---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q /A

This Form 10-Q is amended to correct dates of period endings throughout  the financial statements and notes attached hereto. This quarterly report on Form 10-Q/A is being filed to  amend our quarterly report on Form 10-Q for the quarter ended November 30, 2008  which was filed with the SEC on January 13, 2009 wherein certain period ending  dates on the financial statements were incorrectly shown as 2006 when they  should have been 2007 and 2007 where they should have been 2008. Accordingly,  pursuant to rule 12b-15 under the Securities Exchange Act of 1934, as amended,  this Form 10-Q/A contains the 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. We have not updated the information contained herein for events  occurring subsequent to January 13, 2009, 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 NOVEMBER 30,
  2008

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

For the transition period from _______ to _______

Commission file number: 000-53284

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 No.)
|organization)                                    |                                     
|                                                 |                                     
|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 [ x ] | 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 net of 2,000,000 shares that are subject to rescissionas
of January 09, 2009.

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

---

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

|SIERRA VENTURES, INC.                          
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|BALANCE SHEETS                                 
|NOVEMBER 30, 2008                              
|(With comparative figures at November 30, 2007)

|                                                              |   | Unaudited    |   |   | Unaudited    |   |   | Restated           |  
|------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------ | -
|                                                              |   | November 30, |   |   | November 30, |   |   | Audited            |  
|                                                              |   | 2008         |   |   | 2007         |   |   | May
      31, 2008 |  
|                                                              |   |              |   |   |              |   |   |                    |  
|ASSETS                                                        |   |              |   |   |              |   |   |                    |  
|                                                              |   |              |   |   |              |   |   |                    |  
|CURRENT ASSETS                                                |   |              |   |   |              |   |   |                    |  
|Cash                                                          | $ | 35,524       |   | $ | 1,654        |   | $ | $ 67,116           |  
|Prepaid expenses                                              |   | 57           |   |   |              |   |   |                    |  
|TOTAL ASSETS                                                  |   | 35,581       |   |   | 1,654        |   |   | 67,116             |  
|                                                              |   |              |   |   |              |   |   |                    |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                |   |              |   |   |              |   |   |                    |  
|                                                              |   |              |   |   |              |   |   |                    |  
|CURRENT LIABILITIES                                           |   |              |   |   |              |   |   |                    |  
|Accounts payable and accrued
      liabilities                |   | 2,300        |   |   | 2,000        |   |   | 4,034              |  
|Shareholder advances                                          |   | 0            |   |   | 0            |   |   | 10,000             |  
|                                                              |   |              |   |   |              |   |   |                    |  
|Total  Liabilities                                            |   | 2,300        |   |   | 2,000        |   |   | 14,034             |  
|                                                              |   |              |   |   |              |   |   |                    |  
|Common Stock subject
      to rescission (Note 5)             |   | 100,000      |   |   | -            |   |   | 100,000            |  
|                                                              |   |              |   |   |              |   |   |                    |  
|                                                              |   |              |   |   |              |   |   |                    |  
|STOCKHOLDERS EQUITY (DEFICIT )                               |   |              |   |   |              |   |   |                    |  
|Common stock - 500,000,000
      shares authorized, par value |   |              |   |   |              |   |   |                    |  
|$0.001, 6,900,000 shares issued and outstanding
      net of  |   |              |   |   |              |   |   |                    |  
|2,000,000 shares subject
      to rescission                  |   | 6,900        |   |   | 6,900        |   |   | 6,900              |  
|Additional paid-in capital                                    |   | 8,250        |   |   | 8,250        |   |   | 8 250              |  
|Other Comprehensive Loss                                      |   | 59           |   |   | 66           |   |   | 59                 |  
|                                                              |   |              |   |   |              |   |   |                    |  
|Deficit accumulated during the exploration
      stage        |   | (81,928      | ) |   | (15,562      | ) |   | (62,127            | )
|                                                              |   |              |   |   |              |   |   |                    |  
|Total stockholders equity (deficit)                          |   | (66,719      | ) |   | (346         | ) |   | (46,918            | )
|                                                              |   |              |   |   |              |   |   |                    |  
|Total Liabilities and Stockholders Equity                    | $ | 35,581       |   | $ | $1,654       |   | $ | 67,116             |  

