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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q /A

This Form 10-Q is amended to include a statement at the bottom of this page that the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). This quarterly report on Form 10-Q/A is
being filed to amend our quarterly report on Form 10-Q for the quarter ended February 29, 2008
which was filed with the SEC on April 18, 2008. Accordingly, pursuant to rule 12b-15 under the
Securities Exchange Act of 1934, as amended, this Form 10-Q/A contains complete text of the original
Form 10-Q, the cover page of which has been amended, as well as the current dated certifications from
the Principal Executive Officer and the Principal Financial Officer. The amendment contained herein
adds the statement that we are a shell company (as defined in Rule 12b-2 of the Act) on the cover page
of this Form 10-Q by inserting such a statement. We have not updated the information contained
herein for events occurring subsequent to April 18, 2008, the filing date of the original Form 10-Q.

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended February 29, 2008

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

For the transition period from _______ to _______

Commission file number: 333-146675

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

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

Issuers telephone number: (888) 755-9766

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

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

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

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

Indicate by check mark whether the registrant is a large
accelerated filer, a non-accelerated filer or a smaller reporting company.

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


State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 6,900,000
shares of Common Stock as of April 15, 2008.

Transitional Small Business Format. Yes [   ]  
  No [X]

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

1

---

Sierra Ventures, Inc.
  (an Exploration Stage Company) 
  Balance Sheets 
  February 29, 2008

|                                                       |   | February 29, 2008 |  |   | May 31. 2007 | 
|------------------------------------------------------ | - | ----------------- |  | - | ------------ | 
|                                                       |   | (Unaudited)       |  |   |              | 
|Assets                                                 |   |                   |  |   |              | 
|                                                       |   |                   |  |   |              | 
|Current assets                                         |   |                   |  |   |              | 
|Cash and cash equivalents                              | $ | 6,450             |  | $ | 12,282       | 
|                                                       |   |                   |  |   |              | 
|Liabilities and Stockholders' Equity                   |   |                   |  |   |              | 
|                                                       |   |                   |  |   |              | 
|Current liabilities                                    |   |                   |  |   |              | 
|Accrued expenses                                       |   | 1,000             |  |   | 3,000        | 
|Shareholder advances                                   |   | 10,000            |  |   | --           | 
|Total
      current liabilities                        |   | 11,000            |  |   | 3,000        | 
|                                                       |   |                   |  |   |              | 
|Stockholders' equity                                   |   |                   |  |   |              | 
|Common stock, 500,000,000 shares authorized,           |   |                   |  |   |              | 
|par
      value $.001, 6,900,000 shares issued and     |   |                   |  |   |              | 
|outstanding                                            |   | 6,900             |  |   | 6,900        | 
|Additional paid-in capital                             |   | 8,250             |  |   | 8,200        | 
|Other comprehensive loss                               |   | 59                |  |   | -2           | 
|Deficit accumulated during
      the exploration stage |   | -19,759           |  |   | -5,816       | 
|Total stockholders'
      equity                       |   | -4,550            |  |   | 9,282        | 
|                                                       |   |                   |  |   |              | 
|Total liabilities
      and stockholders' equity       | $ | 6,450             |  | $ | 12,282       | 

See accompanying notes to financial statements

F-1

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

October 19, 2006
      
      
      For the periodThree months
      
      
      Three months
      
      
      Nine months
      
      
      (Inception)
      
      
      October 19, 2006ended
      
      
      ended
      
      
      ended
      
      
      through
      
      
      (date of inception)February 29,
      
      
      February 28,
      
      
      February 29,
      
      
      February 28,
      
      
      through2008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      February 29, 2008Revenues
      $
      ---
      
      $
      ---
      
      $
      
      
      $
      ---
      
      $
      ---ExpensesProfessional fees
      
      1,000
      
      
      1,000
      
      
      4,000
      
      
      1,000
      
      
      7,300Communications expense
      
      1,434
      
      
      297
      
      
      4,007
      
      
      297
      
      
      4,600Office expenses
      
      1,763
      
      
      329
      
      
      4,691
      
      
      629
      
      
      5,357Travel and entertainment
      
      ---
      
      
      579
      
      
      1,195
      
      
      579
      
      
      2,352Other services
      
      ---
      
      
      ---
      
      
      50
      
      
      ---
      
      
      150Total expenses
      
      4,197
      
      
      2,205
      
      
      13,943
      
      
      2,505
      
      
      19,759Net loss
      $
      -4,197
      
      $
      -2,205
      
      $
      -13,943
      
      $
      -2,505
      
      $
      -19,759Basic and diluted loss per common share
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---Weighted average number of common sharesused in per share calculations
      
