S-1 1 t71028_s1.htm FORM S-1 t71028_s1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

LUCKY BOY SILVER CORP.
(Exact name of Registrant as specified in its charter)

Nevada
1040
27-3787574
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
 
7230 Indian Creek Ln., Ste 201,
Las Vegas, NV 89149
(702) 839-4029
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Kenneth B. Liebscher
President and Chief Executive Officer
7230 Indian Creek Ln., Ste 201,
Las Vegas, NV 89149
(702) 839-4029
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
 
Dr. Fortunato Villamagna
CFO and Secretary
7230 Indian Creek Ln., Ste 201,
Las Vegas, NV 89149
(702) 839-4029
 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
 
CALCULATION OF REGISTRATION FEE
 
 
 
   
Title of each class
of securities to be
registered (1)
Amount to be
registered
Proposed
maximum
offering price
per share(2)
Proposed
maximum
aggregate offering
price (US$)
Amount of
registration
fee
 
       
Common Stock, $0.001
par value
 
7,263,214 (3)
$0.55
$3,994,768
$464
 
(1) An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.
 
(2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, (the “Securities Act) based upon the closing sales price of the common stock on June 10, 2011, as reported on OTCBB, which was $0.55 per share.
 
(3) Represents shares of our common stock that were previously acquired by and issued to the Selling Shareholders in private transactions directly with us or with one of our affiliates. All of these shares are offered by the Selling Shareholders.
 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
 


 
 

 
 
PROSPECTUS
 
LUCKY BOY SILVER CORP.
 
7,263,214 SHARES OF COMMON STOCK
 
The information in this prospectus is not complete and may be changed. The Selling Shareholders may not sell these securities until this registration statement is declared effective by the United States Securities and Exchange Commission. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
Subject to Completion
 
June 24, 2011
 
Lucky Boy Silver Corp. , or the “Company”, “us”, “we”, “our”, is registering a total of 7,263,214  shares of our common stock for sale by current shareholders as detailed under ‘Selling Shareholders” further in this Registration Statement (the “Selling Shareholders”). 
 
These shares were acquired by the Selling Shareholders directly from us in private offerings that were exempt from registration requirements of the Securities Act of 1933.  The Selling Shareholders may not offer or sell their shares of our common stock until this registration statement is declared effective.
 
The Selling Shareholders (which term as used herein includes their pledgees, assignees, or other successors-in-interest) may offer and sell any of the shares of common stock from time to time at fixed prices, at market prices or at negotiated prices, and may engage a broker, dealer or underwriter to sell the shares.  For additional information on the possible methods of sale that may be used by the Selling Shareholders, you should refer to the section entitled “Plan of Distribution” on page 56 of this prospectus.  We will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders.
 
No underwriter or other person has been engaged to facilitate the sale of shares of our common stock in this offering.  The Selling Shareholders may be deemed underwriters of the shares of our common stock that they are offering.  We will bear all costs, expenses and fees in connection with the registration of these shares.  The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of shares.
 
Neither the Securities and Exchange Commission nor any state regulatory authority has approved or disapproved of these securities, endorsed the merits of this offering, or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
An investment in our securities is speculative. Investors should be able to afford the loss of their entire investment.  See the section entitled “Risk Factors” beginning on Page 4 of this prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.
 
This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall the selling security holders sell any of these securities in any state where such an offer or solicitation would be unlawful before registration or qualification under such state’s securities laws.
 
 
 

 
 
You should rely only on the information contained in this prospectus.  We have not authorized anyone to provide you with information different from that contained in this prospectus.  The selling shareholders are offering to sell, and seeking offers to buy, their common shares, only in jurisdictions where offers and sales are permitted.  The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares. 
 
The date of this prospectus is June10, 2011
 
The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
 
 
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TABLE OF CONTENTS
 
 
1
 
3
 
4
 
10
 
11
 
11
 
11
 
12
 
16
 
24
 
25
 
29
 
45
 
49
 
51
 
52
 
53
 
55
 
57
 
62
 
62
 
63
 
63
 
63
 
64
 

 
You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.
 
 
-i-

 
 
 
This summary highlights key aspects of the information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read the entire prospectus carefully, especially the risks of investing in our common stock that we discuss under the “Risk Factors” section and the financial statements and the notes to those statements. References in this prospectus to “we,” “us,” “our,” “company” and “Luck Boy” refer to Lucky Boy Silver Corp.
 
