-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ez1yqxsRdo2V1HdBP/DAfaZFQzPx9EtaFodxOKCKVVB5Qar4Ee3nGO5rpMuOGhEy HOdxjUzYSi/mK55GgDX1iw== 0001165527-08-000163.txt : 20080326 0001165527-08-000163.hdr.sgml : 20080326 20080326105753 ACCESSION NUMBER: 0001165527-08-000163 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080326 DATE AS OF CHANGE: 20080326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUCKY STRIKE EXPLORATIONS INC. CENTRAL INDEX KEY: 0001389294 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 208055672 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-140839 FILM NUMBER: 08711010 BUSINESS ADDRESS: STREET 1: 8290 WEST SAHARA AVE., SUITE 260 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 702-922-2700 MAIL ADDRESS: STREET 1: 8290 WEST SAHARA AVE., SUITE 260 CITY: LAS VEGAS STATE: NV ZIP: 89117 10-K 1 g2271.txt ANNUAL REPORT FOR THE YEAR ENDED 12-31-07 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 333-140839 Lucky Strike Explorations Inc. (Exact Name of Registrant as Specified in Its Charter) NEVADA 20-8055672 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 8290 W. Sahara Avenue, Suite 160 Las Vegas, NV 89117 (Address of Principal Executive Offices & Zip Code) (702)922-2700 (Telephone Number) Michael Noble 8290 W. Sahara Avenue, Suite 160 Las Vegas, NV 89117 (702)922-2700 (Name, Address and Telephone Number of Agent for Service) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 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. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of December 31, 2007, the registrant had 5,800,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of December 31, 2007. LUCKY STRIKE EXPLORATIONS INC. TABLE OF CONTENTS Page No. -------- Part I Item 1. Business 3 Item 1A. Risk Factors 12 Item 2. Properties 14 Item 3. Legal Proceedings 15 Item 4. Submission of Matters to a Vote of Securities Holders 15 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 15 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 8. Financial Statements and Supplementary Data 20 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 31 Item 9A. Controls and Procedures 31 Part III Item 10. Directors and Executive Officers 31 Item 11. Executive Compensation 33 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 34 Item 13. Certain Relationships and Related Transactions 35 Item 14. Principal Accounting Fees and Services 35 Part IV Item 15. Exhibits 35 Signatures 36 2 PART I ITEM 1. BUSINESS We are an exploration stage company with no revenues and a limited operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. There is the likelihood of our mineral claims containing little or no economic mineralization or reserves of silver and other minerals. The Acid property consisting of four contiguous, located, lode mineral claims comprising a total of 82.64 acres, are the only claims currently in the company's portfolio. If our claims do not contain any reserves all funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve. GLOSSARY Aeromagnetic survey - a magnetic survey conducted from the air normally using a helicopter or fixed-wing aircraft to carry the detection instrument and the recorder. Alluvial - unconsolidated sediments that are carried and hence deposited by a stream or river. In the southwest USA most in filled valleys often between mountain ranges were deposited with alluvium. Andesitic to basaltic composition - a range of rock descriptions using the chemical make-up or mineral norms of the same. Aphanitic - fine grained crystalline texture. Blind-basin - a basin practically closed off by enveloping rock exposures making the central portion of unconsolidated alluvial basin isolated. Elongate basin - a longer than wide depression that may be favorable to in-filling by adjacent eroding mountains. Formation - the fundamental unit of similar rock assemblages used in stratigraphy. Intermontane belt - between mountains (ranges), a usually longer than wide depression occurring between enclosing mountain ranges that supply erosional material to infill the basin. Lode mineral claim (Nevada) - with a maximum area contained within 1500' long by 600' wide = 20.66 acres. Overburden or Drift Cover - any loose material which overlies bedrock. 3 Plagioclase feldspar - a specific range of chemical composition of common or abundant rock forming silicate minerals. Playa - the lowest part of an intermontane basin which is frequently flooded by run-off from the adjacent highlands or by local rainfall. Porphyritic in augite pyroxene - Large porphyroblasts or crystals of a specific rock-forming mineral, i.e. augite occurring within a matrix of finer grained rock-forming minerals. Quarternary - the youngest period of the Cenozoic era. Snow equivalent - Approximately 1" of precipitation (rain) = 1' snow. Syenite - Coarse grained, alkalic, low in quartz intrusive rock. Trachyte - fine grained or glassy equivalent of a syenite. Volcaniclastic - Angular to rounded particles of a wide range of size within (a welded) finer grain-sized matrix of volcanic origin. GENERAL INFORMATION The property on which the net proceeds of the offering will be spent, are the Acid mineral claims, comprised of 4 contiguous claims totaling 82.64 acres. The beneficial owner of the mineral claims is Lucky Strike Explorations Inc., and the claims are in good standing until September 30, 2008. The Acid property lies in the west central area of the State of Nevada west - -southwest of the town of Goldfield and is accessible from Highway 95. The area experiences about 4" - 8" of precipitation annually of which about 20% may occur as a snow equivalent. The town of Tonapah that lies 26 miles to the north of Goldfield, NV offers much of the necessary infrastructure required to base and carry-out an exploration program (accommodations, communications, equipment and supplies). The claim areas' elevation is approximately 5,900 feet. The physiographic setting of the property can be described as open desert in the valleys within a mosaic of rugged mountain ranges in an interior plateau setting. The recorded mining history of the general area dates from the 1860's when prospectors passed through the area. There were many significant lode gold and other mineral product deposits developed in the area. We have not carried out any exploration work on the claims and have incurred no exploration costs. The future cost of exploration work on the property is disclosed in detail in the Plan of Operation section of this prospectus. There is not a plant or any equipment currently located on the property. The initial exploration phase will be supported by generators. The town of Tonapah that lies 26 miles to the north of Goldfield, NV offers much of the necessary infrastructure required to base and carry-out an exploration program (accommodations, communications, equipment and supplies). 