The accompanying notes are an integral part of these financial
  statements

---

|SIERRA VENTURES, INC.                                                              
|-----------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                     
|                                                                                   
|STATEMENTS OF OPERATIONS                                                           
|FOR THE QUARTER and SIX MONTH PERIOD ENDED NOVEMBER 30,
      2008                 
|(With comparative figures for the period ended November
      30, 2007) (Unaudited)

|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   | Cumulative  |  
|------------------------------------------- | - | --------- | - | - | --------- | - | - | ---------- | - | - | ---------- | - | - | ----------- | -
|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   | results of  |  
|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   | operations  |  
|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   | October 19, |  
|                                            |   | Three     |   |   | Three     |   |   |            |   |   |            |   |   | 2006        |  
|                                            |   | Months    |   |   | Months    |   |   | Six Months |   |   | Six Months |   |   | (inception) |  
|                                            |   | Ended     |   |   | Ended     |   |   | Ended      |   |   | Ended      |   |   | to          |  
|                                            |   | November  |   |   | November  |   |   | November   |   |   | November   |   |   | November    |  
|                                            |   | 30, 2008  |   |   | 30, 2007  |   |   | 30, 2008   |   |   | 30, 2007   |   |   | 30, 2008    |  
|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|EXPENSES                                    |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|Professional fees                           | $ | 1,337     |   | $ | 1,000     |   | $ | 3,637      |   | $ | 3,000      |   | $ | 11,936      |  
|Communications                              |   | 2,513     |   |   | 2,573     |   |   | 4,593      |   |   | 2,573      |   |   | 13,340      |  
|Office                                      |   | 1,873     |   |   | 2,815     |   |   | 4,580      |   |   | 2,928      |   |   | 14,941      |  
|Travel, entertainment & public relations    |   | 150       |   |   | -         |   |   | 2,992      |   |   | 1,195      |   |   | 7,561       |  
|Exploration of resource property            |   | -         |   |   | -         |   |   | -          |   |   | -          |   |   | 30,000      |  
|Transfer agent                              |   | -         |   |   | -         |   |   | 4,000      |   |   | -          |   |   | 4,000       |  
|Contributed administrative support (note 2) |   | -         |   |   | -         |   |   | -          |   |   | 50         |   |   | 150         |  
|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|Total expenses                              |   | 5,873     |   |   | 6,388     |   |   | 19,802     |   |   | 9,746      |   |   | 81,928      |  
|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|NET LOSS FOR THE PERIOD                     |   | (5,873    | ) |   | (6,388    | ) |   | (19,802    | ) |   | (9,746     | ) |   | (81,928     | )
|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|BASIC AND DILUTED LOSS PER                  |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|COMMON SHARE                                | $ | (0.00     | ) | $ | (0.00     | ) | $ | (0.00      | ) | $ | (0.00      | ) |   |             |  
|                                            |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|WEIGHTED AVERAGE NUMBER OF                  |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|BASIC AND DILUTED COMMON                    |   |           |   |   |           |   |   |            |   |   |            |   |   |             |  
|SHARES
      OUTSTANDING                    |   | 6,900,000 |   |   | 6,900,000 |   |   | 6,900,000  |   |   | 6,900,000  |   |   |             |  

