10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2012

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 000-53284

National Graphite Corp.

(formerly Lucky Boy Silver Corp.)

(Exact name of registrant as specified in its charter)

Nevada	26-0665441
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5466 Canvasback Rd.,
Blaine, Washington	98230
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 839-4029

Securities registered under Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act

Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Rule 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 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 Rule 405 of Regulation S-T (§220.405 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 [X] No [  ] Not applicable.

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 statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller 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 Act).

Yes [  ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed third fiscal quarter.

74,653,215 common shares at $0.65 on February 29, 2012, which is the quotation posted on the Over-the-Counter Bulletin Board (“OTC-BB” under the symbol “NGRC”).

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date 75,669,881 common shares issued and outstanding as of August 27, 2012.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable.

NATIONAL GRAPHITE CORP.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to National Graphite Corp., Annual Report on Form 10-K for the Annual period ended May 31, 2012, filed with the Securities and Exchange Commission on August 29, 2012 (the “Form 10-K”), is to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NATIONAL GRAPHITE CORP.

/s/ Kenneth B. Liebscher

By: Kenneth B. Liebscher

President, Chief Executive Officer and Director

(Principal Executive Officer)

Date: September 4, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Kenneth B. Liebscher

By: Kenneth B. Liebscher

President, Chief Executive Officer and Director

(Principal Executive Officer)

Date: September 4, 2012

/s/ Fortunato Villamagna

By: Fortunato Villamagna

Chief Financial Officer, Secretary and Director

(Principal Financial Officer and Principal Accounting Officer)

Date: September 4, 2012

EXHIBIT INDEX

The following is a list of Exhibits required by Item 601 of Regulation S-K. Except for these exhibits indicated by an asterisk which are filed herewith, the remaining exhibits below are incorporated by reference to the exhibit previously filed by us as indicated.

Exhibit Number	Description
(3)	Articles of Incorporation and By-laws
3.1	Articles of Incorporation (incorporated by reference to an exhibit to our registration statement on Form SB-2 filed on October 12, 2007).
3.2	Bylaws (incorporated by reference to an exhibit to our registration statement on Form SB-2 filed on October 12, 2007).
3.3	Amendment to Articles filed with the WY Secretary of State on February 5, 2010 (incorporated by reference to an exhibit to our current report on Form 8-K/A filed on April 2, 2010).
3.4	Certificate of Name Change filed with the WY Secretary of State on February 5, 2010 (incorporated by reference to an exhibit to our current report on Form 8-K/A filed on April 2, 2010).
99.1	Certificate of Change of domicile with the Nevada Secretary of State March 22, 2011 (filed herewith).

(10)	Material Contracts
10.1	Option To Purchase And Royalty Agreement between National Graphite Silver Corp. (formerly Sierra Ventures, Inc.) and Jiujiang Gao Feng Mining Industry Limited Company (incorporated by reference to an exhibit to our registration statement on Form SB-2 filed on October 12, 2007).
10.2	First Amendment to Option to Purchase and Royalty Agreement between National Graphite Silver Corp. (formerly Sierra Ventures, Inc.) and Jiujiang Gao Feng Mining Industry Limited Company dated May 15, 2009 (incorporated by reference to an exhibit to our annual report on Form 10-K filed on September 8, 2009).
10.3	Escrow Agreement dated November 25, 2008 between Ian Jackson, Lucky Boy Silver Corp. (formerly Sierra Ventures, Inc.) and Harcourt Chan (incorporated by reference to an exhibit to our registration statement on Form S-1/A filed on January 14, 2009).
10.4	First Amendment to Option to Purchase and Royalty Agreement between Lucky Boy Silver Corp. (formerly Sierra Ventures, Inc.) and Jiujiang Gao Feng Mining Industry Limited Company dated May 15, 2009 (incorporated by reference to an exhibit to our annual report on Form 10-K filed on September 8, 2009).
10.5	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to our current report on Form 8-K filed on December 31, 2009).
10.6	Letter Agreement dated February 8, 2010 between Ken Liebscher, Monte Cristo Projects LLC and Alan Chambers (incorporated by reference to an exhibit to our current report on Form 8-K filed on March 1, 2010).
10.7	Assignment Agreement dated February 23, 2010 with Ken Liebscher (incorporated by reference to an exhibit to our current report on Form 8-K filed on March 1, 2010).
10.8	Purchase Agreement dated 4/20/12 with Habitants Minerals Ltd. (incorporated by reference to an exhibit to our current report on Form 8-K filed on April 23, 2012).
10.9	Purchase Agreement dated 4/20/12 with GeoXplor Corp. (incorporated by reference to an exhibit to our current report on Form 8-K filed on May 2, 2012).
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics & Compliance Program (incorporated by reference to an exhibit to our registration statement on Form SB-2 filed on October 12, 2007).
(31)	Section 302 Certifications
31.1	Section 302 Certification of Kenneth B. Liebscher
31.2	Section 302 Certification of Fortunato Villamagna
(32)	Section 906 Certifications
32.1	Section 906 Certification of Kenneth B. Liebscher
32.2	Section 906 Certification of Fortunato Villamagna
(101)	XBRL Related Document

