UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (the “Exchange Act”)


For the quarterly period ended August 31, 2010





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





For the transition period from _______ to _______


Commission file number: 333-146675





LUCKY BOY SILVER CORP.


(Exact name of small business issuer in its charter)





Wyoming
26-0665441(State or other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification No.)





5466 Canvasback Rd., Blaine, Washington
98230(Address of principal executive offices)
(Zip Code)





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








(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of  the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes x    No o





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





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





Large accelerated filer
o

Accelerated filer
oNon-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x





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





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





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








PART I – FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS





APPLICABLE ONLY TO CORPORATE ISSUERS:





State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 140,590,000shares of Common Stock as of October 18, 2010















PART I – FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS





TABLE OF CONTENTS






PART I – FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS
2ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
10ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
16ITEM 4T. CONTROLS AND PROCEDURES
16PART II – OTHER INFORMATION
17ITEM 1. LEGAL PROCEEDINGS
17ITEM 1A. RISK FACTORS
17ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
18ITEM 3. DEFAULTS UPON SENIOR SECURITIES
20ITEM 4. [REMOVED AND RESERVED]
20ITEM 5. OTHER INFORMATION
20ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
21SIGNATURES
22














PART I – FINANCIAL INFORMATION
  ITEM 1. FINANCIAL STATEMENTS





LUCKY BOY SIVLER, INC.


(FKA Sierra Ventures, Inc.)


(An Exploration Stage Company)


TABLE OF CONTENTS




PageBalance Sheets – August 31, 2010 and May 31, 2010
2Statements of Operations for the three months ended August 31, 2010 and 2009 and for the period 
October 19, 2006 (Inception) to August 31, 2010
3Statements of Stockholder’s Equity (Deficit) for the period October 19, 2006 (Inception) toAugust 31, 2010
4-5Statements of Cash Flows for the three months ended August 31, 2010 and 2009 and for the period 
October 19, 2006 (Inception) to August 31, 2010
6Notes to Financial Statements
7-9




_______________________________________














LUCKY BOY SIVLER, INC.
 (FKA Sierra Ventures, Inc.)
 (An Exploration Stage Company)
 Balance Sheets


ASSETSAugust 31,

May 31,2010

2010CURRENT ASSETS
(Unaudited)Cash

$
24,157


$
46,393Restricted cash


29,368



43,500Total Current Assets


53,525



89,893OTHER ASSETSDeposits


1,200



1,200Mining claims, net


57,500



57,500Total Other Assets


58,700



58,700TOTAL ASSETS

$
112,225


$
148,593LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses

$
9,694


$
1,080Total Current Liabilities


9,694



1,080STOCKHOLDERS' EQUITYCommon stock, 500,000,000 shares authorizedat par value of $0.001; 140,590,000 and 140,465,000shares issued and outstanding, respectively


140,590



140,465Additional paid-in capital


384,560



334,685Stock subscription payable


-



50,000Other comprehensive loss


59



59Deficit accumulated during the exploration stage


(422,678
)


(377,696
)Total Stockholders' Equity


102,531



147,513TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
112,225


$
148,593




The accompanying notes are an integral part of these financial statements.
 - 2 -
  LUCKY BOY SIVLER, INC.
 (FKA Sierra Ventures, Inc.)
 (An Exploration Stage Company)
 Statements of Operations





From Inceptionon October 19,For the Three Months Ended


2006 ThroughAugust 31,


August 31,2010


2009


2010REVENUES

$
-


$
-


$
-OPERATING EXPENSESProfessional fees


25,697



1,484



226,883Exploration of resource property


14,132



-



49,132Impairment of mining claims


-



-



57,500General and administrative expenses


5,153



1,926



89,163Total Operating Expenses


44,982



3,410



422,678LOSS FROM OPERATIONS


(44,982
)


(3,410
)


(422,678
)PROVISION FOR INCOME TAXES


-



-



-NET LOSS

$
(44,982
)

$
(3,410
)

$
(422,678
)BASIC AND DILUTED LOSS PER SHARE

$
(0.00
)

$
(0.00
)WEIGHTED AVERAGE NUMBEROF SHARES OUTSTANDING


140,470,376



114,102,735





The accompanying notes are an integral part of these financial statements.
 - 3 -
  LUCKY BOY SIVLER, INC.
 (FKA Sierra Ventures, Inc.)
 (An Exploration Stage Company)
 Statements Of Stockholders’ Equity (Deficit)