The accompanying notes are an integral part of these financial
  statements

---

|SIERRA VENTURES, INC.                                                
|---------------------------------------------------------------------
|(An Exploration Stage Company)                                       
|                                                                     
|INTERIM STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)                  
|Cumulative from inception October 19, 2006 to November
      30, 2008
|(Unaudited)                                                          

|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   | Deficit     |   |   |         |  
|------------------------------------- |  | ------------ |  | - | ------- |  | - | ------------- |  | - | ----------- | - | - | ----------- | - | - | ------- | -
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   | Accumulated |   |   |         |  
|                                      |  |              |  |   |         |  |   | Additional    |  |   | Other       |   |   | During the  |   |   |         |  
|                                      |  | (Note 4 )    |  |   | Paid-in |  |   | Comprehensive |  |   | Exploration |   |   |             |  
|                                      |  | Common Stock |  |   | Capital |  |   | Loss          |  |   | Stage       |   |   | Total       |  
|                                      |  | Number of    |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|                                      |  | shares o/s   |  |   | Amount  |  |   |               |  |   |             |   |   |             |   |   |         |  
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Common Shares issued for cash         |  | 6,900,000    |  | $ | 6,900   |  | $ | 8,100         |  | $ | -           |   | $ | -           |   |   | 15,000  |  
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Currency Exchange Loss                |  | -            |  |   | -       |  |   | -             |  |   | (2          | ) |   | -           |   |   | (2      | )
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Contributed Administrative Support &  |  | -            |  |   | -       |  |   | 100           |  |   | -           |   |   | -           |   |   | 100     |  
|other services rendered by officers   |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Net loss for the year ended           |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|May 31, 2007                          |  | -            |  |   | -       |  |   |               |  |   | -           |   |   | (5,816      | ) |   | (5,816  | )
|Balance, Year End,
      May 31, 2007 |  | 6,900,000    |  |   | 6,900   |  |   | 8,200         |  |   | (2          | ) |   | (5,816      | ) |   | 9,282   |  
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Common shares issued for cash         |  | -            |  |   | -       |  |   | -             |  |   | -           |   |   | -           |   |   | -       |  
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Contributed Administrative Support &  |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|other services rendered by officers   |  | -            |  |   | -       |  |   | 50            |  |   | -           |   |   | -           |   |   | 50      |  
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Currency exchange gain                |  | -            |  |   | -       |  |   | -             |  |   | 61          |   |   | -           |   |   | 61      |  
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Net loss for the year ended           |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|May
      31, 2008                    |  | -            |  |   | -       |  |   | -             |  |   | -           |   |   | (56,311     | ) |   | (56,311 | )
|Balance, May 31, 2008                 |  | 6,900,000    |  |   | 6,900   |  |   | 8,250         |  |   | 59          |   |   | (62,127     | ) |   | (46,918 | )
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Net loss for the six month period     |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|ended November 30,
      2008         |  | -            |  |   | -       |  |   | -             |  |   | -           |   |   | (19,802     | ) |   | (19,802 | )
|                                      |  |              |  |   |         |  |   |               |  |   |             |   |   |             |   |   |         |  
|Balance, November
      30, 2008      |  | 6,900,000    |  | $ | 6,900   |  | $ | 8,250         |  | $ | 59          |   | $ | (81,928     | ) | $ | (66,719 | )

The accompanying notes are an integral part of these financial
  statements

---

|SIERRA VENTURES, INC.                                                  
|-----------------------------------------------------------------------
|(An Exploration Stage Company)                                         
|                                                                       
|STATEMENTS OF CASH FLOWS                                               
|FOR THE QUARTER ENDED NOVEMBER 30, 2008                                
|(With comparative figures for the period ended November
      30, 2007)
|Unaudited                                                              