101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Presentation Linkbase

* Filed herewith

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Summary of Significant Accounting Polocies

12 Months Ended

May 31, 2012

Accounting Policies [Abstract]

Summary of Significant Accounting Polocies

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises. The Company has elected a May 31 fiscal year end.

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.

Concentration of Credit Risk

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

Cash and Cash Equivalents

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

The Company has established and escrow account wherein $50,000 was deposited in accordance with the mining lease entered into on January 28, 2008. These funds are to be drawn down against work done on the mineral properties including access upgrading, exploration activities and geologist expense related to completing a NI 43-101 report. The balance of this account is recorded as restricted cash on the balance sheet. As of May 31, 2012 and 2011 there was $-0- and $12,786 in restricted cash, respectively.

Impairment or Disposal of Long Lived Assets

In August 2001, ASC Topic, “Accounting for the Impairment or Disposal of Long-Lived Assets” was issued. It clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available.

Fair Value of Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Mineral Property Acquisition Costs

The costs of acquiring mineral properties are capitalized and amortized over their estimated useful lives following the commencement of production or expensed if it is determined that the mineral property has no future economic value or the properties are sold or abandoned.

Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.

The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon the Company's ability to recover its spent costs from the sale of its interests. The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values.

The capitalized amounts may be written down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. Management of the Company reviews the carrying value of each mineral property interest quarterly, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows.

Exploration and Development Costs

Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven (measured) and probable (indicated) reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.

Impairment of Mineral Rights

The Company reviews mineral rights for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the company's current business model. During the years ended May 31, 2012 and 2011, the Company recorded impairment to mineral rights of $-0- and $57,500, respectively.

Asset Retirement Obligations

The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The adoption of this standard has had no effect on the Company's financial position or results of operations. As of May 31, 2012 any potential costs relating to the ultimate disposition of the Company's mineral property interests have not yet been determinable.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with ASC 718 “Stock Compensation.” The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

Income Taxes

The Company has adopted the ASC 740 “Income Taxes” as of its inception. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per share in accordance with ASC 260 “Earnings per Share”. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. As of May 31, 2012 and 2011, there were 356,154 common stock warrants outstanding, none of which were considered “in the money” at May 31, 2012.

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.

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Going Concern

12 Months Ended

May 31, 2012

Risks and Uncertainties [Abstract]

Going Concern

NOTE 2 – GOING CONCERN

The Company’s financial statements at May 31, 2012 and 2011 and for the period October 19, 2006 (inception) through May 31, 2012 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company incurred a loss of $1,411,956 for the period from October 19, 2006 (inception) through May 31, 2012. In addition, the Company has not generated any revenues and no revenues are anticipated until the Company begins extracting and selling ore, and there is no assurance that commercially viable deposits exist 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.

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

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Condensed Balance Sheets (Unaudited) (USD $)	May 31, 2012	May 31, 2011
CURRENT ASSETS
Cash	$ 108,209	$ 146,589
Restricted cash		12,786
Prepaid expenses	3,500	155,150
Total Current Assets	111,709	314,525
PROPERTY AND EQUIPMENT, net	1,350	2,158
OTHER ASSETS
Deposits	26,400	1,200
Mineral interests	401,389	2,900
Total Other Assets	427,789	4,100
TOTAL ASSETS	540,848	320,783
CURRENT LIABILITIES
Accounts payable and accrued expenses	1,595	5,984
Total Current Liabilities	1,595	5,984
STOCKHOLDERS' EQUITY
Preferred stock, 1,000,000 shares authorized at par value of $0.001; 675,000 and 675,000 shares issued and outstanding, respectively	675	675
Common stock, 499,000,000 shares authorized at par value of $0.001; 75,153,214 and 74,153,214 shares issued and outstanding, respectively	75,153	74,153
Additional paidin capital	1,875,322	1,276,322
Other comprehensive income	59	59
Deficit accumulated during the exploration stage	(1,411,956)	(1,036,410)
Total Stockholders' Equity	539,253	314,799
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 540,848	$ 320,783