4 A three-phase exploration program to evaluate the area is considered appropriate and is recommended by the consulting geologist. Phase 1 of the work program will consist of detailed prospecting, mapping and soil geochemistry. Contingent upon favorable results from Phase 1, Phase 2 work would consist of magnetometer and VLF electromagnetic, grid controlled surveys over the areas of interest determined by the Phase 1 survey. Contingent upon the results of Phases 1 and 2, Phase 3 would consist of an induced polarization survey over grid controlled anomalous areas of interest outlined by Phase 1&2 fieldwork. Hoe or bulldozer trenching, mapping and sampling of bedrock anomalies would also be carried out. The cost of the proposed program is $9,500 for the initial phase of exploration work, $10,500 for the contingent second phase and $30,000 for the third phase. The consulting geologist was paid a deposit of $4,750 to commence Phase 1 of the exploration program on the claims. He has completed the field work and received the results from the assay lab and is currently preparing his report and recommendations. The discussions contained herein are management's estimates based on information provided by the consulting geologist who prepared the geology report on the property. Because we only recently commenced our exploration program we cannot provide a more detailed discussion of our plans if we find a viable store of minerals on our property, as there is no guarantee that exploitable mineralization will be found, the quantity or type of minerals if they are found and the extraction process that will be required. We are also unable to assure you we will be able to raise the additional funding to proceed with any subsequent work on the claims if mineralization is found. ACQUISITION OF THE MINERAL CLAIMS The Acid Mineral Claims were staked by James McLeod, the consulting geologist, and are recorded in the name of the company. The claims are in good standing to September 30, 2008. REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE The title for the claims are in good standing until September 2008. During the first week in August 2008 a filing is to be made by the Company to the County and Bureau of Land Management that we intend to retain the claims and to continue performing exploration work on them. Such work will be reported and filed at the appropriate time. LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE The Acid mineral claims are comprised of 4 contiguous claims totaling 82.64 acres. The mineral claim area may be located on the Esmeralda County 1:250,000 map sheet. At the center of the property the latitude is 37(degree) 40' N and the longitude is 117(degree) 18' W. The claims are motor vehicle accessible from the Town of Goldfield, Nevada by traveling 3 miles south along Highway 95 to the Montezuma Ridge cut-off and then 6 miles southwest on the gravel road to the mineral claims. The Acid property lies in the west central area of the State of Nevada west -southwest of the town of Goldfield and is accessible from Highway 95. 5 The area experiences about 4" - 8" of precipitation annually of which about 20% may occur as a snow equivalent. This amount of annual precipitation reflects a climatic classification of arid to semi-arid. The summers can experience hot weather, middle 60's to 70's F(degree) average with high spells of 100+F(degree) while the winters are generally more severe than the dry belt to the west and can last from December through February. Temperatures experienced during mid-winter average for January of from the high 20's to the low 40's F(degree) with low spells down to -20 F(degree). The town of Tonapah that lies 26 miles to the north of Goldfield, NV offers much of the necessary infrastructure required to base and carry-out an exploration program (accommodations, communications, equipment and supplies). Larger or more specialized equipment can be acquired in the City of Las Vegas lying 209 miles by paved road (Highway 95) to the south. Infrastructure such as highways and secondary roads, communications, accommodations and supplies that are essential to carrying-out an exploration and development program are at hand, between Tonopah, Goldfield and Las Vegas. 6 [MAP SHOWING THE CLAIM LOCATION] 7 [MAP SHOWING THE CLAIM AREA] 8 HISTORY The recorded mining history of the general area dates from the 1860's when prospectors passed through the area. The many significant lode gold and other mineral product deposits developed in the area was that of the Goldfield Camp, 1905, Coaldale coal field, 1913, Divide silver mining District, 1921 and the Candalaria silver mine which operated as an underground lode gold deposit in 1922 and again in the 1990's as an open cut, cyanide heap leach operation. Previous work completed in the area is helpful as it provides some indication as to the type, grades and location of minerals present in the area, though there is no guarantee the previous work will result in any exploitable mineral deposits on our claims. GEOLOGICAL SETTING REGIONAL GEOLOGY The regional geological map of Nevada, scale 1:1,000,000 compiled by John H. Stewart and John E. Carlson, 1977 depict the State as being underlain by all types of rock units. These appear to range from oldest to youngest in an east to west direction, respectively. The oldest units are found to occur in the southeast corner of the State along the Colorado River. The bedrock units exhibit a north-south fabric of alternating east-west ranges and valleys suggesting E-W compression. Faulting plays a large part in many areas of Nevada and an even larger part in the emplacement of mineral occurrences and