|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   | Cumulative     |  
|--------------------------------------------------------- | - | ------------ | - | - | ------------ | - |  | ---------- | - | - | ---------- | - | - | -------------- | -
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   | results of     |  
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   | operations     |  
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   | from October   |  
|                                                          |   | Three Months |   |   | Three Months |   |  | Six Months |   |   | Six Months |   |   | 19, 2006       |  
|                                                          |   | Ended        |   |   | Ended        |   |  | Ended      |   |   | Ended      |   |   | (inception) to |  
|                                                          |   | November     |   |   | November     |   |  | November   |   |   | November   |   |   | November       |  
|                                                          |   | 30, 2008     |   |   | 30, 2007     |   |  | 30, 2008   |   |   | 30, 2007   |   |   | 30, 2008       |  
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES                      |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|Net loss for the period                                   | $ | (5,873       | ) | $ | (300         | ) |  | (19,802    | ) |   | (9,746     | ) | $ | (81,928        | )
|Adjustments to reconcile net loss
      to net cash       |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|provided by operating activities                          |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|- contributed services
      by an officer (note 2)       |   | -            |   |   | -            |   |  | -          |   |   | 50         |   |   | 150            |  
|- other comprehensive loss                                |   | -            |   |   | -            |   |  | -          |   |   | 68         |   |   | 59             |  
|Changes in operating assets and
      liabilities         |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|Increase (decrease) in accounts
      payable and accrued |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|liabilities                                               |   | (4,135       | ) |   | -            |   |  | (11,734    | ) |   | (1,000     | ) |   | 2,300          |  
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|NET CASH PROVIDED IN OPERATING                            |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|ACTIVITIES                                                |   | (10,008      | ) |   | (300         | ) |  | (31,535    | ) |   | (10,628    | ) |   | (79,419        | )
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                      |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|Proceeds from issuance of common
      stock              |   | -            |   |   | 15,000       |   |  | -          |   |   | -          |   |   | 15,000         |  
|Proceeds from issuance of common stock subject
      to   |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|rescission                                                |   | -            |   |   | -            |   |  | -          |   |   | -          |   |   | 100,000        |  
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|NET CASH PROVIDED BY FINANCING                            |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|ACTIVITIES                                                |   | (10,008      | ) |   | -            |   |  | (31,535    | ) |   | -          |   |   | 115,000        |  
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|NET INCREASE (DECREASE) IN CASH                           |   | (10,008      | ) |   | -            |   |  | (31,535    | ) |   | (10,628    | ) |   | 35,581         |  
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|CASH, BEGINNING
      OF PERIOD                           |   | 45,588       |   |   | -            |   |  | 67,116     |   |   | 12,282     |   |   | -              |  
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|CASH, END OF PERIOD                                       | $ | 35,580       |   | $ | -            |   |  | 35,581     |   | $ | 1,654      |   | $ | 35,581         |  
|                                                          |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|Non-cash financing activities                             |   |              |   |   |              |   |  |            |   |   |            |   |   |                |  
|Paid in capital
      from contributed services           |   | -            |   |   | 50           |   |  | -          |   |   | 50         |   |   | 150            |  

The accompanying notes are an integral part of these financial
  statements

---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  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 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 November 30,
  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, 2008 as filed in its Form S-1 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, 2008
  and for the period October 19, 2006 (inception) through November 30, 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 $81,928 for the period from October
  19, 2006 (inception) through November 30, 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.

---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  Unaudited 

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.

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.

---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  Unaudited 

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

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

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

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

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.

---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  Unaudited 

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.

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 November 30, 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.

---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  Unaudited 

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
  November 30, 2008. As of November 30, 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.

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 November 30, 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.



---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  Unaudited 

Recently issued accounting pronouncements

In December 2007, the FASB issued SFAS No. 141  (Revised 2007), *“Business Combinations”.*The objective of this statement  will significantly change the accounting for business combinations. Under  Statement 141R, 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. Statement 141 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, 2008. The Company does not expect the adoption of SFAS No. 141R to have a  material impact on the consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, *“Non-controlling  Interests in Consolidated Financial Statements-An Amendment of ARB No.  51".*The objective of this statement is to establish new accounting and reporting standards for the  Non-controlling interest in a subsidiary and for the deconsolidation of a  subsidiary.. Statement 160 is effective for fiscal years, and interim periods  within those fiscal years, beginning on or after December 15, 2008. The Company  does not expect the adoption of SFAS No. 160 to have a material impact on the  consolidated financial statements.