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Condensed Statements of Cash Flows (Unaudited) (USD $)	12 Months Ended		67 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (375,546)	$ (658,714)	$ (1,411,956)
Depreciation	808	270	1,078
Contributed services by an officer			150
Other comprehensive loss			59
Amortization of prepaid expense	137,849	412,250	561,000
Common stock issued for services			120,000
Impairment of mineral interests		57,500	112,101
Changes to operating assets and liabilities:
Restricted cash	12,786	30,714
Prepaid assets	13,801	(6,400)	(3,500)
Deposits	(25,200)		(26,400)
Accounts payable	(4,389)	4,904	1,595
Net Cash Used in Operating Activities	(239,891)	(159,476)	(645,873)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment		(2,428)	(2,428)
Purchase of mineral interests	(98,489)	(2,900)	(153,490)
Net Cash Used in Investing Activities	(98,489)	(5,328)	(155,918)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions			10,000
Common stock issued for cash	300,000	265,000	900,000
Net Cash Provided by Financing Activities	300,000	265,000	910,000
NET INCREASE (DECREASE) IN CASH	(38,380)	100,196	108,209
CASH AT BEGINNING OF PERIOD	146,589	46,393
CASH AT END OF PERIOD	108,209	146,589	108,209
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest
Income Taxes
NON CASH FINANCING ACTIVITIES:
Preferred stock issued in conversion of common stock		67,500	67,500
Common stock issued for prepaid expenses		561,000	561,000
Common stock issued for mineral interests	$ 300,000		$ 360,000

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NatureOfOperations

12 Months Ended

May 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature Of Operations

NOTE 1 – NATURE OF OPERATIONS

National Graphite Corporation formerly known as Lucky Boy Silver Corporation, which was formerly known as Sierra Ventures, Inc. (“the Company”) was incorporated under the laws of the State of Wyoming on October 19, 2006. On May 8, 2012 the Company filed an Amendment to Articles with and changes its name from “Lucky Boy Silver Corporation” to “National Graphite Corporation.” On February 5, 2010 the Company filed an Amendment to Articles with the Wyoming Secretary of State and changed its name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corporation.” On March 22, 2011, the Company pursuant to Wyoming and Nevada law converted from a Wyoming corporation to a Nevada corporation.

The Company is an “exploration stage company” as defined in the ASC Topic Accounting and Reporting by Development Stage Companies. The Company is devoting its resources to establishing the new business, and its planned operations have not yet commenced, accordingly, no revenues have been earned during the period from October 19, 2006 (date of inception) to May 31, 2012.

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Condensed Balance Sheets (Parenthetical) (USD $)	May 31, 2012	May 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	675,000	675,000
Preferred stock, shares outstanding	675,000	675,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	499,000,000	499,000,000
Common stock, shares issued	75,153,214	74,153,214
Common stock, shares outstanding	75,153,214	74,153,214

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Document and Entity Information (USD $)	12 Months Ended
	May 31, 2012	Aug. 27, 2012
Document And Entity Information
Entity Registrant Name	Lucky Boy Silver Corp.
Entity Central Index Key	0001409432
Document Type	10-K
Document Period End Date	May 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float	$ 48,524,590
Entity Common Stock, Shares Outstanding		75,669,881
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2012

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Condensed Statements of Operations (Unaudited) (USD $)	12 Months Ended		67 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012
Income Statement [Abstract]
REVENUES
Exploration of resource property	27,316	28,829	91,145
Impairment of mineral interests		57,500	115,000
Depreciation	808	270	1,078
Professional fees	256,566	538,333	996,085
General and administrative expenses	90,856	33,782	208,648
Total Operating Expenses	375,546	658,714	1,411,956
LOSS FROM OPERATIONS	(375,546)	(658,714)	(1,411,956)
PROVISION FOR INCOME TAXES
NET LOSS	$ (375,546)	$ (658,714)	$ (1,411,956)
BASIC AND DILUTED LOSS PER SHARE	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	74,308,694	113,518,887

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Stockholders' Equity

12 Months Ended

May 31, 2012

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 6 – STOCKHOLDERS’ EQUITY

The Company’s authorized capital consists of 1,000,000 preferred shares with 675,000 preferred shares issued and outstanding at a par value of $0.001 per preferred share. Common stock consists of 499,000,000 authorized shares of $0.001 par value common stock. As of May 31, 2012 and 2011 there were 75,153,214 and 74,153,214 shares issued and outstanding, respectively.