      6,900,000
      
      
      6,030,000
      
      
      6,900,000
      
      
      6,030,000
      
      
      6,829,545


See accompanying notes to financial statements

F-2

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

DeficitaccumulatedCommon
      
      
      
      
      
      Additional
      
      
      Other
      
      
      during the
      
      
      Totalshares
      
      
      Common
      
      
      paid-in
      
      
      Comprehensive
      
      
      exploration
      
      
      stockholders'outstanding
      
      
      stock
      
      
      capital
      
      
      Loss
      
      
      stage
      
      
      equityCommon shares issued forcash
      
      6,900,000
      
      
      6,900
      
      
      8,100
      
      
      ---
      
      
      ---
      
      
      15,000Contributed services
      
      ---
      
      
      ---
      
      
      100
      
      
      ---
      
      
      ---
      
      
      100Currency exchange loss
      
      ---
      
      
      ---
      
      
      ---
      
      
      -2
      
      
      ---
      
      
      -2Net loss for the periodOctober 19, 2006 (inception)to May 31, 2007
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      -5,816
      
      
      -5,816Balance, May 31, 2007
      
      6,900,000
      
      
      6,900
      
      
      8,200
      
      
      -2
      
      
      -5,816
      
      
      9,282Contributed services
      
      ---
      
      
      ---
      
      
      50
      
      
      ---
      
      
      ---
      
      
      50Currency exchange gain
      
      ---
      
      
      ---
      
      
      ---
      
      
      61
      
      
      ---
      
      
      61Net loss for the nine monthsended February 29, 2008
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      -13,943
      
      
      -13,943Balance, February 29, 2008
      
      6,900,000
      
      $
      6,900
      
      $
      8,250
      
      $
      59
      
      $
      -19,759
      
      $
      -4,550


See accompanying  notes to financial  statements

F-3

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

|                                                             |   |                   |  |   | For the period      |  |   | For the period      | 
|------------------------------------------------------------ | - | ----------------- |  | - | ------------------- |  | - | ------------------- | 
|                                                             |   |                   |  |   | October 19, 2006    |  |   | October 19, 2006    | 
|                                                             |   | Nine months       |  |   | (date of inception) |  |   | (date of inception) | 
|                                                             |   | ended             |  |   | through             |  |   | through             | 
|                                                             |   | February 29, 2008 |  |   | February 28, 2007   |  |   | February 29, 2008   | 
|                                                             |   |                   |  |   |                     |  |   |                     | 
|Cash flows used for operating activities                     |   |                   |  |   |                     |  |   |                     | 
|Net loss                                                     | $ | -13,943           |  | $ | -2,505              |  | $ | -19,759             | 
|Adjustments to reconcile net loss to net cash
      provided |   |                   |  |   |                     |  |   |                     | 
|by operating activities:                                     |   |                   |  |   |                     |  |   |                     | 
|Contribued services                                          |   | 50                |  |   |                     |  |   | 150                 | 
|Other comprehensive loss                                     |   | 61                |  |   |                     |  |   | 59                  | 
|Changes in operating assets and liabilities                  |   |                   |  |   |                     |  |   |                     | 
|Increase in accrued expenses                                 |   | -2,000            |  |   | 1,000               |  |   | 1,000               | 
|                                                             |   |                   |  |   |                     |  |   |                     | 
|Cash flows used for operating activities                     |   | -15,832           |  |   | -1,505              |  |   | -18,550             | 
|                                                             |   |                   |  |   |                     |  |   |                     | 
|Cash flows from financing activities                         |   |                   |  |   |                     |  |   |                     | 
|Advances from shareholder                                    |   | 10,000            |  |   | ---                 |  |   | 10,000              | 
|Proceeds from issuance of common stock                       |   | ---               |  |   | 15,000              |  |   | 15,000              | 
|                                                             |   |                   |  |   |                     |  |   |                     | 
|Cash flows from financing activities                         |   | 10,000            |  |   | 15,000              |  |   | 25,000              | 
|                                                             |   |                   |  |   |                     |  |   |                     | 
|Increase in cash and cash equivalents                        |   | -5,832            |  |   | 13,495              |  |   | 6,450               | 
|                                                             |   |                   |  |   |                     |  |   |                     | 
|Cash and cash equivalents - Beginning of period              |   | 12,282            |  |   | ---                 |  |   | ---                 | 
|                                                             |   |                   |  |   |                     |  |   |                     | 
|Cash and cash equivalents - End of period                    | $ | 6,450             |  | $ | 13,495              |  | $ | 6,450               | 
|                                                             |   |                   |  |   |                     |  |   |                     | 
|Supplemental Disclosures regarding cash flows                |   |                   |  |   |                     |  |   |                     | 
|Interest paid                                                | $ | ---               |  | $ | ---                 |  | $ | ---                 | 
|Income taxes paid                                            |   | ---               |  |   | ---                 |  |   | ---                 | 
|                                                             |   |                   |  |   |                     |  |   |                     | 
|Non-cash financing activities                                |   |                   |  |   |                     |  |   |                     | 
|Paid in capital from contributed
      services              |   | 50                |  |   | ---                 |  |   | 150                 | 