In March 2008, the FASB issued Statement of  Financial Accounting Standards (“SFAS”) No. 161, *Disclosures about  Derivative Instruments and Hedging Activities, an amendment of FASB Statement  No. 133,*which requires additional disclosures about the objectives of the  derivative instruments and hedging activities, the method of accounting for  such instruments under SFAS No. 133 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 SFAS No. 161 to have a material impact on the  consolidated financial statements.

In May 2008, FASB issued  SFASB No.162, “The Hierarchy of Generally Accepted Accounting Principles”. The  pronouncement mandates the GAAP hierarchy reside in the accounting literature  as opposed to the audit literature. This has the practical impact of elevating  FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This  pronouncement will become effective 60 days following SEC approval. The Company  does not believe this pronouncement will impact its financial statements.

In May 2008, FASB issued SFASB No. 163,  “Accounting for Financial Guarantee Insurance Contracts-an interpretation of  FASB Statement No. 60”. The scope of the statement is limited to financial  guarantee insurance (and reinsurance) contracts. The pronouncement is effective  for fiscal years beginning after December 31, 2008. The Company does not  believe this pronouncement will impact its financial statements.



---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  Unaudited 

Note 4  Common stock transactions

Activity for the period October 19, 2006 (date of inception)
  to May 31, 2007

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 30, 2006.

Activity for the period June 01, 2007 to May 31, 2008

During April and May, 2008, the Company received $100,000
  for 2,000,000 shares of the Companys common stock subscribed for at a
  price of $0.05 per share through its SB-2 registration statement dated October
  11, 2007.

Note 5  Common Stock Subject to Rescission

During April and May, 2008, the Company received $100,000
  in share subscriptions for 2,000,000 common shares at a price of $0.05 per
  share subscribed for under the Companys SB-2. In addition, between December,
  2007 and May, 2008, the selling shareholders as indicated in the SB-2 offering
  sold 900,000 shares to a total of five new shareholders. All of the 2,900,000
  shares issued or resold were sold prior to the declaration of an effective date
  for the Companys SB-2 registration statement filed on October 11, 2007
  under the mistaken assumption that the registration statement had become effective
  through the passage of time. All of the subscribers have been informed of this
  situation.

---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  Unaudited 

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

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

In November, 2008, under an S-1 rescission offering registration
  statement 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.

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, 2008, an additional $40,000 for aggregate minimum exploration  expenses of $60,000 on or before May 31, 2009.   The Company is in compliance with the term of the Agreement as of  November 30, 2008.  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.



---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  Unaudited 

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, 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 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. 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.



---

|SIERRA VENTURES, INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|Notes to Financial Statements 
|November 30, 2008  Unaudited 

Note 8  Related party transactions

Officers contributed administrative services to the Company
  for most periods to November 30, 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 is not interest bearing
  and was repaid in the preceding quarter.

---

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
(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 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 construction
      of all related facilities. The development of a mineral deposit can
      onlybe made after a commercially viable mineral deposit, a reserve,
      has been appropriately evaluated as economically and legally feasible. 
|------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                                                                                                   
|Diamond drill | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.
|              |                                                                                                                                                                                                                                                                                                                                                                   
|Exploration   | Prospecting, trenching, mapping, sampling, geochemistry,
      geophysics, diamond drilling and other work involved in searching for
      mineral bodies.                                                                                                                                                                                                        
|              |                                                                                                                                                                                                                                                                                                                                                                   
|Geochemistry  | Broadly defined as all parts of geology that involve
      chemical changes or narrowly defined as the distribution of the elements
      in the earths crust; the distribution and                                                                                                                                                                              