Effective April 6, 2010, the Company conducted a 15:1 forward stock split of its common stock. The split 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. The Company’s statements of stockholders’ equity have been retroactively restated to reflect the split.

Common Stock Activity, Fiscal Year Ended May 31, 2012

The Company issued 500,000 shares of its common stock at $0.60 per share for $300,000 cash. The shares issued were valued at the cash price per share received. The Company also issued 500,000 shares of its common stock at $0.60 for acquisition of mineral interests in Carson City, NV. The shares issued were valued at the value of the most recent issuance of common stock for cash.

Common Stock Activity, Fiscal Year Ended May 31, 2011

On January 3, 2011 the Company exchanged 67,500,000 common shares for 675,000 preferred shares with 1 to 100 voting and conversion ratio preferred to common shares. On December 29, 2010, the Company issued 360,000 common shares for consulting services to be rendered from the date of issuance to March 31, 2011. On the same date the Company issued 300,000 common shares for services to be performed from the date of issuance for a twelve month period with automatic renewal for another twelve month period unless notice of termination is received by either party 30 days in advance. The consulting services have been recorded as a prepaid expense and are being amortized over the life of the contracts. On December 15, 2010, the Company issued 47,060 common shares for $40,000 cash.

On October 25, 2010 the Company issued 356,154 units consisting of one share of common stock and one warrant for cash at $0.63 per share. The attached warrants are exercisable for two years from issuance and have an exercise price of $0.85 per share for one year from issuance which increased to $1.05 in the second year. The Company used the Black-Scholes option pricing model to value the warrants based on the terms of the warrant, a volatility of 350 percent, risk free rate of 0.37 percent, and a stock price and issuance of $0.65. Based on this calculation, the Company determined that the relative fair value of the warrants is $136,699 and allocated this amount of the additional paid-in capital to the warrants.

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Mineral Interests

12 Months Ended

May 31, 2012

Mineral Properties, Net [Abstract]

MINERAL INTERESTS

NOTE 5 – MINERAL INTERESTS

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 options on the mineral properties, 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 2010 the Company had a preliminary geology study performed to assess the potential reserves of these newly acquired claims. Based on this report and managements future expectations of additional capital expenditures and future cash flows of the claims, management determined that the carrying value of the claims be fully impaired to a net book value of $-0-. This resulted in the Company recognizing a $-0- and $57,500 of impairment charges recorded in operating expenses during the years ended May 31, 2012 and 2011, respectively. 

During the year ended May 31, 2012 the Company incurred various costs of exploration and development on mining claims owned by the Company located in the Candelaria region of Nevada. The ongoing acquisition costs incurred with respect to these claims have been capitalized as mineral interests and total $48,490 as of May 31, 2012.

On April 20, 2012, the Company entered into an agreement to purchase mineral claims in Quebec, Canada. The purchase is not complete due to the fact that the Company is waiting for registration approval from the Quebec government. As consideration for the acquisition, the Company agreed to pay $50,000 in cash and issue 100,000 shares of common stock. The Company has paid $25,000 in cash, which is held in a deposit until the purchase is closed. As of May 31, 2012, the Company has not issued the agreed upon shares of common stock as it is awaiting registration approval of the mineral claims by the Quebec government to do so.