ore bodies. LOCAL GEOLOGY The local geology to the southwest of Goldfield, NV reveals a NE-SW trending, elongate or elliptical blind-basin bounded, i.e. closed off around its circumference by rock exposures. Throughout this outcropping ring-shaped feature are abundant, scattered rock exposures of Lower - Middle Paleozoic carbonate and aphanitic to very fine grain sized sediments, as quartzite, siltstone, claystone and more abundant limestone. Some transitional metamorphic rocks are interspersed. A myriad of Tertiary volcanic rocks and minor sedimentary units overlie the old Paleozoic units. PROPERTY GEOLOGY The geology of the Acid property area may be described as being covered by Quaternary alluvium and playa deposits and some Lower Paleozoic limestone. This young covered basin within a larger surrounding area of known mineral occurrences exhibiting good geological setting portrays an excellent target area to conduct exploration. The outcrops partially surrounding or flanking the alluvial covered valley underlying the mineral claim area suggests mineral occurrences or structurally prepared bedrock may be sought after in those areas. PROPERTY MINERALIZATION The deposit types that are found occurring in the regional area and the more localized areas vary considerably. Silver and gold quartz veins predominate at Tonopah. Some of the most productive veins represent the silicification and replacement of sheeted zones of trachyte that was originally marked by close-set 9 parallel fractures, but not faulting. Essentially of two types of quartz veins as determined by their host either 1) older pre-Tertiary volcanic rocks, i.e. Silver Peak (Mineral Ridge area), Weepah and Hornsilver or 2) Tertiary rhyolite host rocks such as Tonopah and other younger volcanic rocks, i.e. Goldfield and Divide. Base metal deposits are more commonly of interest now than in the past except in the hour of need such as wartime. By far the largest production in the County comes from vein-type of gold and silver occurrences in quartz fissure in either pre-Tertiary volcanic or Tertiary volcanic host rocks. COMPETITION We do not compete directly with anyone for the exploration or removal of minerals from our property as we hold all interest and rights to the claims. Readily available commodities markets exist in the U.S. and around the world for the sale of gold, silver and other minerals. Therefore, we will likely be able to sell any minerals that we are able to recover. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to do so. BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. REORGANIZATIONS, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. COMPLIANCE WITH GOVERNMENT REGULATION Our exploration programs in Nevada are subject to state and federal regulations regarding environmental considerations. All operations involving the exploration for the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of streams and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state and local governmental authorities as well as the rights of adjoining property owners. We may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment. All requirements imposed by any such authorities may be costly, time consuming and may delay commencement or continuation of exploration or production operations. Future legislation may significantly emphasize the protection of the environment, and, as a consequence, our activities may be more closely regulated to further the cause of environmental protection. Such legislation, as well as further interpretation of existing laws in the United States, may require substantial increases in equipment and operating costs and delays, interruptions, or a termination of operations, the extent of which 10 cannot be predicted. Environmental problems known to exist at this time in the United States may not be in compliance with regulations that may come into existence in the future. This may have a substantial impact upon the capital expenditures required of us in order to deal with such problem and could substantially reduce earnings. The regulatory bodies that directly regulate our activities are the Bureau of Land Management (Federal) and the Nevada Department of Environmental Protection (State). PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis. NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES We are not required to apply for or have any government approval for our products or services. RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS We have not expended funds for research and development costs since inception. We paid $3,500 for the geology report and $3,500 for the staking of the claims. EMPLOYEES AND EMPLOYMENT AGREEMENTS Our only employee is our sole officer, Michael Noble. Mr. Noble currently devotes 5-7 hours per week to company matters and he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company in the future. There are no formal employment agreements between the company and our current employee. REPORTS TO SECURITIES HOLDERS We provide an annual report that includes audited financial information to our shareholders. We make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-B for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements, including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 11 ITEM 1A. RISK FACTORS WE ARE AN EXPLORATION STAGE COMPANY AND HAVE ONLY RECENTLY COMMENCED EXPLORATION ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE. We have only recently commenced exploration on the Acid 1-4 Mineral Claims and have not yet received the report from the geologist on the first phase of exploration. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on December 15, 2006 and to date have been involved primarily in organizational activities and the acquisition of the mineral claims and funding. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development and production of minerals from the claims, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR LUCKY STRIKE EXPLORATIONS INC. WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN. As described in Note 3 of our accompanying financial statements, our lack of operations and any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If our business plan does not work, we could remain as a start-up company with limited operations and revenues. BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE. Our officer and directors have no professional training or technical credentials in the field of geology and specifically in the areas of exploring, developing and operating a mine. As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants. Management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result. 