DeficitAccumulatedAdditional


Stock


Other


During the


TotalCommon Stock

Paid-in


Subscription


Comprehensive


Exploration


Stockholders'Shares


Amount

Capital


Payable


Loss


Stage


Equity/(Deficit)Balance, October 19, 2006

-


$
-

$
-


$
-


$
-


$
-


$
-Common shares issued for cash

103,500,000



103,500


(88,500
)


-



-



-



15,000Currency exchange loss

-



-


-



-



(2
)


-



(2
)Contributed Administrative Support& other services rendered by officers

-



-


100



-



-



-



100Net loss for the year endedMay 31, 2007

-



-


-



-



-



(5,816
)


(5,816
)Balance, May 31, 2007

103,500,000



103,500


(88,400
)


-



(2
)


(5,816
)


9,282Common shares issued for cash

-



-


-



-



-



-



-Contributed Administrative Support& other services rendered by officers

-



-


50



-



-



-



50Currency exchange gain

-



-


-



-



61



-



61Net loss for the year endedMay 31, 2008

-



-


-



-



-



(56,311
)


(56,311
)Balance, May 31, 2008

103,500,000



103,500


(88,350
)


-



59



(62,127
)


(46,918
)


The accompanying notes are an integral part of these financial statements.
 - 4 -
 LUCKY BOY SIVLER, INC.
 (FKA Sierra Ventures, Inc.)
 (An Exploration Stage Company)
 Statements Of Stockholders’ Equity (Deficit)








DeficitAccumulatedAdditional


Stock


Other


During the


TotalCommon Stock


Paid-in


Subscription


Comprehensive


Exploration


Stockholders'Shares

Amount


Capital


Payable


Loss


Stage


Equity/(Deficit)Balance, May 31, 2008

103,500,000


103,500



(88,350
)


-



59



(62,127
)


(46,918
)Common shares issued for cash

30,000,000


30,000



70,000



-



-



-



100,000Net loss for the year endedMay 31, 2009

-


-



-



-



-



(51,056
)


(51,056
)Balance, May 31, 2009

133,500,000


133,500



(18,350
)


-



59



(113,183
)


2,026Capital contribution

-


-



10,000



-



-



-



10,000Common stock issued for cashat $0.40 per common share

6,375,000


6,375



163,625



50,000



-



-



220,000Common stock issued for services

440,000


440



119,560



-



-



-



120,000Common stock issued for mining claims

150,000


150



59,850



-



-



-



60,000Net loss for the year endedMay 31, 2010

-


-



-



-



-



(264,513
)


(264,513
)Balance, May 31, 2010

140,465,000


140,465



334,685



50,000



59



(377,696
)


147,513Common stock issued for cashat $0.40 per common share

125,000


125



49,875



(50,000
)


-



-



-Net loss for the three months endedAugust 31, 2010 (unaudited)

-


-



-



-



-



(44,982
)


(44,982
)Balance, August 31, 2010 (unaudited)

140,590,000

$
140,590


$
384,560


$
-


$
59


$
(422,678
)

$
102,531


The accompanying notes are an integral part of these financial statements.
 - 5 -


LUCKY BOY SIVLER, INC.
 (FKA Sierra Ventures, Inc.)
 (An Exploration Stage Company)
 Statements Of Cash Flows


From Inceptionon October 19,For the Three Months Ended


2006 ThroughAugust 31,


August 31,2010


2009


2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(44,982
)

$
(3,410
)

$
(422,678
)Adjustments to reconcile net loss tonet cash used in operating activities:Contributed services by an officer


-



-



150Other comprehensive loss


-



-



59Common stock issued for services


-



-



120,000Impairment of mining claims


-



-



57,500Changes to operating assets and liabilities:Deposits


-



-



(1,200
)Accounts payable


8,614



1,675



9,694Net Cash Used in Operating Activities


(36,368
)


(1,735
)


(236,475
)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of mining claims


-



-



(55,000
)Net Cash Used in Operating Activities


-



-



(55,000
)CASH FLOWS FROM FINANCING ACTIVITIESCapital contribution


-



-



10,000Common stock issued for cash


-



-



335,000Net Cash Provided by Financing Activities


-



-



345,000NET INCREASE (DECREASE) IN CASH


(36,368
)