---

3

|                | migration of the individual elements in the various parts
      of the earth.                                                                                                                                                                                                                                                      
|--------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                    
|Geology         | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                   
|                |                                                                                                                                                                                                                                                                                                                                    
|Geophysics      | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                          
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineral         | A naturally occurring inorganic element or compound
      having an orderly internal structure, characteristic chemical composition,
      crystal form 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 or Renminbi (RMB). For purposes of
      consistency and to express United States Dollars throughout this report,
      Chinese currency has been converted into United States currency at the
      rate of US $1.00 being approximately equal to RMB 7.50 or RMB 1.00 being
      approximately equal to US $0.133 which is the approximate average exchange
      rate during recent months and which is consistent with the incorporated
      financial statements.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING NOVEMBER 30, 2008
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS 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
located in Jiangxi Province, Peoples Republic of 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, an arms-length Chinese corporation, 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

---

4

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

Gao Fenglin, Senior Engineer, Jiangxi Geological Engineering
Group Company, Jiujiang Branch, authored the Report of Exploration at the
Zhangjiafan Gold Property dated March 23, 2007 (the Report), in which his
firm recommends a two-phase exploration program to properly evaluate the
potential of the property. Gao Fenglin graduated from 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.

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.

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

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 eight months we intend to complete the first
phase of the exploration plan. If our initial exploration efforts are favourable
we intend to proceed with longer term exploration.

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

Although it may appear that phase II merely continues phase I,
such is not entirely the case. The work is phased in such a manner as to allow
decision points to ensure that future work has a value and will provide better
or additional information as to the viability of the claims. By utilizing a
multi-phase work program,

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5

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.

Employees

Initially, we intend to use the services of subcontractors for
manual labour exploration work 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 Gao Fenglin 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 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 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.

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.

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.

Results of Operations

Sierra was incorporated on October 19, 2006; comparative
periods for the three and six months ended November 30, 2008, November 30, 2007
and October 19, 2006 (inception) through November 30, 2008 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, 2008 was $125,000 ($115,000 as a result of proceeds received from
sales of our common stock and $10,000 as an advance from a related party).

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6

The Corporation did not generate any revenues from operations
for the quarter ended November 30, 2008 nor for the similar quarter in 2007. To
date, we have not generated any revenues from our exploration business.

REVENUES

REVENUE  Gross revenue for the current quarter and the quarter
ended November 30, 2007 was $0. To date, we have not generated any revenues.

COMMON STOCK  Net cash provided by financing activities during
the quarter and six months ended November 30, 2008 was $0 (nil) as compared to
$0 (nil) received for the quarter and six months ended November 30, 2007 and
$115,000 received for the period from inception on April 11, 2006 through to and
including November 30, 2008. No options or warrants were issued to issue shares
at a later date in the most recent quarter. During the preceding quarter we
repaid a $10,000 advance to a related party.

During April and May, 2008, the Company received $100,000 in
share subscriptions for 2,000,000 common shares at a price of $0.05 per share
subscribed for under the Companys SB-2. In addition, between December, 2007 and
May, 2008, the selling shareholders as indicated in the SB-2 offering sold
900,000 shares to a total of five new shareholders. All of the 2,900,000 shares
issued or resold were sold prior to the declaration of an effective date for the
Companys SB-2 registration statement filed on October 11, 2007 under the
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 has made a rescission offering to the
subscribers and the selling shareholders to refund their monies with interest if
so requested under its S-1 Rescission Offering registration statement. These
shares of common stock may be 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.

EXPENSES

Expense Item
    For the Quarter ended November 30,
      2008
    For the Quarter ended November 30,
      2007
    Feb. 11, 2005 (Inception) thru
      November 30, 2008Mineral property
      exploration
    $ 
    $ 
    $30,000Professional fees
    1,337
    1,000
    11,936Communications
    2,513
    2,573
    13,340Office
    1,873
    2,815
    14,941Travel, meals and
      entertainment
    150
    
    7,561Transfer agency
      services
    
    
    4,000Other costs and
      services
    
    
    150TOTAL
    $5,873
    $6,388
    $81,928


SUMMARY  Total expenses were $5,873 in the quarter ended
November 30, 2007 and $6,388 for the comparative period last year. For the six
month periods ended November 30, 2008 and November 30, 2007, the comparative
values were $19,802 and $9,746 respectively. A total of $81,928 in expenses has
been incurred since inception on October 19, 2006 through November 30, 2008
which 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 increased relative to the similar period last
year as we commenced our business plan and filed a registration statement with
the S.E.C. regarding the rescission