On April 24, 2012, the Company entered into an agreement to purchase mineral claims in Carson City, Nevada. As consideration for the purchase, the Company agreed to pay a total $425,000 in cash and to issue a total 2,500,000 shares of common stock. The Company has also agreed to a work commitment of no less than $1,000,000 in exploration and development costs over the next 48 months. As of May 31, 2012, the Company has paid $50,000 in cash and has issued 500,000 shares of common stock under the following payment structure:

a) Cash Consideration:

i)	USD $50,000 upon the signing of the Agreement (the “Effective Date” ),
ii)	an additional USD $25,000 on or before 6 months from the Effective Date ,
iii)	an additional USD $25,000 on or before 12 months from the Effective Date,
iv)	an additional USD $50,000 on or before 18 months from the Effective Date,
v)	an additional USD $75,000 on or before 24 Months from the Effective Date,
vi)	an additional USD $50,000 on or before 30 months from the Effective Date,
vii)	an additional USD $50,000 on or before 36 months from the Effective Date,
viii)	an additional USD $50,000 on or before 42 months from the Effective Date,
ix)	an additional USD $50,000 on or before 48 months from the Effective Date (for a total cash consideration of $425,000).

b) Stock Consideration:

i)	500,000 shares upon the signing of the Agreement (the “Effective Date“),
ii)	500,000 shares on or before 6 months from the Effective Date,
iii)	500,000 shares on or before 18 months from the Effective Date,
iv)	500,000 shares on or before 24 months from the Effective Date,
v)	500,000 shares on or before 48 months from the Effective Date, (for a total stock consideration of 2,500,000 common shares).

c) Work Commitment:

The Company has agreed to provide funds for the conduct of a program of work to be undertaken by the seller for the benefit of the property of not less than USD $1,000,000 over 4 years as follows:

i)	$100,000 on or before 12 months from the Effective Date,
ii)	$300,000 on or before 24 months from the Effective Date,
iii)	$300,000 on or before 36 months from the Effective Date,
iv)	$300,000 on or before 48 months from the Effective Date.

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Subsequent Events

12 Months Ended

May 31, 2012

Subsequent Events [Abstract]

Subsequent Events

NOTE 9 – SUBSEQUENT EVENTS

On July 18, 2012, the Company issued 416,667 shares of common stock at $0.60 per share for cash proceeds of $250,000. On July 27, 2012, the Company paid the remaining $25,000 and on July 23, 2012 the Company issued the remaining 100,000 shares of common stock required for the transfer of mineral claims located in Quebec, Canada which were acquired during the fiscal year ended May 31, 2012.

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.

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Stock Options And Warrants

12 Months Ended

May 31, 2012

Warrants and Rights Note Disclosure [Abstract]

Stock Options And Warrants

NOTE 7 – STOCK OPTIONS AND WARRANTS

The Company utilizes the Black-Scholes option-pricing model for calculating the fair value of the options granted as defined by ASC Topic 718, which is an acceptable valuation approach under ASC 718. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock.

Projected data related to the expected volatility and expected life of stock options is based upon historical and other information, and notably, the Company's common stock has limited trading history. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore, the existing valuation models do not provide a precise measure of the fair value of the Company's employee stock options.

On October 25, 2010 the Company issued 356,154 units consisting of one share of common stock and one warrant for cash at $0.63 per share. The attached warrants are exercisable for two years from issuance and have an exercise price of $0.85 per share for one year from issuance which increased to $1.05 in the second year. The Company used the Black-Scholes option pricing model to value the warrants based on the terms of the warrant, a volatility of 350 percent, risk free rate of 0.37 percent, and a stock price and issuance of $0.63. Based on this calculation, the Company determined that the relative fair value of the warrants is $136,699 and allocated this amount of the additional paid-in capital to the warrants.

A summary of all warrants outstanding and exercisable as of May 31, 2012 and changes during the year then ended is set forth below:

Options	Shares		Weighted  Average  Exercise  Price		Weighted  Average  Remaining  Contractual  Life (Years)		Aggregate  Intrinsic  Value
Outstanding at the beginning of period		356,154	$	0.38		1.41	$	136,699
Granted		-		-		-		-
Expired		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Outstanding at the end of Period		356,154		0.38		0.40		136,699
Exercisable at the end of Period		356,154	$	0.38		0.40	$	136,699

A summary of all employee options outstanding and exercisable under the plan as of May 31, 2011 and changes during the year then ended is set forth below:

Options	Shares		Weighted  Average  Exercise  Price		Weighted  Average  Remaining  Contractual  Life (Years)		Aggregate  Intrinsic  Value
Outstanding at the beginning of period		-	$	-		-	$	-
Granted		356,154		0.38		1.41		136,699
Expired		-		-		-		-
Forfeited		-		-		-		-
Outstanding at the end of Period		356,154		0.38		1.41		136,699
Exercisable at the end of Period		356,154	$	0.38		1.41	$	136,699

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Income Taxes

12 Months Ended

May 31, 2012

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 8 – INCOME TAXES

The Company follows ASC 740, under which deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