Overview
 
We are a start-up, exploration stage, company engaged in the search for gold, silver and related minerals. Currently our business plan is to proceed with exploration on the Company’s Black Butte and Silver Strike projects to determine if there are commercially exploitable deposits of gold and silver, and if we decide not to proceed, to seek other mineral exploration properties as more fully described under the section entitled “The Business”. Our mineral properties are without known reserves and our proposed program is exploratory in nature. There is no assurance that commercially viable mineral deposits exist on our mineral properties. Further exploration and/or drilling will be required before a final evaluation as to the economic and legal feasibility of our projects is determined.
 
Risks Associated With Our Business
 
Our business is subject to numerous risks, as discussed more fully in the section entitled “Risk Factors” immediately following this prospectus summary on page 4.
 
We have a limited operating history and may be unable to accurately predict our future performance.  We may be unable, for many reasons, including those that are beyond our control, to implement our current business strategy.
 
Corporate Information
 
We were incorporated in the State of Wyoming on October 19, 2006, as Sierra Ventures, Inc. and established a fiscal year end of May 31. Our statutory registered agent’s office is located at 701 N. Green Valley Pkwy, Ste 200-238, Henderson, NV 89074 and our business office is located at 7230 Indian Creek Ln., Ste 201, Las Vegas, NV 89149. Our telephone number is (702) 839-4029. On February 5, 2010 we filed an Amendment to Articles with the Wyoming Secretary of State and changed our name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corp.”  We changed the name of our company to better reflect the direction and business of our company.
 
The Offering
 
The 7,263,214 shares of our common stock being registered by this prospectus for the Selling Shareholders represent approximately 9.8% of our issued and outstanding common stock as of June 24, 2011, excluding conversion of our outstanding preferred stock and exercise of outstanding warrants.  
 
Securities Offered:
 
7,263,214 shares of our common stock being offered by the Selling Shareholders.
 
 
 

 
 
Price Per Share:
 
The Selling Shareholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.
     
Maximum and Minimum Number of Securities to be Sold in this Offering:
 
No minimum.  The Selling Shareholders may sell up to 7,263,214 shares of our common stock.
     
Securities Issued and to be Issued:
 
As of June 24, 2011 we had 74,153,214 shares of our common stock, 675,000 shares of our preferred stock and one warrant exercisable for 356,154 shares of our common stock issued and outstanding.
 
Our common stock is quoted on the OTC Bulletin Board under the symbol “LUCB.OB”. Trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect on the market price for our common stock.
     
Proceeds:
 
We will not receive any proceeds from the sale of our common stock by the Selling Shareholders.  
 
 
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The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and the accompanying financial statements and related notes included elsewhere in this prospectus.
 
 
Three Months Ended February 28, 2011
(unaudited)
($)
Nine Months Ended February 28, 2011
(unaudited)
($)
Year Ended May 31, 2010
 ($)
Period from inception on October 19, 2006 to February 28, 2011
(unaudited)
($)
 
 Revenues
 
-
 
-
 
-
 
-
 
 Expenses
 
288,500
 
366,010
 
264,513
 
743,706
 
 Net Profit (Loss)
 
(288,500)
 
(366,010)
 
(264,513)
 
(743,706)
 
 Net Profit (Loss) per share
 
(0.00)
 
(0.00)
 
(0.00)
 
(0.00)
 
 
As at February 28, 2011
(unaudited)
($)
Year Ended May 31, 2010
($)
Year Ended May 31, 2009
($)
 
 Working Capital (Deficiency)
 
546,442
 
88,813
 
2,026
 
 Total Current Assets
 
549,788
 
89,893
 
5,351
 
 Total Current Liabilities
 
3,346
 
1,080
 
3,325
 
 
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Investing in our common stock involves a high degree of risk.  You should carefully consider the following risk factors, as well as the other information in this prospectus, before deciding whether to invest in shares of our common stock.  If any of the following risks actually occur, our business, financial condition and results of operations would suffer.  In that case, the trading price of our common stock would likely decline and you might lose all or part of your investment in our common stock.  The risks described below are not the only ones we face.  Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our operations and business results.
 