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7

offering of shares sold or resold prior to the effective date
of our SB-2 registration statement. These costs can be subdivided into the
following categories:

PROFESSIONAL FEES: Sierra incurred $1,337 in professional fees
for the quarter ended on November 30, 2008 and $1,000 for the comparative period
last year. For the six month periods ended November 30, 2008 and November 30,
2007, the comparative values were $3,637 and $3,000 respectively. From inception
to October 19, 2006, we have incurred $11,936 in professional fees mainly on
legal and accounting matters. This cost category varies depending on legal and
accounting requirements.

COMPENSATION: No compensation costs were incurred for the
quarters or six month periods ended November 30, 2008 or 2007 and no direct
compensation costs have been incurred since inception.

COMMUNICATIONS EXPENSES: $2,513 in communications costs were
incurred in the most recent quarter which ended on November 30, 2008 while
$2,573 was incurred for the comparative period last year. For the six month
periods ended November 30, 2008 and November 30, 2007, the comparative values
were $4,593 and $2,573 respectively. For the period October 19, 2006 (inception)
through November 30, 2008 a total of $13,340 has been spent on communication
costs related to our business. Communications costs rose in the quarter under
review as a result of lengthy and frequent communications with persons,
representatives and corporations in China.

OFFICE EXPENSES: $1,873 in office costs were incurred in the
most recent quarter which ended on November 30, 2008 while $2,815 was incurred
during the comparative period last year. For the six month periods ended
November 30, 2008 and November 30, 2007, the comparative values were $4,580 and
$2,928 respectively. For the period October 19, 2006 (inception) through
November 30, 2008 a total of $14,941 has been spent on office related
expenses.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $150 in travel,
entertainment and meal costs were incurred in the most recent quarter which
ended on November 30, 2008 and $0 (nil) was incurred for the comparative period
last year. For the six month periods ended November 30, 2008 and November 30,
2007, the comparative values were $2,992 and $1,195 respectively. For the period
October 19, 2006 (inception) through November 30, 2008 a total of $7,561 has
been spent on this category.

CONTRIBUTED EXPENSES: $0 in contributed expenses (for
contributed administrative costs) were incurred for the quarters or six month
periods ended November 30, 2008 and 2007. A total of $150 has been incurred from
inception on October 19, 2006 to November 30, 2008. All contributed expenses are
reported as contributed costs with a corresponding credit to additional paid-in
capital.

EXPLORATION OF RESOURCE PROPERTIES: We did not spend anything
on the exploration of our resource properties for the quarters or six month
periods ended November 30, 2008 or 2007. A total of $30,000 has been incurred
from inception on October 19, 2006 to November 30, 2008 for this expense item.
This category will vary depending on our exploration activities and
acquisitions.

TRANSFER AGENT FEES AND RELATED EXPENSES: No fees were paid to
our transfer agent in the quarter or six months under review and no such expense
was incurred for the similar quarter or six month periods in 2007. A total of
$4,000 has been incurred from inception on October 19, 2006 to November 30, 2008
for transfer agent fees and related expenses.

OTHER GENERAL AND ADMINISTRATIVE COSTS: No other costs were
incurred in the current quarter or six month period under review or during the
comparative periods last year. From October 19, 2006 (inception) through
November 30, 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 November 30, 2008, $10,008 in net cash was used and for the
quarter ended November 30, 2007 a total of $300 was used. For the six month
periods ended November 30, 2008 and November 30, 2007, the comparative values
were

---

8

$31,535 and $10,628 respectively. $79,419 in net cash has been
used since inception on October 19, 2006 through November 30, 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 net of 2,000,000 shares of stock
that are subject to rescission.

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

Sierra believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2009 with available cash on hand. As of
November 30, 2008, we had a deficit of $66,719 in unallocated working
capital.