(1,735
)


53,525CASH AT BEGINNING OF PERIOD


89,893



5,351



-CASH AT END OF PERIOD

$
53,525


$
3,616


$
53,525SUPPLEMENTAL DISCLOSURES OFCASH FLOW INFORMATIONCASH PAID FOR:Interest

$
-


$
-


$
-Income Taxes


-



-



-NON CASH FINANCING ACTIVITIES:Common stock issued for mining claims

$
-


$
-


$
60,000


The accompanying notes are an integral part of these financial statements.
 - 6 -
 LUCKY BOY SILVER CORPORATION
 (FKA Sierra Ventures, Inc.)
 (An Exploration Stage Company)
 Notes to Financial Statements
 August 31, 2010 and May 31, 2010
 
 NOTE 1 - CONDENSED FINANCIAL STATEMENTS





The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2010, and for all periods presented herein, have been made.





Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's May 31, 2009 audited financial statements.  The results of operations for the periods ended August 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years.





NOTE 2 –GOING CONCERN





The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern and no revenues are anticipated until the Company begins extracting and selling gold, and there is no assurance that a commercially viable deposit exists on the mineral claims that the Company has under option. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.





Management’s plan 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 ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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.





Recent Accounting Pronouncements


The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.





Reclassification of Financial Statement Accounts


Certain amounts in the August 31, 2009 financial statements have been reclassified to conform to the presentation in the August 31, 2010 financial statements.


- 7 -
 LUCKY BOY SILVER CORPORATION
 (FKA Sierra Ventures, Inc.)
 (An Exploration Stage Company)
 Notes to Financial Statements
 August 31, 2010 and May 31, 2010





NOTE 4 – MINING CLAIMS





On February 23, 2010 the Company entered into an agreement to purchase 38 unpatented BLM claims and two historic silver mine leases located in Mineral County, Nevada.  As consideration for the purchase, the Company paid $55,000 in cash and issued 150,000 shares at $0.40 for $60,000 for a total purchase price of $115,000 of the Company’s common stock.
 
 During May of 2010 the Company had a preliminary geology study performed to assess the potential reserves of its newly acquired claims.  Based on this report and management’s future expectations of additional capital expenditures and future cash flows of the claims, management determined that the carrying value of the claims should be impaired to a net book value of $57,500.  This resulted in the Company recognizing a $57,500 impairment charge recorded in operating expenses.





NOTE 5 – COMMON STOCK TRANSACTIONS





The Company’s authorized capital consists of 500,000,000 shares of $0.001 par value common stock.  As of August 31, 2010 and May 31, 2010 there were 140,590,000 and 140,465,000 shares issued and outstanding, respectively.
 
 On March 12, 2010 the Company’s board of directors approved a 15:1 forward stock split.  This change has been retroactively applied to the Company’s statement of stockholder’s equity.
 
 On May 17, 2010 the Company received a $50,000 payment for 125,000 shares of common stock.  As of May 31, 2010, the Company had not issued these shares and has recognized a stock subscription payable for the $50,000 deposit.  These shares were issued on August 28, 2010.
 
 On February 8, 2010 the Company issued 150,000 post-split shares of its common stock in exchange for mineral claims.  The fair value of the shares was determined based on the market price of $0.40 per share on the date of issuance.
 
 On January 27, 2010 the Company issued 5,625,000 (375,000 pre-split) shares of its common stock for $150,000 cash.
 
 On January 24, 2010 the Company issued 290,000 and 150,000 (10,000 pre-split) shares of its common stock to officers of the Company for services provided.  The fair value of the shares was determined based on the market price of $0.40 per share on the date of issuance.  The Company recorded $120,000 of professional fees in conjunction with this issuance.
 
 On January 27, 2010 the Company issued 750,000 (50,000 pre-split) shares of its common stock for $20,000 cash.
 
 During April and May, 2008, the Company received $41,500 and had a subscription receivable in the amount of $8,500 for 1,000,000 (15,000,000 post-split) 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 (13,500,000 post-split) shares to a total of three new shareholders. All of the 2,900,000 (43,500,000 post-split) 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 5, 2007, under our mistaken assumption that the registration statement had become effective through the passage of time. All of the subscribers have been informed of this situation.