The cumulative tax effect at the expected rate of 34 percent of significant items comprising our net deferred tax amount is as follows:

	May 31, 2012			May 31, 2011
Income tax benefit attributable to:
Net operating loss	$	25,686		$	64,248	)
Change in valuation allowance		(25,686	)		(64,248	)
Net refundable amount	$	-		$	-

The cumulative tax effect at the expected rate of 34 percent of significant items comprising our net deferred tax amount is as follows:

	May 31, 2012			May 31, 2011
Deferred tax asset attributable to:
Net operating loss carryover	$	79,568		$	53,882	)
Valuation allowance		(79,568	)		(53,882	)
Net deferred tax asset	$	-		$	-

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Condensed Statements of Stockholders' Equity (Unaudited) (USD $)	Preferred Stock	Common Stock	Additional Paid-In Capital	Stock Subscription Payable	Other Comprehensive Income	Deficit Accumulated During the Exploration Stage	Total
Balance at Aug. 18, 2006
Balance, shares at Aug. 18, 2006
Common shares issued for cash		103,500	(88,500)				15,000
Common shares issued for cash, shares		103,500,000
Currency exchange loss/gain					(2)		(2)
Contributed Administrative Support & other services rendered by officers			100				100
Net loss for the year						(5,816)	(5,816)
Balance at May. 31, 2007		103,500	(88,400)		(2)	(5,816)	9,282
Balance, shares at May. 31, 2007		103,500,000
Currency exchange loss/gain					61		61
Contributed Administrative Support & other services rendered by officers			50				50
Net loss for the year						(56,311)	(56,311)
Balance at May. 31, 2008		103,500	(88,350)		59	(62,127)	(46,918)
Balance, shares at May. 31, 2008		103,500,000
Common shares issued for cash		30,000	70,000				100,000
Common shares issued for cash, shares		30,000,000
Net loss for the year						(51,016)	(51,016)
Balance at May. 31, 2009		133,500	(18,350)		59	(113,183)	2,026
Balance, shares at May. 31, 2009		133,500,000
Common shares issued for cash		6,375	163,625	50,000			220,000
Common shares issued for cash, shares		6,375,000
Capital contribution			10,000				10,000
Common stock issued for services		440	119,560				120,000
Common stock issued for services, shares		440,000
Common stock issued for mining claims		150	59,850				60,000
Common stock issued for mining claims, shares		150,000
Net loss for the year						(264,513)	(264,513)
Balance at May. 31, 2010		140,465	334,685	50,000	59	(377,696)	147,513
Balance, shares at May. 31, 2010		140,465,000
Common shares issued for cash		403	264,597				264,000
Common shares issued for cash, shares		403,214
Currency exchange loss/gain
Common stock issued for services		660	560,340				561,000
Common stock issued for services, shares		660,000
Common stock issued pursuant to stock subscription payable		125	49,875	(50,000)
Common stock issued pursuant to stock subscription payable, shares		125,000
Common stock exchanged for preferred stock	675	(67,500)	66,825
Common stock exchanged for preferred stock, shares	675,000	(67,500,000)
Net loss for the year						(658,714)	(658,714)
Balance at May. 31, 2011	675	74,153	1,276,322		59	(1,036,410)	314,799
Balance, shares at May. 31, 2011	675,000	75,153,214
Common shares issued for cash		500	299,500
Common shares issued for cash, shares		500,000
Currency exchange loss/gain
Common stock issued for mining claims		500	299,500				300,000
Common stock issued for mining claims, shares		500,000
Net loss for the year						(375,546)	(375,546)
Balance at May. 31, 2012	$ 675	$ 75,153	$ 1,875,322		$ 59	$ (1,411,956)	$ 539,253
Balance, shares at May. 31, 2012	675,000	75,153,214

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Property And Equipment

12 Months Ended

May 31, 2012

Property, Plant and Equipment [Abstract]

Property And Equipment

NOTE 4 – PROPERTY AND EQUIPMENT

The Company’s property and equipment consist of the following amounts as of May 31, 2012 and 2011:

	May 31, 2012			May 31, 2011
Computer equipment	$	2,428		$	2,428
Accumulated depreciation		(1,078	)		(270	)
Total	$	1,350		$	2,158

Depreciation expense was $808 and $270, for the years ended May 31, 2012 and 2011, respectively.