For the balance of the current fiscal year to May 31, 2009 we
will concentrate our efforts on completing the rescission registration statement
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 and projects of merit. In either situation, a new public
offering would be needed and completed during a subsequent period.

If it turns out that we have not raised enough money to
complete a secondary exploration program we will try to raise the funds 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 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 2008  2009. Management projects that
we will require up to $130,000 to fund ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

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


As at November 30, 2008, we had a working capital deficit of
$66,719. 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, 2008, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further financing. Our issuance of additional equity securities could

---

9

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 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 obligations as they come due.

Liquidity and Capital Resources

As of end of the last quarter on November 30, 2008, 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. Net cash provided by financing
activities from inception on October 19, 2006 to November 30, 2008 was $125,000
as a result of gross proceeds received from sales of our common stock of
$115,000 (less offering costs), a $10,000 advance from a related party. Proceeds
of $100,000 from sales of common stock which were sold prior to an effective
date for our SB-2 registration statement are indicated on our balance sheets as
a contingent liability. 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 5 placees.

As of November 30, 2008 our total assets consisting entirely of
cash and prepaid expenses amounted to $35,581 and total liabilities were
$102,300 including $100,000 related to the common stock that is subject to
rescission. Working capital stood at negative $66,719.

For the quarter ended November 30, 2008, the net loss was
$5,873 ($0.00 per share). The loss per share was based on a weighted average of
6,900,000 common shares outstanding net of 2,000,000 shares that are subject to
rescission. The net loss from Inception to November 30, 2008 is $81,928.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
November 30, 2008. Inflation is moderately higher than it was during 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) Evaluation of Disclosure
Controls and Procedures.

We carried out an evaluation, under the
supervision and with the participation of our management, including our
principal executive officer and 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 (defined below)). Based upon that
evaluation, our principal executive officer and 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 Securities Exchange Act of
1934, as amended (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 principal financial officer, does not expect that our
disclosure controls and procedures or our internal controls will prevent all
error 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

---

10

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,
2008, 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

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

Item 2. Changes in Securities

Sierra had 8,900,000 shares of common stock issued and
outstanding as of November 30 and January 09, 2009. 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 issuances discussed under this section are exempted from
registration under 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.

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
October 19, 2006 to November 30, 2008 was $125,000 as a result of proceeds
received from sales of our common stock ($115,000) 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
    11,936Communications
      Expenses
    13,340Office Expenses
    14,941Travel,
      Entertainment and Meals
    7,561Exploration of
      Resource Property
    30,000Transfer Agent
    4,000Other Costs and
      Services
    150Total Use of Proceeds to November 30, 2008
    $81,828


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11

Common Stock

During the quarter ended November 30, 2008, no shares of common
stock were issued. As of November 30, 2008 and January 09, 2009 there were
8,900,000 shares issued and outstanding. See also page 6 Results of Operations
/ Revenue / Common Stock.

During April and May, 2008, the Company received $100,000 in
share subscriptions for 2,000,000 common shares at a price of $0.05 per share
subscribed for under the Companys SB-2. In addition, between December, 2007 and
May, 2008, the selling shareholders as indicated in the SB-2 offering sold
900,000 shares to a total of five new shareholders. All of the 2,900,000 shares
issued or resold were sold prior to the declaration of an effective date for the
Companys SB-2 registration statement filed on October 11, 2007 under the
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 has made a rescission offering to the
subscribers and the selling shareholders to refund their monies with interest if
so requested under its S-1 Rescission Offering registration statement. These
shares of common stock may be 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.

Options

No options were granted during the quarter ended November 30,
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

Sierra 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 November 30,
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: January 14, 2009                                                             
| | -----------------------------------------------------------------------------------
| |                                                                                    
| |                                                                                    
| | BY:                                                                                
| |                                                                                    
| |                                                                                    
| | Ian Jackson, President, Chief
      Executive Officer, Principal Executive Officer,
| |                                                                                    
| |                                                                                    

---