12 OUR MINERAL EXPLORATION EFFORTS MAY BE UNSUCCESSFUL RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST. No known bodies of commercial ore or economic deposits have been established on our properties. Even in the event commercial quantities of minerals are discovered, the exploration property might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices. WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE MINERAL CLAIMS INTO COMMERCIAL PRODUCTION IF MINERALIZATION IS FOUND. Our ability to generate revenues and profits is expected to occur through exploration, development and production of our property. Substantial expenditures will be incurred in an attempt to establish the economic feasibility of mining operations by identifying mineral deposits and establishing ore reserves through drilling and other techniques, developing metallurgical processes to extract metals from ore, designing facilities and planning mining operations. The economic feasibility of a project depends on numerous factors, including the cost of mining and production facilities required to extract the desired minerals, the total mineral deposits that can be mined using a given facility, the proximity of the mineral deposits to a user of the minerals, and the market price of the minerals at the time of sale. There is no assurance that our exploration program will result in the identification of deposits that can be mined profitably. If our exploration program is successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to advance the claims into commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible. IF ACCESS TO OUR MINERAL CLAIMS IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS. It is possible that snow or rain could cause the roads providing access to our claims to become impassable. Snowfall in the area of the claims would typically be from the end of December to February. If the roads are impassable we would be delayed in our exploration timetable. GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED. 13 Laws and regulations govern the exploration, development, mining, production, importing and exporting of minerals; taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and other matters. In many cases, licenses and permits are required to conduct mining operations. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a substantial adverse impact on the Company. Applicable laws and regulations will require the Company to make certain capital and operating expenditures to initiate new operations. Under certain circumstances, the Company may be required to stop its exploration activities once it is started until a particular problem is remedied or to undertake other remedial actions. THE MINING INDUSTRY IS HIGHLY SPECULATIVE AND INVOLVES SUBSTANTIAL RISKS. The mining industry, from exploration, development and production is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. The combination of such factors may result in our not receiving an adequate return on investment capital. BECAUSE OUR CURRENT OFFICER AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. Mr. Michael Noble, our sole officer and a director of the company, currently devotes approximately 5-7 hours per week providing management services to us. Mr. Christian Jean Prieur, a director of the company, devotes approximately 1-2 hours per week to our business. While our executive officer and directors presently possesses adequate time to attend to our interests, it is possible that the demands on them from their other obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development. ITEM 2. PROPERTIES We do not currently own any property. We lease shared office facilities at 8290 W. Sahara Avenue, Suite 160, Las Vegas, NV 89117 and currently pay approximately $65 per month. The facilities include answering services, fax services, secretarial services, reception area and shared office and boardroom meeting facilities which are all available on a pay per use basis. Management believes the current premises are sufficient for its needs at this time. 14 We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages. ITEM 3. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of the security holders during the year ended December 31, 2007. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our shares are quoted on the OTC Electronic Bulletin Board (OTCBB) under the symbol "LCKY". The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the Securities and Exchange Commission or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. There has been no active trading of our securities, and, therefore, no high and low bid pricing. As of the date of this report Lucky Strike Explorations had 28 shareholders of record. We have paid no cash dividends and have no outstanding options. PENNY STOCK RULES The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). A purchaser is purchasing penny stock which limits the ability to sell the stock. Our shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. 15 The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: - contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; - contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; - contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price; - contains a toll-free telephone number for inquiries on disciplinary actions; - defines significant terms in the disclosure document or in the conduct of trading penny stocks; and - contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: - the bid and offer quotations for the penny stock; - the compensation of the broker-dealer and its salesperson in the transaction; - the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and - monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. 