- 8 -
 LUCKY BOY SILVER CORPORATION
 (FKA Sierra Ventures, Inc.)
 (An Exploration Stage Company)
 Notes to Financial Statements
 August 31, 2010 and May 31, 2010





NOTE 5 – COMMON STOCK TRANSACTIONS (CONTINUED)





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





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





On October 31, 2006 the Company received $6,000 from its founder for 6,000,000 (90,000,000 post-split) shares of the Company’s common stock subscribed for at $0.001 on October 31, 2006.





On November 30, 2006 the Company received $9,000 for 900,000 (13,500,000 post-split) shares of the Company’s common stock subscribed for at $0.01 in a private placement dated November 01, 2006.





During April and May, 2008, the Company received $100,000 for 2,000,000 (30,000,000 post-split) shares of the Company’s common stock subscribed for at a price of $0.05 per share through its SB-2 registration statement dated October 11, 2008.





NOTE 6 – RELATED PARTY TRANSACTIONS





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





The Company issued a total of 6,000,000 (90,000,000 post-split) shares of its restricted common stock to its directors for $6,000 ($0.001 per share) as founder shares.





An officer of the Company advanced $10,000 to the Company in September 2009 for operating capital. The officer agreed to forgive the repayment of the advance during the period ended May 31, 2010. The funds have been reported as contributed capital.





NOTE 7 – SUBSEQUENT EVENTS





In accordance with ASC 855 Company management reviewed all material events through filing of these financial statements and there are no material subsequent events to report.





- 9 -


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




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS






This quarterly report contains forward-looking statements. These forward-looking statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events.




In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in Item 1A. Risk Factors on page 17 that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.


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


GENERAL INFORMATION




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




As used in this quarterly report, the terms “we”, “us”, “our”, “Sierra Ventures Inc.”, “Sierra” “Lucky Boy Silver Corp.” and “Lucky Boy” mean Lucky Boy Silver Corp., unless otherwise indicated.




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




The following analysis of the results of operations and financial condition of the corporation for the period ending August 31, 2010, should be read in conjunction with the corporation’s financial statements, including the notes thereto contained elsewhere in this form 10-q and in our annual report filed on form 10-k.




Overview




We were incorporated in the State of Wyoming on October 19, 2006, as Sierra Ventures, Inc. and established a fiscal year end of May 31. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our business office is located at 5466 Canvasback Rd., Blaine, Washington 98230. Our telephone number is (702) 839-4029. On February 5, 2010 we filed an Amendment to Articles with the Wyoming Secretary of State and changed our name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corp.”  We changed the name of our company to better reflect the direction and business of our company.




We are a start-up, exploration stage company engaged in the search for gold, silver and related minerals. Our mineral properties are without known reserves and our proposed program is explanatory in nature. There is no assurance that commercially viable mineral deposits exist on our mineral properties. Further exploration and/or drilling will be required before a final evaluation as to the economic and legal feasibility of our projects is determined.




- 10 -





Effective April 6, 2010, we conducted a 15:1 forward stock split of our common stock. The split was approved by our board of directors on March 12, 2010 and was approved by FINRA for taking effect on the OTC-BB at the open of business on March 31, 2010. The transfer agent effected the forward split on their records as of April 6, 2010. Our statements of stockholder’s equity have been retroactively restated to reflect the split.


Our Current Business – Mineral Exploration




On March 22, 2007, as amended on May 15, 2009, we optioned a 25 percent interest in a gold exploration property referred to as the Zhangjiafan Mining Property located in Jiangxi Province, People’s Republic of China, 13 kilometres northwest of Dexing City which is approximately 8 hours by aircraft and ground transportation west of Shanghai by entering into an Option to Purchase and Royalty Agreement with Jiujiang Gao Feng Mining Industry Limited Company of Jiangxi City, Jiangxi Province, China (“Jiujiang”), the beneficial owner of the property, an arms-length Chinese corporation, to acquire an interest in the property by making certain expenditures and carrying out exploration work.  Work commenced on the phase I exploration program on our optioned Zhangjiafan mineral property on April 27 and concluded on June 04, 2009. Our portion of the phase I geological exploration program on the property cost $30,000 (paid) (25% of the totally budgeted cost of $120,000) which was a reflection of local costs for the specified type of work. Costs for phase I were made up of wages, fees, geological and geochemical supplies, assaying, equipment, diamond drilling and costs of operation.  At the completion of the field work on this property, management has determined that further expenditures or issuance of stock for this property is not in the best interest of the Company and the project has been abandoned.




