. Due to the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, have been detected. Accordingly, management
believes that the financial statements included in this report fairly present in
all material respects our financial condition, results of operations and cash
flows for the periods presented.

(b) Changes in Internal Controls.

During the quarter ended November 30, 2009, there were no
changes in the Company's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, its internal
control over financial reporting.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against our company, 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 our interest.

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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 $9,282. 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.

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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 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. Ken Liebscher, our President and CEO and Dr.
Fortunato Villamagna, our Secretary and Treasurer, will be devoting
approximately 20 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.

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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.

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 notgenerally 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.

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.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

During the current quarter under review, Sierra did not sell
any shares of its common stock. As January 13, 2010, Sierra has 8,950,000 common
shares issued and outstanding.

Effective December 29, 2009, we entered into subscription
agreements with two offshore investors whereby we issued an aggregate of 50,000
shares of common stock, at a purchase price of $0.40 per share, in a
non-brokered private placement. The offer and sale of the shares occurred
outside of the United States.

We issued the securities to non-U.S. persons (as that term is
defined in Regulation S of the Securities Act of 1933, as amended) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933, as amended.

No advertising or general solicitation was employed in offering
the securities.

The securities issued in the non-brokered private placement
have not been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements of the Securities Act of
1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter has been submitted to a vote of security holders
during the preceding quarter.

ITEM 5. OTHER INFORMATION

Effective January 5, 2010, Ian Jackson resigned from our board
of directors. There was no disagreement between Mr. Jackson and our companys
policies or procedures.

Fortunato Villamagna has consented to serve as director of the
Company. Dr. Villamagna will serve as Secretary and CFO of the Company.

Dr. Fortunato Villamagna, age 50, has over 25 years of domestic
and international experience in the specialty and bulk chemicals, capital
equipment, bioenergy, aerospace and energetic materials businesses. Dr.
Villamagna holds a PhD in Chemistry and MBA in Global Management, and has worked
throughout North America, Europe, Australia and West Africa. Prior to joining
UTEC Inc. Dr. Villamagna was Vice President - Business Development for American
Pacific Corporation (AMPAC), a publically listed company with divisions and
subsidiaries that manufacture active pharmaceutical ingredients and registered
intermediates, energetic products used primarily in space flight, aerospace and
defense systems, clean fire- extinguishing agents and water treatment equipment.

Prior to that Dr. Villamagna was the Vice President Technology,
Americas and Europe for Orica Inc., an Australian-owned, publicly-listed global
company, and global leader in mining products and services. Prior to that Dr.
Villamagna was the Director of Bulk Delivered Products for Energetic Solutions,
Inc., a part of UK Based ICI Explosive. Dr. Villamgna is also President and CEO
of UTEC, Inc. a public Company (UTEI.PK).

On December 11, 2009 Ken Liebscher purchased 6,000,000 shares
of common stock from Ian Jackson, our sole director and officer. The purchase
price of the shares was $200,000, which was paid in cash and by the personal
funds of Mr. Liebscher. Ken Liebscher now owns 6,000,000 of our shares of common
stock, which is 67.4% of our issued and outstanding shares of common stock as of
December 11, 2009.

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On December 14, 2009, Ian Jackson resigned as our President,
Chief Executive Officer, Chief Financial Officer and Secretary. As a result of
the resignation, we appointed Ken Liebscher as our new President, Chief
Executive Officer, Chief Financial Officer, Secretary and to the board of
directors.

There was no disagreement between Mr. Jackson and our companys
policies or procedures and Mr. Jackson remains on our board of directors.

There are no family relationships between Mr. Liebscher and our
board of directors.

Item 6. Exhibits and Reports on Form 8-K

3.1
      Articles of Incorporation attached as an exhibit to our
          Form SB-2 filed on October 12, 20073.2
      Bylaws attached as an exhibit to our Form SB-2 filed on
          October 12, 200710.1
      Option to Purchase and Royalty
          Agreement dated March 22, 2007 with Jiujiang Gao Feng Mining Industry
          Limited Company attached as an exhibit to our Form SB-2 filed on October
          12, 200710.2
      Form of Private Placement
          subscription agreement attached as an exhibit to our Form SB-2 filed
          on October 12, 200710.3
      Escrow Agreement dated November
          25, 2008 between Ian Jackson, Sierra Ventures Inc. and Harcourt Chan
          attached as an exhibit to our Form S-1/A filed on January 14, 200910.4
      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
          attached as an exhibit to our Form 10-K filed on September 8, 200910.5
      Form of Private Placement
          subscription agreement attached as an exhibit to our Form 8-K filed
          on December 31, 200914.1
      Code of Ethics attached as an exhibit to our Form SB-2
          filed on October 12, 200731.1*
      Certification Pursuant to Section
          302 of the Sarbanes-Oxley Act Of 200231.2*
      Certification Pursuant to Section
          302 of the Sarbanes-Oxley Act Of 200232.1*
      Certification Pursuant to Section
          906 of the Sarbanes-Oxley Act Of 200232.2*
      Certification Pursuant to Section
          906 of the Sarbanes-Oxley Act Of 2002


*attached herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

SIERRA VENTURES, INC.(Registrant)

Date: January 13, 2010

|By: | /s/ Kenneth B. Liebscher           | By: | /s/ Dr.
      Fortunato Villamagna           
|--- | ---------------------------------- | --- | ---------------------------------------------
|    | KENNETH B. LIEBSCHER,              |     | DR. FORTUNATO VILLAMAGNA,                    
|    | President, Chief Executive Officer |     | Secretary, Treasurer, Chief Financial Officer
|    | Principal Executive Officer        |     | Principal Financial, Officer and             
|    |                                    |     | Principal Accounting Officer                 

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