16 REPORTS We are subject to certain filing requirements and will furnish annual financial reports to our stockholders, certified by our independent accountant, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the Securities and Exchange Commission. All reports and information filed by us can be found at their website, www.sec.gov. TRANSFER AGENT The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place, Suite C, Scottsdale, Arizona as transfer agent. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS We are still in our exploration stage and have not generated any revenue. We incurred operating expenses of $19,365 and $590 for the years ended December 31, 2007 and 2006, respectively. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our registration statement and periodic reports. Our net loss from inception (December 15, 2006) through December 31, 2007 was $20,225. Our auditors expressed their doubt about our ability to continue as a going concern unless we are able to raise additional capital and ultimately to generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at December 31, 2007 was $49,025 with no outstanding liabilities. We have sold $74,000 in equity securities since inception, $14,000 from the sale of 2,800,000 shares of stock to our officer and director and $60,000 from the sale of 3,000,000 shares registered pursuant to our SB-2 Registration Statement which became effective on March 12, 2007. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. BUSINESS OPERATIONS OVERVIEW Through December 31, 2007 we had sold $74,000 in equity securities to pay for our business operations. On April 5, 2007, we closed our offering pursuant to a SB-2 Registration Statement filed with the U.S. Securities and Exchange Commission, which became effective on March 12, 2007. We sold 3,000,000 shares of common stock to 27 unaffiliated shareholders at $.02 per share for total proceeds of $60,000. 17 Our plan of operation for the twelve months following funding is to complete the three phases of the exploration program. We have paid a $4,750 deposit to the geologist to commence Phase 1 of the exploration program. In addition to the remaining $45,250 we anticipate spending for the exploration program as outlined below, we anticipate spending an additional $5,000 on professional fees, including fees payable in connection with compliance with reporting obligations and general administrative costs. Total expenditures over the next 12 months are therefore expected to be approximately $50,000. The following work program has been recommended by the consulting geologist who prepared the geology report. PHASE 1 Detailed prospecting, mapping and soil geochemistry. The estimated cost for this program is all inclusive $ 9,500 PHASE 2 Magnetometer and VLF electromagnetic, grid controlled surveys over the areas of interest determined by the Phase 1 survey. Included in this estimated cost is transportation, accommodation, board, grid installation, two geophysical surveys, maps and report 10,500 PHASE 3 Induced polarization survey over grid controlled anomalous area of interest outlined by Phase 1&2 fieldwork. Hoe or bulldozer trenching, mapping and sampling of bedrock anomalies. Includes assays, detailed maps and reports 30,000 ------- Total $50,000 ======= Each phase following phase 1 is contingent upon favorable results from the previous phase. The consulting geologist was paid a deposit of $4,750 to commence Phase 1 of the exploration program on the claims. He has completed the field work and received the results from the assay lab and is currently preparing his report and recommendations. The above program costs are management's estimates based upon the recommendations of the professional consulting geologist's report and the actual project costs may exceed our estimates. Following phase one of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with phase two of our exploration program. The estimated cost of this program is $10,500 and will take approximately 10 days to complete and an additional one to two months for the 18 consulting geologist to receive the results from the assay lab and prepare his report. Following phase two of the exploration program, if it proves successful, we intend to proceed with phase three of our exploration program. The estimated cost of this program is $30,000 and will take approximately 20 days to complete and an additional one to two months for the consulting geologist to receive the results from the assay lab and prepare his report. We anticipate commencing the second phase of our exploration program in spring 2008 and phase 3 in summer 2008. We have a verbal agreement with James McLeod, the consulting geologist who prepared the geology report on our claims, to retain his services for our exploration program. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work after the exploration program if we find mineralization. 19 ITEM 8. FINANCIAL STATEMENTS LUCKY STRIKE EXPLORATIONS, INC. INDEX Report of Independent Registered Public Accounting Firm 21 Financial Statements: Balance Sheet - December 31, 2007 and 2006 22 Statement of Operations - December 31, 2007 and 2006 23 Statement of Stockholders' Equity - December 31, 2007 and 2006 24 Statement of Cash Flows - December 31, 2007 and 2006 25 Notes to Financial Statements 26 20 GEORGE STEWART, CPA 2301 SOUTH JACKSON STREET, SUITE 101-G SEATTLE, WASHINGTON 98144 (206) 328-8554 FAX(206) 328-0383 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Lucky Strike Explorations, Inc. I have audited the accompanying balance sheet of Lucky Strike Explorations, Inc. (An Exploration Stage Company) as of December 31, 2007 and 2006, and the related statement of operations, stockholders' equity and cash flows for the years then ended and the period from December 15, 2006 (inception), to December 31, 2007. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lucky Strike Explorations, Inc. (An Exploration Stage Company) as of December 31, 2007 and 2006, and the results of its operations and cash flows for the years then ended and from December 15, 2006 (inception) to December 31, 2007, in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note # 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ George Stewart, CPA - ------------------------------- Seattle, Washington March 6, 2008 21 LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Balance Sheet - --------------------------------------------------------------------------------