See accompanying notes to financial statements

F-4

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SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

Note 1  Nature of Operations

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

The Company is an exploration stage company as defined
  in the Securities and Exchange Commission Industry Guide 7, and is subject to
  compliance with Statement of Financial Accounting Standards No. 7 (SFAS No.
  7), Accounting and Reporting by Development Stage Companies. The Company
  is devoting its resources to establishing the new business, and its planned
  operations have not yet commenced, accordingly, no revenues have been earned
  during the period from October 19, 2006 (date of inception) to February 29,
  2008.

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, 2007 as filed in its Form SB-2 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 February 29, 2008
  and for the period October 19, 2006 (inception) through February 29, 2008 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 $19,759 for the period from October
  19, 2006 (inception) through February 29, 2008. In addition, the Company has
  not generated any revenues and no revenues are anticipated until we begin removing
  and selling gold, and there is no assurance that a commercially viable deposit
  exists on the mineral claims that we may have under option. These conditions
  raise substantial doubt as to the Companys ability to continue as a going
  concern.

Managements plans to support the Company in operation and
  to maintain its business strategy is to raise funds through public offerings
  and to rely on officers and directors to perform essential functions with minimal
  compensation. If the Company does not raise all of the money it needs from the
  public offering, it will have to find alternative sources, such as a second
  public offering, a private placement of securities,

F-5

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SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

or loans from its officers, directors or others. If the Company
  requires additional cash and cant raise it, it will either have to suspend
  operations until the cash is raised, or cease business entirely.

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

Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents

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

Mining exploration costs

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

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.

F-6

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SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

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

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

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

Use of estimates

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

Fair value of financial instruments and derivative financial
  instruments

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

Income taxes

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

F-7

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SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance
  with SFAS No. 128 Earnings per Share. The basic net loss
  per common share is computed by dividing the net loss by the weighted average
  number of common shares outstanding. Diluted net loss per share gives effect
  to all dilutive potential common shares outstanding during the period using
  the as if converted basis. For the period October 19, 2006 (inception)
  through February 29, 2008, there were no potential dilutive securities.

Concentration of Credit Risk

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

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

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

Stock Based Compensation

The Company accounts for its stock-based compensation in accordance
  with SFAS No. 123R, Share-Based Payment, an Amendment of FASB Statement
  No. 123. The Company recognizes in the statement of operations the grant-date
  fair value of stock options and other equity-based compensation issued to employees
  and non-employees. The Company did not grant any new employee options and no
  options were cancelled or exercised during the period October 19, 2006 through
  February 29, 2008. As of February 29, 2008, there were no options outstanding.

Business segments

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

F-8

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SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

Start-up expenses

The Company has adopted Statement of Position No. 98-5, Reporting
  the Costs of Start-up Activities, which requires that costs associated
  with start-up activities be expensed as incurred. Accordingly, startup costs
  associated with the Companys formation have been included in the Companys
  general and administrative expenses for the period from October 19, 2006 (date
  of inception) through February 29, 2008.

Foreign currency translation

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

Recently issued accounting pronouncements

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

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

F-9

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

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

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

Note 4  Common stock transactions

Activity for the period October 19, 2006 (date of inception)
  to February 29, 2008

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 $.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 $.01 in a private
  placement on November 14, 2006.

F-10

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

Note 5  Commitments

Under the terms of the Option to Purchase and Royalty Agreement,
  discussed in Note 1, the Company must incur exploration expenditures on the
  property in the minimum amount of $20,000 on or before May 31, 2008, an
  additional $40,000 for aggregate minimum exploration expenses of $60,000
  on or before May 31, 2009. 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 recommended by a competent
  geologist. The Company will pay to Jiujiang an annual royalty equal to three
  percent (3%) of net smelter returns. If the results of Phase 1 are unfavorable,
  the Company will terminate the option agreement and will not be obligated to
  make any subsequent payments,

Sierra has the right to acquire an additional 26% of the right,
  title and interest in the property by the payment of $25,000 and by incurring
  an additional $100,000 in exploration expenditures on the property on or
  before May 31, 2010.