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




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




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





On May 17, 2010 the Company received a $50,000 payment for 125,000 shares of common stock.  As of May 31, 2010, the Company had not issued these shares and has recognized a stock subscription payable for the $50,000 deposit.  These shares were issued on August 28, 2010.
 
 On February 8, 2010 the Company issued 150,000 post-split shares of its Common Stock in exchange for mineral claims.  The fair value of the shares was determined based on the market price of $0.40 per share on the date of issuance.
 
 On January 27, 2010 the Company issued 5,625,000 (375,000 pre-split) shares of its Common Stock for $150,000 cash.
 
 On January 24, 2010 the Company issued 290,000 and 150,000 (10,000 pre-split) shares of its Common Stock to officers of the Company for services provided.  The fair value of the shares was determined based on the market price of $0.40 per share on the date of issuance.  The Company recorded $120,000 of professional fees in conjunction with this issuance.
 
 On January 27, 2010 the Company issued 750,000 (50,000 pre-split) shares of its Common Stock for $20,000 cash.


- 11 -




Our Proposed Exploration Program – Plan of Operation




Our business plan is to abandon exploration of the Zhangjiafan property and proceed with exploration on the Black Butte and Lucky Boy projects to determine if there are commercially exploitable deposits of gold and silver, and if we decide not to proceed, to seek other mineral exploration properties.




We do not have any ores or reserves whatsoever at this time on our optioned property or other mineral properties.




Gao Fenglin, Senior Engineer, originally recommended a two-phase exploration program for the Zhangjiafan property to properly evaluate the potential of the property. However, management has determined that further exploration on this property is not warranted.




During February 2010 the Company entered into two additional lease agreements for mineral leases located in the Mineral County, Nevada, including the Black Butte and Lucky Boy projects.  Under these agreements the Company has committed $17,500 in non-refundable upfront lease payments, $10,000 in future payments to be made every nine months and $7,500 in future payments to be made annually as long as the lease is in force. Additionally, the Company has committed to spend a minimum of $100,000 over the first three years of the lease on exploration and property development.  The Company also has agreed to pay a total of 3% for each lease net smelter return production royalty which can be bought out for $2,000,000/ per cent NSR ($1,000,000 per lease) with approval and consent of the lessor.  If payments are in default for 30 days or the work commitment is not completed as agreed, the lessor must vacate the property immediately and settle all accounts related to the property.




Our business plan for the Black Butte and Lucky Boy projects is to proceed with the initial exploration of the gold and silver properties to determine if there are commercially exploitable deposits of gold and silver. We retained the services of the Hunsaker Inc., a geological company, to assess the results of our program. In a geological report compiled by Hunsaker dated May 2010, Hunsaker opined that further work on the Lucky Boy project is not recommended while further exploration on the Black Butte project is justified. We are not ready to abandon the Lucky Boy project at this point.




Competition





We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.





We also compete with other mineral resource exploration companies for financing from a limited number of investors that are prepared to make investments in mineral resource exploration companies. The presence of competing mineral resource exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We also compete with other mineral resource exploration companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.




Government Regulations




Any operations at the our mineral properties will be subject to various federal and state laws and regulations in the United States which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other





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matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or our properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property in the United States.




The U.S. Forest Service requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project undertaken by us.




Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Any future mining operations at our mineral properties may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures for pollution control in order to comply with the rules.




The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA"), imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. Those liable groups include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our mineral properties or surrounding areas.




Employees




At present, we have no employees.  We currently operate with two executive officers, who devote their time as required to our business operations. Our executive officers are not presently compensated for their services and do not have an employment agreement with us.




Results of Operations




Our comparative periods for the period ended August 31, 2010 and 2009 are presented in the following discussion.




Since inception, we have used our common stock to raise money for our optioned acquisition and for corporate expenses. Net cash provided by financing activities (less offering costs) from inception on October 19, 2006, to August 31, 2010, was $345,000 with $335,000 as proceeds received from sales of our common stock and $10,000 and contributed capital.




Revenues




We did not generate any revenues from operations for the quarter ended August 31, 2010, nor for the similar quarter in 2009. To date, we have not generated any revenues from our exploration business.