Risks Associated With Our Business
 
We are an exploration stage company, lack a business history and have losses that we expect to continue into the future. If the losses continue we will have to suspend operations or cease functioning.
 
We were incorporated in the State of Wyoming on October 19, 2006, and have only started our proposed business but have not realized any revenues. We have no business history upon which an evaluation of our future success or failure can be made. As of February 28, 2011 our net loss since inception was $743,706. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
 
 
our ability to find a profitable exploration property;
 
 
our ability to generate revenues; and
 
 
our ability to reduce exploration costs.
 
Because of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail and investors may lose their entire investment.
 
We are in the very early exploration stage and cannot guarantee that our exploration work will be successful or that any minerals will be found or that any production of minerals will be realized. The search for valuable minerals as a business is extremely risky.  We can provide investors with no assurance that exploration on our properties will establish that commercially exploitable reserves of minerals exist on our property.  Additional potential problems that may prevent us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of commercially exploitable reserves of minerals on our property our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.
 
Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.
 
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.  The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits.  Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.  If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims.  If this happens, our business will likely fail.
 
 
-4-

 
 
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.
 
The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.
 
We have no known mineral reserves and we may not find any gold or silver if we find gold or silver it may not be in economic quantities. If we fail to find any gold or silver or if we are unable to find gold or silver in economic quantities, we will have to suspend operations.
 
We have no known mineral reserves. Even if we find gold or silver, it may not be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold or silver in sufficient quantity to warrant recovery it ultimately may not be recoverable. Finally, even if any gold or silver is recoverable, we do not know that this can be done at a profit. Failure to locate gold or silver in economically recoverable quantities will cause us to suspend operations.
 
The potential profitability of mineral ventures depends in part upon factors beyond the control of our company and even if we discover and exploit mineral deposits, we may never become commercially viable and we may be forced to cease operations.
 
The commercial feasibility of mineral properties is dependent upon many factors beyond our control, including the existence and size of mineral deposits in the properties we explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental regulation.  These factors cannot be accurately predicted and any one or a combination of these factors may result in our company not receiving an adequate return on invested capital.  These factors may have material and negative effects on our financial performance and our ability to continue operations.
 
We may be adversely affected by fluctuations in ore and precious metal prices.
 
The value and price of our shares of common stock, our financial results, and our exploration, development and mining activities, if any, may be significantly adversely affected by declines in the price of precious metals and ore.  Mineral prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of mineral producing countries throughout the world.
 
The prices used in making resource estimates for mineral projects are disclosed, and generally use significantly lower metal prices than daily metals prices quoted in the news media. The percentage change in the price of a metal cannot be directly related to the estimated resource quantities, which are affected by a number of additional factors. For example, a 10% change in price may have little impact on the estimated resource quantities, or it may result in a significant change in the amount of resources.
 
Transportation difficulties and weather interruptions may affect and delay our proposed mining operations and impact our proposed business.
 
 
-5-

 
 
Our mineral properties are accessible by road. The climate in the area is hot and dry in the summer but cold and subject to snow in the winter, which could at times hamper accessibility depending on the winter season precipitation levels. As a result, our exploration plans could be delayed for several months each year.
 
Supplies needed for exploration may not always be available.
 
Competition and unforeseen limited sources of supplies needed for our proposed exploration work could result in occasional spot shortages of supplies of certain products, equipment or materials. There is no guarantee we will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms. Such delays could affect our proposed business plans.
 
Management will devote only a limited amount of time to Lucky Boy’s business. Failure of our management to devote a sufficient amount of time to our business plans may adversely affect the success of our business.
 
Mr. Kenneth B. Liebscher will be devoting approximately 20 hours per week to Lucky Boy’s business. Failure of our management to devote a sufficient amount of time to our business plans may adversely affect the success of our business.
 
Management lacks formal training in mineral exploration.
 
Our officers and directors have no professional accreditation or formal training in the business of exploration. With no direct training or experience in these areas our management may not be fully aware of many of the specific requirements related to working within this industry. Decisions so made without this knowledge may not take into account standard engineering management approaches that experienced exploration corporations commonly make. Consequently, our business, earnings and ultimate financial success could suffer irreparable harm as a result of management’s lack of experience in the industry. Thus, we will retain such technical experts as are required to provide professional and technical guidance.
 
We require substantial funds merely to determine if mineral reserves exist on our mineral properties.
 