Note 6  Income taxes

The Company has losses carried forward for income tax purposes.
  There are no current or deferred income tax expenses for the period October
  19, 2006 through February 29, 2008 due to the Companys loss position.
  The Company has fully reserved for any benefits of these losses. Realization
  of the future tax benefits related to the deferred tax assets is dependent on
  the Companys ability to generate taxable income within the net operating
  loss carryforward period.

Note 7  Certain significant risks and uncertainties

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

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

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

F-11

---

SIERRA VENTURES, INC. 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

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

Note 8  Related party transactions

Officers contributed administrative services to the Company
  for all periods to February 29, 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 director for $6,000 ($.001 per share) as founder
  shares. (Note 4)

An officer of the Company advanced $10,000 to the Company
  to cover expenses. The advance does not have a due date and is not interest
  bearing.

Note 9  Registration Statement

On October 11, 2007 the Company filed a Form SB-2 registration
  statement with the Securities and Exchange Commission. The Corporation is offering
  up to 2,000,000 shares of its common stock at a price of $.05 per share.
  The Company received a no comment letter dated October 25, 2007.
  The Company expects the SB-2 offering to close early in April, 2008.

F-12

---

2

Item 2. Managements Discussion and Analysis or Plan of
Operation.

Cautionary Statement Regarding Forward-Looking
Statements

This quarterly report contains forward-looking statements as
  that term is defined in the Private Securities Litigation Reform Act of 1995.
  These statements relate to future events or our future financial performance.
  Some discussions in this report may contain forward-looking statements that
  involve risk and uncertainty. A number of important factors could cause our
  actual results to differ materially from those expressed in any forward-looking
  statements made 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 the section entitled
"Risk Factors", 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
(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 annual 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 claim 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.

Glossary of Exploration Terms

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

| | Development   | Preparation of a mineral deposit for commercial
      production, including installation of plant and machinery and the
      construction of all related facilities. The development of a mineral
      deposit can onlybe made after a commercially viable mineral
      deposit, a reserve, has been appropriately evaluated as economically and
      legally feasible.
| | ------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |               |                                                                                                                                                                                                                                                                                                                                                                            
| | Diamond drill | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.         
| |               |                                                                                                                                                                                                                                                                                                                                                                            
| | Exploration   | The prospecting, trenching, mapping, sampling,
      geochemistry, geophysics, diamond drilling and other work involved in
      searching for mineral bodies.                                                                                                                                                                                                             

---

3

| | Geochemistry    | Broadly defined as all parts of geology that involve
      chemical changes or narrowly defined as the distribution of the elements
      in the earths crust; the distribution and migration of the individual
      elements in the various parts of the earth.                                                                 
| | --------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                 |                                                                                                                                                                                                                                                                                                                                    
| | Geology         | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                   
| |                 |                                                                                                                                                                                                                                                                                                                                    
| | Geophysics      | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                          
| |                 |                                                                                                                                                                                                                                                                                                                                    
| | Mineral         | A naturally occurring inorganic element or compound
      having an orderly internal structure and characteristic chemical
      composition, crystal form and physical properties.                                                                                                                                                
| |                 |                                                                                                                                                                                                                                                                                                                                    
| | Mineral Reserve | A mineral reserve is that part of a mineral deposit which
      could be economically and legally extracted or produced at the time of the
      reserve determination.                                                                                                                                                            
| |                 |                                                                                                                                                                                                                                                                                                                                    
| | Mineralization  | Rock containing an undetermined amount of minerals or
      metals.                                                                                                                                                                                                                                                                
| |                 |                                                                                                                                                                                                                                                                                                                                    
| | Oxide           | Mineralized rock in which some of the original minerals,
      usually sulphide, have been oxidized. Oxidation tends to make the mineral
      more porous and permits a more complete permeation of cyanide solutions so
      that minute particles of gold in the interior of the minerals will be more
      readily dissolved.

Foreign Currency and Exchange Rates

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

---

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING FEBRUARY 29, 2008
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q.