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Expenses




The table below shows our operating results for the three month periods ended August 31, 2010 and 2009.


Three Months

Ended

August 31, 2010
Three Months

Ended

August 28, 2009Professional fees
25,697
1,484Advertising and promotion
306
-0-Office and rent expense
1,200
498Travel, entertainment & public relations
-0-
828Exploration of resource property
14,132
-0-Transfer agent
37
600Registration & filing fees
15
-0-Website development
3,597
-0-Total expenses
44,982
3,410




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 have recently resumed activity whereas we were relatively inactive while awaiting the results of the first phase of exploration on our optioned mineral property.




We continue to carefully control our expenses and overall costs as we move our business development plan forward. We do not have any employees and engages personnel through outside consulting contracts or agreements or other such arrangements, including for legal, accounting and technical consultants.




Plan of Operation and Anticipated Cash Requirements




We believe we cannot satisfy our cash requirements for the current fiscal year end of May 31, 2011 with available cash on hand and will have to seek additional financing immediately.




For the balance of the current fiscal year to May 31, 2011, we will concentrate our efforts on the securing of additional financing to be able to carry out an exploration program on the AG Properties. Following industry trends and demands, we are also considering the acquisition of other properties and projects of merit. In either situation, we will try to raise the funds required from a new public offering, a private placement, loans or the establishment of a joint venture whereby a third party would pay the costs associated with Phase II and we would retain a carried interest. At 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 2010-2011. Management projects that we will require up to $150,000 to fund ongoing operating expenses and working capital requirements for the next 12 months, broken down as follows:





Operating expenses
$
60,000Exploration program

70,000Working Capital

20,000Total
$
150,000




Going Concern




Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional notes describing the circumstances that lead to this disclosure by our independent auditors. Our issuance of





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additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.




There are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing alternatives to meet immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it could be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they come due.




Liquidity and Capital Resources




As of August 31, 2010, we have yet to generate any revenues.




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




Working Capital




As of August 31, 2010, we had $43,831 in unallocated working capital.





August 31


May 312010


2010Current Assets
$
53,525


89,393Current Liabilities

9,694


1,080Working Capital
$
43,831


88,313




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




Cash Flows





Three Months

Three MonthsEnded

EndedAugust 31,

August 31,2010

2009Net cash used in operating activities

$
(36,368)


(1,735)Net cash provided by investing activities


-0-


-0-Net cash provided by financing activities


-0-


-0-Net increase (decrease) in cash

$
(36,368)


(1,735)




Net cash provided in operating activities




Net cash provided by operating activities from inception on October 19, 2006, to August 31, was $(236,475).  This negative cash flow from operations is due to the fact that the Company has not generated revenue to date.




Net cash provided by investing activities




Net cash provided by investing activities from inception on October 19, 2006, to August 31, 2010, was $(55,000) as a result of the purchase of additional mining claims.




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Net cash provided by financing activities




Net cash provided by financing activities from inception on October 19, 2006, to August 31, 2010, was $345,000 as a result of gross proceeds received from sales of our common stock and capital contribution from Company officers.




Inflation / Currency Fluctuations




Inflation has not been a factor during the recent quarter ended August 31, 2010. Although inflation is moderately higher than it was during 2009 the actual rate of inflation is not material and is not considered a factor in our contemplated capital expenditure program.




Subsequent Events




In accordance with ASC 855 Company management reviewed all material events through the date of this report and there are no material subsequent events to report.




Off-Balance Sheet Arrangements




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




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not Applicable




ITEM 4(T). CONTROLS AND PROCEDURES




Disclosure controls and procedures.




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




We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective due to the lack of adequate segregation of duties, a sound internal control structure and lack of audit committee.  The Company has plans to address these material weaknesses as the Company’s capital position and profitably improve.  The disclosure controls and procedures are controls and procedures to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.




Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in





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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.




Changes in internal control over financial reporting




During the quarter ended August 31, 2010, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.




PART II – OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS




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




ITEM 1A. RISK FACTORS




Risks Associated with our Company, Financial Condition and Business Model




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




We were incorporated on October 19, 2006, and have only started our proposed business but have not realized any revenues. We have no business history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $422,678. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:




●
our ability to find a profitable exploration property;


●
our ability to generate revenues; and


●
our ability to reduce exploration costs.