Any potential development and production of our exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand our plans on these exploration properties will involve the consideration and evaluation of several significant factors including, but not limited to:
 
 
Costs of bringing the property into production including exploration work, preparation of production feasibility studies and construction of production facilities;
 
 
Availability and costs of financing;
 
 
Ongoing costs of production;
 
 
Market prices for the products to be produced;
 
 
Environmental compliance regulations and restraints; and
 
 
Political climate and/or governmental regulation and control.
 
 
-6-

 
 
Risks Associated With Our Common Stock
  
We do not intend to pay dividends on any investment in the shares of stock of our company.
 
We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future.  To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend.  Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price.  This may never happen and investors may lose all of their investment in our company.
 
Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and may experience further dilution.
 
We are authorized to issue up to 499,000,000 shares of common stock, of which 74,153,214 shares are issued and outstanding as of June 24, 2011 and 1,000,000 shares of preferred stock, of which 675,000 shares are issued and outstanding as of June 24, 2011. Our board of directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future.
 
A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.
 
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital.  Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock.  If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations.  As a result, our business may suffer, and not be successful and we may go out of business.  We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.
 
Our stock is a penny stock.  Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.
 
Our stock is a penny stock.  The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”.  The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
 
 
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FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
 
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
 
Risks Related To Our Financial Results and Need For Additional Financing
 
Our auditors’ reports contain a statement that our net loss and limited working capital raise substantial doubt about our ability to continue as a going concern.
 
Our independent registered public accountants have stated in their report, included in this annual report that our significant operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. We had net losses of $264,513 and $51,056, respectively, for the fiscal years ended May 31, 2010 and 2009. We will be required to raise substantial capital to fund our capital expenditures, working capital and other cash requirements since our current cash assets are exhausted. We are currently searching for sources of additional funding, including potential joint venture partners, while we continue the initial exploration phase on our mining claims. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.
 
We will need additional capital to achieve our current business strategy and our inability to obtain additional financing will inhibit our ability to expand or even maintain our research, exploration and development efforts.
 
In addition to our current accumulated deficit, we expect to incur additional losses in the foreseeable future. Until we are able to determine if there are mineral deposits available for extraction on our properties, we are unlikely to be profitable. Consequently, we will require substantial additional capital to continue our exploration and development activities. There is no assurance that we will not incur additional and unplanned expenses during our continuing exploration and development activities. When additional funding is required, we intend to raise funds either through private placements or public offerings of our equity securities. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.
 
 
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If we are unable to secure adequate sources of funds, we may be forced to delay or postpone the exploration, development and research of our properties, and as a result, we might be required to diminish or suspend our business plans. These delays in development would have an adverse effect on our ability to generate revenues and could require us to possibly cease operations. In addition, such inability to obtain financing on reasonable terms could have a negative effect on our business, operating results or financial condition to such extent that we are forced to restructure, file for bankruptcy protection, sell assets or cease operations, any of which could put your investment dollars at significant risk.
 
We are incurring increased costs as a result of being a publicly-traded company.
 
As a public company, we incur significant legal, accounting and other expenses that we would not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. For example, as a result of becoming a public company, we have adopted policies regarding internal controls and disclosure controls and procedures. In addition, we have incurred additional costs associated with our public company reporting requirements. These new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs and/or whether we will be able to raise the funds necessary to meet the cash requirements for these costs.
 
Because we may never earn revenues from our operations, our business may fail and then investors may lose all of their investment in our company.
 
We have no history of revenues from operations. We have never had significant operations and have no significant assets.  We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably.  Our company has a limited operating history and is in the exploration stage.  The success of our company is significantly dependent on the uncertain events of the discovery and exploitation of mineral reserves on our properties or selling the rights to exploit those mineral reserves.  If our business plan is not successful and we are not able to operate profitably, then our stock may become worthless and investors may lose all of their investment in our company.
 
Prior to completion of the exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims in the future, 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 we can provide no assurance that we will generate any revenues or ever achieve profitability.  If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.
 
 
-9-

 
 
 
This prospectus contains forward-looking statements that involve risks and uncertainties, principally in the sections entitled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” All statements other than statements of historical fact contained in this prospectus, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements.  We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “contemplate,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “project,” “should,” “will” or “would” or the negative of these terms or other comparable terminology.  Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  Moreover, we operate in a very competitive and rapidly changing environment.  New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.
 