Overview

We were incorporated in the State of Wyoming on October 19,
2006 as Sierra Ventures, Inc. and established a fiscal year end of May 31. Our
statutory registered agent's office is located at 1620 Central Avenue, Suite
202, Cheyenne, Wyoming 82001 and our business office is located at 1685 H
Street, No. 155, Blaine, Washington 98230. Our telephone number is (888)
755-9766. There have been no material reclassifications, mergers, consolidations
or purchases or sales of any significant amount of assets not in the ordinary
course of business since the date of incorporation. We are a start-up,
exploration stage company engaged in the search for gold and related minerals.
There is no assurance that a commercially viable mineral deposit, a reserve,
exists in our claim or can be shown to exist until sufficient and appropriate
exploration is done and a comprehensive evaluation of such work concludes
economic and legal feasibility.

On March 22, 2007, we optioned a 25 percent interest in a gold
exploration and mining property referred to as the Zhangjiafan Mining Property
in north-western 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, China, the beneficial owner of the property, an
arms-length Chinese corporation, to acquire an interest in the property by
making certain expenditures and carrying out certain exploration work.

---

4

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

| | a) | Sierra, or its permitted assigns, contributing
      exploration expenditures on the property of a minimum of US $20,000 on or
      before May 31, 2008;                                                                                                                 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | Sierra, or its permitted assigns, contributing
      exploration expenditures on the property of a further US $40,000 for
      aggregate minimum contributed exploration expenses of US $60,000 on or
      before May 31, 2009;                                         
| | c) | Sierra shall allot and issue 1,000,000 shares in the
      capital of Sierra to Jiujiang upon completion of a phase I exploration
      program as recommended by a competent geologist;                                                                                  
| | d) | Upon exercise of the option agreement, Sierra will pay to
      Jiujiang USD 25,000 per annum as pre-payment of the net smelter return.,
      effective May 31, 2010.                                                                                                    
| | e) | Sierra will pay to Jiujiang an annual royalty equal to
      three percent (3%) of Net Smelter Returns; and                                                                                                                                                               
| | f) | Sierra has the right to acquire an additional 26% of the
      right, title and interest in and to the Property by the payment of US
      $25,000 and by incurring an additional US $100,000 in exploration
      expenditures on the Property on or before May 31,
2010.

The Zhangjiafan gold property is located in Sizhou District,
Jiangxi Province, Peoples Republic of China, 13 kilometres northwest of Dexing
City which is approximately 8 hours by aircraft and ground transportation west
from Shanghai.

To date we have not performed any work on the claims nor have
we spent any money on research and development activities. Information about the
claims was presented to Mr. Jackson for review without any contractual
obligations.

The claims are unencumbered and there are no competitive
conditions which affect the claims. Further, there is no insurance covering the
claims. We believe that no insurance is necessary since the claims are
unimproved and contain no buildings or improvements. There are no parks or
developments that would interfere with exploration for or exploitation of any
mineral deposits that might be located on the site. There are no disputes as to
title or liens registered on the claim.

Gao Fenglin, Senior Engineer, Jiangxi Geological Engineering
Group Company, Jiujiang Branch, authored the Report of Exploration at the
Zhangjiafan Gold Property dated March 23, 2007 (the Report), in which his
firm recommends a two-phase exploration program to properly evaluate the
potential of the property. Gao Fenglin, graduated from Gan-Zhou Geosciences
Institute, with the approximate educational equivalency of a U.S. designated
geological engineer. He has practiced his profession as an exploration geologist
for more than 20 years. We must conduct exploration to determine if gold exists
on the property and if any gold which is found can be economically extracted and
profitably processed.

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
they 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
Jiujiang in the situations described, there is a question as to whether that
recourse would have specific value.

The Corporations SB-2 registration statement whereby we are
attempting to raise $50,000 as a minimum and a maximum of $100,000 through an
initial public offering at a price of $0.05 per share was filed with the
Securities & Exchange Commission on October 11, 2007 and became effective on
December 24, 2007. We are currently engaged in selling the shares under the
offering and anticipate closing on or before April 30, 2008.

---

5

Our Proposed Exploration Program  Plan of Operation

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

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

We anticipate that our portion of phase I of the recommended
geological exploration program will cost $30,000 of a total $120,000 planned
expenditure with the balance being funded by Jiujiang based on the report which
is a reflection of local costs for the specified type of operation.

It is our intention to retain the services of the Jiujiang
Geological Engineering Group Company and Mr. Gao prior to commencement of work
on the property to complete the first phase of the work program in 2008,
predicated on completion of our SB-2 offering. We will assess the results of the
program upon receipt of the report. The cost estimates for this and other phases
of the work program are based on the reports recommendations and reflect local
costs for this type of work.