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




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




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




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




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●
Costs of bringing the property into production including exploration work, preparation of production feasibility studies and construction of production facilities;


●
Availability and costs of financing;


●
Ongoing costs of production;


●
Market prices for the products to be produced;


●
Environmental compliance regulations and restraints; and


●
Political climate and/or governmental regulation and control.




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




Because Mr. Ken Liebscher, our President and CEO and Dr. Fortunato Villamagna, our Secretary and Treasurer, will be devoting approximately 20 hours per week to our business plans, our business may suffer. As a result, exploration of the property may be periodically interrupted or suspended. Interruptions to, or suspension of, exploration may cause us to cease operations.




5. Management lacks formal training in mineral exploration.




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




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




During the past four years, Lucky Boy has sold the following securities which were not registered under the Securities Act:




October 31, 2006




We issued 6,000,000 shares of restricted common stock at a price of $0.001 per share through a Section 4(2) exemption to Ian Jackson our founder, officer and director on October 31, 2006 for cash consideration of $6,000.




Mr. Jackson is a sophisticated investor and was in possession of all material information relating to Lucky Boy. Further, no commissions were paid in connection with the sale of the shares and no general solicitation was made.  These shares were subsequently purchased by Kenneth B. Liebscher, our President and CEO. The purchase price of the shares was $200,000, which was paid in cash and by the personal funds of Mr. Liebscher.




November 30, 2006




We issued 900,000 shares of restricted common stock at a price of $0.01 per share through a Rule 504D offering in November, 2006 for cash consideration of $9,000 to four (4) individuals.




Name and Address
Date
Shares
ConsiderationRay Urquhart

155 Tyee Drive, No. 428

Point Roberts, WA 98281
November 14, 2006
250,000
$2,500Elizabeth O’Connor

174 Gulf Road, No. 34,

Point Roberts, WA 98281
November 16, 2006
150,000
$1,500John McNulty

P.O. Box 4370

Seattle, WA 98194
November 14, 2006
200,000
$2,000Troy Jackson,

1685 H Street, No. 155,

Blaine, WA 98230
November 14, 2006
300,000
$3,000




- 18 -


None of the above are deemed to be accredited investors and each was in possession of all material information relating to Lucky Boy. Further, no commissions were paid to anyone in connection with the sale of the shares and no general solicitation was made to anyone. All of the purchasers are known to our directors.




We completed the offering pursuant to Regulation D of the Securities Act. Each purchaser represented his intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends were affixed to the stock certificate issued to each purchaser in accordance with Regulation D. Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.




The issuance of securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) or Rule 504D of the Securities Act as transactions by an issuer not involving any public offering. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. The sales of these securities were made without general solicitation or advertising.




May 31, 2008




We issued 2,000,000 shares of unrestricted common stock at a price of $0.05 per share between March 01 and May 31, 2008 for cash consideration of $100,000 to thirty (30) individuals. In addition, four selling shareholders resold 900,000 shares, acquired as outlined above, to four arms length individuals. We sold the shares or acknowledged the resale of the selling shareholder’s shares prior to the declaration of an effective date for our SB-2 registration statement filed on October 11, 2007 under our mistaken assumption that the registration statement had become effective through the passage of time after its filing.




Selling shares prior to the establishment of an effective date can result in potential violations of federal and state securities laws. As a result, these stock issuances and resales may have violated the Securities Act of 1933. Rescission offers for such potential violations are commonly made by companies in these situations and the filing of a registration statement is a normal part of the rescission offer process. We have previously disclosed in our regulatory filings that all of the subscribers had been informed of this situation. As a result, we were prepared to refund part or all associated monies and to cancel part or all associated common shares that could have been tendered for rescission.




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




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




- 19 -




2010




On May 17, 2010 the Company received a $50,000 payment for 125,000 shares of common stock.  As of May 31, 2010, the Company had not issued these shares and has recognized a stock subscription payable for the $50,000 deposit.  These shares were issued on August 28, 2010.
 
 On March 12, 2010 the Company’s board of directors approved a 15:1 forward stock split.  This change has been retroactively applied to the Company’s statement of stockholder’s equity.
 
 On February 8, 2010 the Company issued 150,000 post-split shares of its Common Stock in exchange for mineral claims.  The fair value of the shares was determined based on the market price of $0.40 per share on the date of issuance.
 