As of As of December 31, December 31, 2007 2006 -------- -------- ASSETS CURRENT ASSETS Cash $ 49,025 $ 10,000 Deposit 4,750 -- -------- -------- TOTAL CURRENT ASSETS 53,775 10,000 -------- -------- TOTAL ASSETS $ 53,775 $ 10,000 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ -- $ 590 -------- -------- TOTAL CURRENT LIABILITIES -- 590 -------- -------- TOTAL LIABILITIES -- 590 -------- -------- STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 5,800,000 and 2,000,000 shares issued and outstanding as of December 31, 2007 and December 31, 2006, respectively 5,800 2,000 Additional paid-in capital 68,200 8,000 Deficit accumulated during exploration stage (20,225) (590) -------- -------- TOTAL STOCKHOLDERS' EQUITY 53,775 9,410 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 53,775 $ 10,000 ======== ========
See Notes to Financial Statements 22 LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Statement of Operations - --------------------------------------------------------------------------------
December 15, 2006 (inception) Year Ended Year Ended through December 31, December 31, December 31, 2007 2006 2007 ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- ---------- ---------- ---------- TOTAL REVENUES -- -- -- OPERATING COSTS General & Administrative Expenses 12,235 590 12,825 Professional Fees 7,400 -- 7,400 ---------- ---------- ---------- TOTAL OPERATING COSTS 19,635 590 20,225 ---------- ---------- ---------- NET INCOME (LOSS) $ (19,635) $ (590) $ (20,225) ========== ========== ========== BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,911,233 2,000,000 ========== ==========
See Notes to Financial Statements 23 LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Statement of Changes in Stockholders' Equity From December 15, 2006 (Inception) through December 31, 2007 - --------------------------------------------------------------------------------
Deficit Accumulated Common Additional During Common Stock Paid-in Exploration Stock Amount Capital Stage Total ----- ------ ------- ----- ----- BALANCE, DECEMBER 15, 2006 -- $ -- $ -- $ -- $ -- Stock issued for cash on December 15, 2006 @ $0.005 per share 2,000,000 2,000 8,000 10,000 Net loss, December 31, 2006 (590) (590) ---------- ------- -------- --------- --------- BALANCE, DECEMBER 31, 2006 2,000,000 $ 2,000 $ 8,000 $ (590) $ 9,410 ========== ======= ======== ========= ========= Stock issued for cash on February 23, 2007 @ $0.005 per share 800,000 800 3,200 4,000 Stock issued for cash on April 5, 2007 @ $0.02 per share 3,000,000 3,000 57,000 60,000 Net loss, December 31, 2007 (19,635) (19,635) ---------- ------- -------- --------- --------- BALANCE, DECEMBER 31, 2007 5,800,000 $ 5,800 $ 68,200 $ (20,225) $ 53,775 ========== ======= ======== ========= =========
See Notes to Financial Statements 24 LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Statement of Cash Flows - --------------------------------------------------------------------------------
December 15, 2006 (inception) Year Ended Year Ended through December 31, December 31, December 31, 2007 2006 2007 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(19,635) $ (590) $(20,225) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Increase (Decrease) in Accounts Payable (590) 590 -- (Increase) Decrease in Deposit (4,750) -- (4,750) -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (24,975) -- (24,975) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 3,800 2,000 5,800 Additional paid-in capital 60,200 8,000 68,200 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 64,000 10,000 74,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH 39,025 10,000 49,025 CASH AT BEGINNING OF PERIOD 10,000 -- -- -------- -------- -------- CASH AT END OF YEAR $ 49,025 $ 10,000 $ 49,025 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ========
See Notes to Financial Statements 25 LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements December 31, 2007 NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Lucky Strike Explorations Inc. (the Company) was incorporated under the laws of the State of Nevada on December 15, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has commenced limited exploration work. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31, year-end. BASIC EARNINGS (LOSS) PER SHARE In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective December 15, 2006 (date of inception). Basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring. 26 LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements December 31, 2007 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) INCOME TAXES Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. RECENT ACCOUNTING PRONOUNCEMENTS In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." SFAS No. 123R replaced SFAS No. 123 and superseded Accounting Principles Board Opinion No. 25. SFAS No. 123R will require compensation costs related to share-based payment transactions to be recognized in the financial statements. The effective date of SFAS No. 123R is the first reporting period beginning after December 15, 2005. The adoption of SFAS No. 123 (revised 2004) should not have a significant impact on the Company's financial position or results of operations until such time the Company has share-based payments. The Company will adopt the provisions of SFAS No. 123R at that time. In December 2004, the FASB issued SFAS No. 153, "Exchanges OF Nonmonetary Assets, an Amendment of APB Opinion No. 29" ("SFAS No. 153"). SFAS No. 153 is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. APB Opinion No. 29, "Accounting for Nonmonetary Transactions," provided an exception to its basic measurement principle (fair value) for exchanges of similar productive assets. Under APB Opinion No. 29, an exchange of a productive asset for a similar productive asset was based on the recorded amount of the asset relinquished. SFAS No. 153 eliminates this exception and replaces it with an exception of exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 became effective for our Company as of July 1, 2005. The Company will apply the requirements of SFAS No. 153 on any future nonmonetary exchange transactions. In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47 "Accounting For Conditional Asset Retirement Obligations--An Interpretation Of FASB Statement No. 143" ("FIN No. 47"). FIN No. 47 clarifies the timing of liability recognition for legal obligations associated with the retirement of a tangible long-lived asset when the timing and/or method of settlement are conditional on a future event. FIN No. 47 is effective for us no later than December 31, 2005. We do not expect that the adoption of FIN No. 47 will have a material impact on our financial condition or results of operations. 