Phase I Exploration Program

We must conduct exploration to determine if gold exists on the
property and if any which is found can be economically extracted and profitably
processed. Initially, we will run a grid over the entire property and review
maps of the results of any past reported geological and geochemical programs
correlating all past information to our grid; then we will complete a geological
survey to evaluate certain specific targets previously identified.

Over the next ten months we intend to complete the first phase
of the exploration plan on our optioned property. To date we have not performed
any work on the property. If our initial exploration efforts are favourable, we
intend to proceed with longer term exploration of the property.

Phase 1 will begin by establishing a base line grid with
25-meter stations and cross lines run every 50 meters for 100 meters each side
of the baseline. We will then relate previous ground and airborne
electromagnetic surveys over the grid. Samples taken from various locations will
be tested for traces of gold, silver, lead, copper, zinc, iron and other metals;
however, our primary focus is the search for gold. We will then compare relative
concentrations of gold, silver, lead and other indicator metals in samples so
the results from different samples can be compared in a more precise manner and
plotted on a map to evaluate their significance.

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

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

---

6

Employees

Initially, we intend to use the services of subcontractors for
manual labour exploration work on our claims and an engineer or geologist to
manage the exploration program. Our only employee will be Ian Jackson our senior
officer and director.

At present, we have no employees, other than Mr. Jackson; he
does not have an employment agreement with us. 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.

We intend to hire geologists, engineers and excavation
subcontractors on an as needed basis. We have not entered into negotiations or
contracts with any of them although it is our intention to retain Mr. Middleton
as senior geological consultant. We do not intend to initiate negotiations or
hire anyone until we receive proceeds from our offering.

Offices

Our offices are located at 1685 H Street, No. 155, Blaine,
Washington 98230. Currently, these facilities are provided to us by Ian Jackson,
a director and our President, without charge, but such arrangement may be
cancelled at anytime without notice. As our business activities continue, we
anticipate that we will be required to pay a pro rata share of the rent incurred
for the facilities that we occupy. Specific direct expenses incurred such as
telephone and secretarial services are charged back to Sierra at cost on a
quarterly basis.

Risks

At present we do not know whether or not 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 claim may not result in the discovery of commercial quantities of ore.
Problems such as unusual or unexpected formations and other unanticipated
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

Following the completion of our SB-2 registration statement
offering, we will have sufficient financial resources to complete the first
phase of our proposed exploration plan. However, 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 the second or third phases. Should we be unable to
raise additional funding to complete the second and third phases of our
exploration plan, we would have to cease operations.

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 claim into commercial production. Should
we be unable to raise the additional funds required, we would be unable to see
the claim evolve into an operating mine and would have to cease operations.

Results of Operations

Sierra was incorporated on October 19, 2006; comparative
periods for the three months ended February 29, 2008, and October 19, 2006
(inception) through February 29, 2008 are presented in the following discussion.

---

7

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
February 29, 2008 was $15,000 as a result of proceeds received from sales of our
common stock.

The Corporation did not generate any revenues from operations
for the quarter ended February 29, 2008 nor for the six month period ending on
February 29, 2008. To date, we have not generated any revenues from our mineral
exploration business.

REVENUES

REVENUE  Gross revenue for the quarter and the six-month
period ended February 29, 2008 was $0.

COMMON STOCK Net cash provided by financing activities during
the quarter ended February 29, 2008 was $10,000 as proceeds of a loan from a
director and officer and $25,000 received for the period from inception on
October 19, 2006 through to and including February 29, 2008. No options or
warrants were issued to issue shares at a later date in the most recent quarter.

EXPENSES

Expense Item
      For the Third 
        Quarter ended February
      29, 2008
      For the Third 
        Quarter ended February
      28, 2007
      Feb. 11, 2005 
        (Inception) thru
      February 29, 2008Professional fees
    1,000
    $1,000
    7,300Communications
    1,434
    297
    4,600Office
    1,763
    329
    5,357Travel, meals and entertainment
    
    579
    2,352Other costs and services
    
    
    150TOTAL
    $4,197
    $2,205
    $19,759


SUMMARY  Total expenses were $4,197 in the quarter ended
February 28, 2007 and $2,205 for the comparative period last year. For the nine
month periods ended February 29, 2008 and February 28, 2007, the comparative
values were $13,943 and $2,505 respectively. A total of $19,759 in expenses has
been incurred since inception on October 19, 2006 through February 29, 2008. The
costs can be subdivided into the following categories.