 On January 27, 2010 the Company issued 5,625,000 (375,000 pre-split) shares of its Common Stock for $150,000 cash.
 
 On January 24, 2010 the Company issued 290,000 and 150,000 (10,000 pre-split) shares of its Common Stock to officers of the Company for services provided.  The fair value of the shares was determined based on the market price of $0.40 per share on the date of issuance.  The Company recorded $120,000 of professional fees in conjunction with this issuance.
 
 On January 27, 2010 the Company issued 750,000 (50,000 pre-split) shares of its Common Stock for $20,000 cash.
 
 All of theseshares were issued to accredited investors under the exemption from Section 5 of the Securities Act of 1933 (the "Act") contained in Section 4(6) of the Act.
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES




Not Applicable




ITEM 4. [REMOVED AND RESERVED]




ITEM 5. OTHER INFORMATION




Name Change




On February 5, 2010 we filed an Amendment to Articles with the Wyoming Secretary of State and changed our name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corp.”  Our shares of common stock are quoted on the OTC Bulletin Board under the symbol “LUCB”.  Our CUSIP number is 549517 100. The quotation was first posted at the opening on May 29, 2009 with an opening bid of $0.05 ($0.0033 post-split) and offer at $0.10 ($0.0067 post-split). No shares had traded as of the date of this report as we await DTC eligibility allowing our shares to be traded electronically.




Letter Agreement




On February 8, 2010, Ken Liebscher, our President, Chief Executive Officer, signed a letter agreement with Monte Cristo Projects LLC and Alan Chambers, whereby Mr. Liebscher has agreed to acquire 38 unpatented BLM claims including those known as Silver Summit and Candelaria and two historic silver mine leases known as Lucky Boy Silver Mine and the Black Butte Silver Mine (the “AG Properties”), all located in Mineral County, State of Nevada.




In consideration for the claims, Mr. Liebscher has agreed to pay US$55,000 to Monte Cristo Projects LLC and issue 75,000 shares of common stock of our company to Monte Cristo Projects LLC and 75,000 shares of common stock of our company to Alan Chambers.




- 20 -


On February 23, 2010, Mr. Liebscher assigned all of his right, title and interest in and to the letter agreement and the AG Properties to our company in consideration for $1.00.  Our company will carry out the obligations and take the benefit of the letter agreement.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


Exhibit No.
Description3.1
Articles of Incorporation attached as an exhibit to our Form SB-2 filed on October 12, 20073.2
Bylaws attached as an exhibit to our Form SB-2 filed on October 12, 200710.1
Option to Purchase and Royalty Agreement dated March 22, 2007 with Jiujiang Gao Feng Mining Industry Limited Company attached as an exhibit to our Form SB-2 filed on October 12, 200710.2
Form of Private Placement subscription agreement attached as an exhibit to our Form SB-2 filed on October 12, 200710.3
Escrow Agreement dated November 25, 2008 between Ian Jackson, Sierra Ventures Inc. and Harcourt Chan attached as an exhibit to our Form S-1/A filed on January 14, 200910.4
First Amendment to Option to Purchase and Royalty Agreement) between Sierra Ventures, Inc. and Jiujiang Gao Feng Mining Industry Limited Company dated May 15 2009 attached as an exhibit to our Form 10-K filed on September 8, 200910.5
Form of Private Placement subscription agreement attached as an exhibit to our Form 8-K filed on December 31, 200910.6
Letter Agreement dated February 8, 2010 between Ken Liebscher, Monte Cristo Projects LLC and Alan Chambers attached as an exhibit to our current report on Form 8-K filed on March 1, 201010.7
Assignment Agreement dated February 23, 2010 with Ken Liebscher attached as an exhibit to our current report on Form 8-K filed on March 1, 201014.1
Code of Ethics attached as an exhibit to our Form SB-2 filed on October 12, 200731.1*
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 200231.2*
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 200232.1*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002




*attached herewith




- 21 -




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.







LUCKY BOY SILVER CORP.


(Registrant)





Date: October 21, 2010





By:
/s/ Kenneth B. Liebscher
By:
/s/ Fortunato VillamagnaKENNETH B. LIEBSCHER,

DR. FORTUNATO VILLAMAGNA,President, Chief Executive Officer

Secretary, Treasurer, Chief Financial OfficerPrincipal Executive Officer

Principal Financial, Officer andPrincipal Accounting Officer