27 LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements December 31, 2007 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) FIN No. 47 is effective for the Company no later than December 31, 2005. The Company does not expect that the adoption of FIN No. 47 will have a material impact on its financial condition or results of operations. In May 2005, the FASB issued SFAS No. 154, "Accounting Changes And Error Corrections, A Replacement Of APB No. 20 And FASB Statement No. 3" ("SFAS No. 154"). SFAS No. 154 requires retrospective application to prior periods' financial statements of a voluntary change in accounting principle unless it is impracticable. APB Opinion No. 20 "Accounting Changes," previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. This statement is effective for our Company as of January 1, 2006. The Company does not believe that the adoption of SFAS No. 154 will have a material impact on our financial statements. This statement is effective for the Company as of January 1, 2006. The Company does not believe that the adoption of SFAS No. 154 will have a material impact on its financial statements. NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from December 15, 2006 (date of inception) to December 31, 2007 and generated a net loss of $20,225. This condition raises substantial doubt about the Company's ability to continue as a going concern. Because the Company is currently in the exploration stage and has minimal expenses, management believes that the company's current cash and prepaid deposits of $53,775 is sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until they raise additional funding. NOTE 4. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common. NOTE 5. RELATED PARTY TRANSACTIONS The officers and directors of the Company may, in the future, become involved in other business opportunities as they become available, they may face a conflict in selecting between the Company and their other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. 28 LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements December 31, 2007 NOTE 6. INCOME TAXES As of December 31, 2007 ----------------------- Deferred tax assets: Net operating tax carryforwards $ 20,225 Tax rate 34% -------- Gross deferred tax assets 6,877 Valuation allowance (6,877) -------- Net deferred tax assets $ 0 ======== Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 7. NET OPERATING LOSSES As of December 31, 2007, the Company has a net operating loss carryforward of approximately $20,225. Net operating loss carryforward expires twenty years from the date the loss was incurred. NOTE 8. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On December 15, 2006, the Company issued a total of 2,000,000 shares of common stock to Michael Noble for cash in the amount of $0.005 per share for a total of $10,000. On February 23, 2007, the Company issued a total of 800,000 shares of common stock to Michael Noble for cash in the amount of $0.005 per share for a total of $4,000. On April 5, 2007, the Company issued a total of 3,000,000 shares of common stock from its registered SB-2 offering to 27 shareholders at $.02 per share to raise an aggregate amount of $60,000. As of December 31, 2007 the Company had 5,800,000 shares of common stock issued and outstanding. 29 LUCKY STRIKE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements December 31, 2007 NOTE 9. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of December 31, 2007: Common stock, $ 0.001 par value: 75,000,000 shares authorized; 5,800,000 shares issued and outstanding. 30 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared. Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The officer and directors of Lucky Strike Explorations Inc., whose one year terms will expire 12/31/08, or at such a time as their successor(s) shall be elected and qualified are as follows: Name & Address Age Position Date First Elected Term Expires - -------------- --- -------- ------------------ ------------ Michael Noble 53 President, 12/15/06 12/31/08 8290 W. Sahara Avenue Secretary, Suite 160 Treasurer, Las Vegas, NV 89117 CFO, CEO & Director Christian Jean Prieur 41 Director 12/15/06 12/31/08 Baan Sukhumvit 119/24 Sukhumvit Soi 36 Klong Toey, Bangkok 10110 Thailand The foregoing persons are promoters of Lucky Strike Explorations Inc., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. 31 Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. Mr. Noble currently devotes 5-7 hours per week to company matters, he intends to devote as much time as the board of directors deems necessary to manage the affairs of the company. Mr. Prieur currently devotes 1-2 hours per week to company matters. No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending. RESUMES MICHAEL NOBLE has been the President, Secretary, Treasurer and a Director of the Company since inception. From September 2005 until present he has been a financial consultant for Theravitae, a stem cell research company and Global Satellite Broadcasting Corporation, Ltd., a flat screen advertising company. From July 2002 until September 2005 he was also co-founder and director of Zen-cool, a ginseng health drink company in Bangkok, Thailand. From April 2001 to January 2003 he was co-founder and director of Barclay Spencer International, an insurance and investment firm in Bangkok, Thailand. From March 1995 to April 2001 he was a self-employed financial analyst in Manila, Philippines and Bangkok, Thailand. From March 1985 to September 1994 he was an insurance and financial consultant with Prudential Insurance in Calgary, Canada. CHRISTIAN JEAN PRIEUR has been a Director