PROFESSIONAL FEES: Sierra incurred $1,000 in professional fees
for the quarter ended on February 29, 2008 and $1,000 for the comparative period
last year. For the nine month periods ended February 29, 2008 and February 28,
2007, the comparative values were $4,000 and $1,000 respectively. From inception
to October 19, 2006, we have incurred a total of $7,300 in professional fees
mainly spent on legal and accounting matters. This cost category will have
frequent swings in spending depending on the legal and accounting activities of
the Corporation.

COMPENSATION: No compensation costs were incurred for the
quarter or for the nine-month period ended February 29, 2008 and no direct
compensation costs have been incurred since inception.

COMMUNICATIONS EXPENSES: $1,434 in communications costs were
incurred in the most recent quarter which ended on February 29, 2008 while $297
was incurred for the comparative period last year. For the nine month periods
ended February 29, 2008 and February 28, 2007, the comparative values were
$4,007 and $297 respectively. For the period October 19, 2006 (inception)
through February 29, 2008 a total of $4,6-- has been spent on communication
costs related to establishing our business.

OFFICE EXPENSES: $1,763 in office costs were incurred in the
  most recent quarter which ended on February 29, 2008 while $329 was incurred
  during the comparative period last year. For the nine month periods ended February
  29, 2008 and February 28, 2007, the comparative values were $4,691 and $629
  respectively. For the period October 19, 2006 (inception) through February 29,
  2008 a total of $5,357 has been spent on office related expenses.

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8

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $0 in travel,
entertainment and meal costs were incurred in the most recent quarter which
ended on February 29, 2008 and $579 was incurred for the comparative period last
year. For the nine month periods ended February 29, 2008 and February 28, 2007,
the comparative values were $1,195 and $579 respectively. For the period October
19, 2006 (inception) through February 29, 2008 a total of $2,352 has been spent
on travel entertainment and meal expenses.

CONTRIBUTED EXPENSES: $0 in contributed expenses (for
contributed administrative costs) were incurred for the quarter ended February
29, 2008 and $0 was incurred for the comparative period last year. For the nine
month periods ended February 29, 2008 and February 28, 2007, the comparative
values were $50 and $0 respectively while a total of $150 was incurred in the
period from inception on October 19, 2006 to February 29, 2008. All contributed
expenses are reported as contributed costs with a corresponding credit to
additional paid-in capital.

OTHER GENERAL AND ADMINISTRATIVE COSTS: No other costs were
incurred in the current quarter under review or during the comparative period
last year. For the period October 19, 2006 (inception) through February 29,
2008, Sierra has spent a total of $0 on other or miscellaneous expenses or
services

NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended on February 29, 2008, $15,832 in net cash was used and for the nine
month period ended February 29, 2008 a total of $1,505 in net cash was used. A
total of $18,550 in net cash has been used for the period from Inception on
October 19, 2006 to February 29, 2008.

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

During the current quarter under review, Sierra did not sell
any shares of its common stock. As of the date of this report Sierra has
6,900,000 common shares issued and outstanding.

Sierra continues to carefully control its expenses and overall
costs as it moves forward with the development of its business plan. 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

Sierra believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2007 with available cash on hand and the
proceeds of our SB-2 offering which is expected to raise between $50,000 and
$100,000. As of February 29, 2008, we had a deficit of $4,500 in unallocated
working capital.

For the balance of the current fiscal year to May 31, 2008 we
will concentrate our efforts on completing our initial public offering and
commencing the phase I work program on our optioned mineral property. Following
industry trends and demands, we are also considering the acquisition of other
properties of merit. In either situation, a new public offering might be needed
and completed during a subsequent period.

If it turns out that we have not raised enough money to
complete our secondary exploration program through phase II, we will try to
raise the funds from a second 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 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.

We do not expect any changes or more hiring of employees since
contracts are given on an as needed basis to consultants and sub-contractor
specialists in specific fields of expertise for the exploration works.

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9

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 2007  2008. Management projects that
we may require a total of $100,000 to $160,000 to fund our ongoing operating
expenses and working capital requirements for the next twelve months, broken
down as follows:

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


As at February 29, 2008, we had a working capital deficit of
$4,500. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our revenues.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2007, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further financing. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of 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 our continued operations. We are pursuing various financing
alternatives to meet our 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 can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will not be able to meet our other obligations as they come due.

Liquidity and Capital Resources

As of end of the last quarter on February 29, 2008, we have yet
to generate any revenues from our business operations.