of the Company since inception. He was the General Manager of The Capitol Club, a private member health & leisure club, located in Bangkok, Thailand from September 1996 to February 2002. From April 2002 to the present, Mr. Prieur has been the General Manager of Sports Engineering and Recreation Asia (Seara) for Southern Thailand, based in Phuket, Thailand. Seara is a trading company involved in the design and supply of fitness and leisure facilities. In June 2004, Mr. Prieur became the Director of his own company called Natural Health Concepts in Phuket, Thailand, where he has since opened two specialty natural juice outlets in Phuket, Thailand. Mr. Prieur earned a Bachelor of Science Degree in Physical Education (Commercial & Corporate Fitness) from California Polytechnic State University San Luis Obispo, in San Luis Obispo, California, USA in June 1990. Mr. Prieur also holds 32 a certificate from the same university as a Fitness Specialist, which was also received in June 1990. ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE
Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name and Plan Compen- Other Principal Stock Option Compen- sation Compen- Position Year Salary Bonus Awards Awards sation Earnings sation Totals - ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ M. Noble 2007 0 0 0 0 0 0 0 0 CEO, 2006 0 0 0 0 0 0 0 0 President, Director CJ Prieur, 2007 0 0 0 0 0 0 0 0 Director 2006 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards ----------------------------------------------------------------- ---------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested - ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ M Noble 0 0 0 0 0 0 0 0 0 CJ Prieur 0 0 0 0 0 0 0 0 0
33 DIRECTOR COMPENSATION
Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash Awards Awards Compensation Earnings Compensation Total ---- ---- ------ ------ ------------ -------- ------------ ----- M Noble 0 0 0 0 0 0 0 CJ Prieur 0 0 0 0 0 0 0
There are no current employment agreements between the company and its executive officer. On December 16, 2006, a total of 2,000,000 shares of common stock were issued to Mr. Noble in exchange for cash in the amount of $10,000, or $.005 per share. On February 23, 2007 a total of 800,000 shares of common stock were issued to Mr. Noble in exchange for cash in the amount of $4,000, or $.005 per share. The terms of these stock issuances were as fair to the company, in the opinion of the board of directors, as could have been made with an unaffiliated third party. Mr. Noble currently devotes approximately 5-7 hours per week to manage the affairs of the company. Mr. Prieur currently devotes 1-2 hours per week to the company. Mr. Noble has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information on the ownership of Lucky Strike Explorations Inc. voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this report: Name of No. of Percentage Beneficial Owner(1) Shares of Ownership: ------------------- ------ ------------- Michael Noble 2,800,000 48% Christian Jean Prieur 0 0% All Officers and Directors as a Group 2,800,000 48% - ---------- (1) Each of the persons named may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended. 34 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On December 16, 2006, a total of 2,000,000 shares of common stock were issued to Mr. Noble in exchange for cash in the amount of $10,000, or $.005 per share. On February 23, 2007 a total of 800,000 shares of common stock were issued to Mr. Noble in exchange for cash in the amount of $4,000, or $.005 per share. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended, and are held by an officer and director of the Company. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The total fees charged to the company for audit services were $5,900 for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended December 31, 2007. For the year ended December 31, 2006, the total fees charged to the company for audit services were $Nil, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil. PART IV ITEM 15. EXHIBITS The following exhibits are included with this filing: Exhibit Number Description ------ ----------- * 3(i) Articles of Incorporation * 3(ii) Bylaws 31 Sec. 302 Certification of CEO/CFO 32 Sec. 906 Certification of CEO/CFO - ---------- * Incorporated by reference to our Form SB-2 Registration Statement, filed under SEC File Number 333-140839 35 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form 10-K and authorized this registration statement to be signed on its behalf by the undersigned, in the city of Las Vegas, state of Nevada, on March 25, 2008. Lucky Strike Explorations Inc. /s/ Michael Noble -------------------------- By: Michael Noble (Principal Executive Officer) In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following person in the capacities and date stated. /s/ Michael Noble March 25, 2008 - ------------------------------------- -------------- Michael Noble, President & Director Date (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) /s/ Christian Jean Prieur March 25, 2008 - ------------------------------------- -------------- Christian Jean Prieur, Director Date 36 EX-31 2 ex31.txt SECTION 302 CERTIFICATION EXHIBIT 31 CERTIFICATION Pursuant to 18 U.S.C. 1350 (Section 302 of the Sarbanes-Oxley Act of 2002) I, Michael Noble, Chief Executive Officer and Chief Financial Officer of Lucky Strike Explorations Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Lucky Strike Explorations Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 25, 2008 By: /s/ Michael Noble --------------------------------------------------- Michael Noble Chief Executive Officer and Chief Financial Officer EX-32 3 ex32.txt SECTION 906 CERTIFICATION EXHIBIT 32 CERTIFICATION Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) In connection with the Annual Report on Form 10-K of Lucky Strike Explorations Inc. (the "Company") for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Michael Noble, as Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 25, 2008 By: /s/ Michael Noble ---------------------------------------- Michael Noble Chief Executive Officer Chief Financial Officer This certification accompanies each Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----