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 from inception on October 19, 2006 to February 29, 2008 was
$25,000 as a result of gross proceeds received from sales of our common stock
(less offering costs - $15,000) and loans from a directors and officer
($10,000). 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 S / 504D offering in November, 2006
for cash consideration of $9,000 to a total of 4 placees.

As of February 29, 2008, our total assets which consist
entirely of cash and prepaid expenses amounted to $6,450 and our total
liabilities were $11,000. Working capital stood at negative $4,500.

For the quarter ended February 29, 2008, the net loss was $4,197
  ($0.0006 per share). The loss per share was based on a weighted average of 6,900,000
  common shares outstanding. The net loss from Inception to February 29, 2008
  is $19,759.

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10

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
  February 29, 2008. Inflation is moderately higher than it was during 2006 and
  2007 but the actual rate of inflation is not material and is not considered
  a factor in our contemplated capital expenditure program.

Item 3. Controls and Procedures

A. Disclosure

Our principal executive and financial officer has, as of the
date of this report, evaluated the effectiveness of our disclosure controls and
procedures and has concluded that our procedures and controls are effective.
There have been no changes in the our internal controls or in other factors that
could affect these controls, including any corrective actions with regard to
deficiencies and material weaknesses.

B. Internal Control over Financial Reporting

Our certifying officers (principal executive and financial
officer)are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14). Our Chief
Executive Officer and Chief Financial Officer have:

| | a) | designed a framework to evaluate the effectiveness of our
      internal control over our financial reporting as required by paragraph (c)
      of Rule 13a-15 or Rule 15d-15 through the use of ongoing review and checks
      and balances for all transactions and decisions; we have designed
      disclosure controls and procedures to ensure that material information
      relating to our affairs, including our consolidated subsidiaries, is made
      known to us by others within those entities, particularly during the
      period in which this quarterly report is being prepared;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the effectiveness of our disclosure controls
      and procedures as of the filing date of this quarterly report (the
      "Evaluation Date"); and                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c) | presented in this quarterly report our conclusions about
      the effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date; and                                                                                                                                                                                                                                                                                                                                                                                                                   

There have been no changes in the our internal controls or in
  other factors that could affect these controls including any corrective actions
  with regard to deficiencies and material weaknesses.

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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation is and has not been party to any legal
proceedings in the preceeding quarter.

Item 2. Changes in Securities

Sierra had 6,900,000 shares of common stock issued and
outstanding as of April 15, 2008. Of these shares, approximately 6,000,000
shares are held by an affiliate of the Corporation; some of those shares can be
resold in compliance with the limitations of Rule 144 as adopted by the
Securities Act of 1933, as amended (the Securities Act).

The issuances discussed under this section are exempted from
registration under Rule 903 of Regulation S or Rule 504D or Section 4(2) of the
Securities Act, as provided. All purchasers of our securities acquired the
shares for investment purposes only and all stock certificates reflect the
appropriate legends as appropriate. No underwriters were involved in connection
with the sale of securities referred to in this report.

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

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

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11

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
October 19, 2006 to February 29, 2008 was $25,000 as a result of proceeds
received from sales of our common stock ($15,000) and a loan from an officer and
director ($10,000). During that same period, the following table indicates how
the proceeds have been spent to date:

Professional Fees
    7,300Communications
      Expenses
    4,600Office Expenses
    5,357Travel,
      Entertainment and Meals
    2,352Other Costs and
      Services
    150Total Use of Proceeds to February 28, 2007
    $19,759


Common Stock

During the three month period ended February 29, 2008, no
shares of common stock were issued. As of February 29, 2008 and April 15, 2008
there were 6,900,000 shares issued and outstanding.

Options

No options were granted during the three-month period ending
February 29, 2008.

Code of Ethics

The Board of Directors on March 22, 2007 adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. A copy of the Code of Business Conduct
and Ethics is available upon written request by any person without charge. To
obtain a copy, an interested party should contact our offices by telephone at
(888) 755-9766 or write to 1685 H Street, No. 155, Blaine, Washington 98230

Web Site

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

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended February 29,
2008: NONE

Exhibits

|31.1 | Certification of Chief Executive
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|31.2 | Certification of Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.
|     |                                                                                                                                                                   
|32.1 | Certification of Chief Executive
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002.
|     |                                                                                                                                                                   
|32.2 | Certification of Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002.



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12

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: June 17 , 2008

BY: /s/     
Ian Jackson

Ian Jackson, President, Chief
Executive Officer, Principal Executive Officer,
                             
Secretary, Treasurer, Chief Financial Officer, Principal
Financial                              
Officer and a Member of the Board of Directors

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