You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus.  Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this prospectus could negatively affect our business, operating results, financial condition and stock price.  Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations.
 
 
-10-

 
 
 
We will not receive any proceeds from the resale of shares of our common stock by the Selling Stockholders covered by this prospectus; however, we will receive proceeds from cash payments made in connection with the exercise of warrants held by Selling Stockholders that are covered by this prospectus. We expect to use the proceeds received from the exercise of the warrants, if any, for working capital and general corporate purposes.
 
 
The Selling Shareholders will sell their shares at prevailing market prices or privately negotiated prices. The number of securities that may be actually sold will be determined by the Selling Shareholders. The Selling Shareholders are under no obligation to sell all or any portion of the securities offered, nor are the Selling Shareholders obligated to sell such shares immediately under this prospectus.  Generally, a security holder may sell securities at any price depending on privately negotiated factors such as a shareholders’ own cash requirements, or objective criteria of value such as the market value of our assets.
 
The offering price should not be considered to bear any relationship to our assets, book value or net worth and should not be considered to be an indication of our value.
 
 
All of the 7,263,214 shares of our common stock to be sold by the Selling Shareholders are currently issued and outstanding, and will therefore not cause dilution to any of our existing stockholders.
 
 
-11-

 
 
 
The Selling Shareholders are offering for sale 7,263,214 shares of our issued and outstanding common stock, which they obtained as part of a private placement
 
All of these securities were initially issued in reliance upon an exemption from registration pursuant to Regulation S under the Securities Act of 1933 (the “Securities Act”).  Our reliance upon Rule 903 of Regulation S was based on the fact that the sales of the securities were completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S.  We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. Each investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.
 
The Selling Shareholders have the option to sell their shares at prevailing market prices or privately negotiated prices.
 
The following table provides information as of June 24, 2011 regarding the beneficial ownership of our common stock by each of the Selling Shareholders, including:
 
 
the number of shares owned by the Selling Shareholder prior to this offering;
 
 
the number of shares being offered by the Selling Shareholder;
 
 
the number of shares that will be owned by the Selling Shareholder upon completion of the offering, assuming that all the shares being offered are sold;
 
 
the percentage of shares owned by the Selling Shareholder; and
 
 
the identity of the beneficial holder of any entity that owns the shares being offered.
 
 
Name and Address
Shares
Owned Prior
to
Offering(1)
Percent
(1)(2)
Maximum
Number of
Share Being
Offered
Beneficial
Ownership
After
Offering(3)
Percentage
Owned After
Completion of
Offering(3)
Catherine Bouch
66 Victoria Rd.,
Grappenhall, Warrington
Cheshire England W4A 2EN
2,353
<1%
2,253
0
0%
Howard H. Bouch
Grove House,
13 Low Seaton, Workington
Cumbria, England CA14 1PR
2,353
<1%
2,353
0
0%
Judith E. Bouch
18 Wrekin Dr., Tettanhall
Wolverhampton, England WV6 8UJ
2,353
<1%
2,353
0
0%
 
 
-12-

 
 
James Bouch
18 Wrekin Dr., Tettenhall,
Wolverhampton, England WV6 8UJ
 
2,353
<1%
2,353
0
0%
Michael P. Bouch
18 Wrekin Dr., Tettenhall,
Wolverhampton, England WV6 8UJ
 
2,353
<1%
2,353
0
0%
Jennie B Bouch
Grove House
13 Low Seaton, Workington
Cumbria, England, CA14 1PR
2,353
<1%
2,353
0
0%
Nicholas Bouch
6 Victoria Rd.,
Grappenhall, Warrington
Cheshire, England WA4 2AN
2,353
<1%
2,353
0
0%
Patrick H. Bouch
6 Victoria Rd.,
Grappenhall, Warrington
Cheshire, England WA4 2AN
2,353
<1%
2,353
0
0%
Rebecca C. Bouch
Grove House
13 Low Seaton, Workington
Cumbria, England, CA14 1PR
2,353
<1%
2,353
0
0%
Tsuen Wan
Cardinal Capital Holdings Limited
1202 Cheung Fung Industrial Building
23 Tak Tin Par St.
Hong Kong
 
356,154
<1%
356,154
0
0%
Marrianne Zafaroni
Cat Brokerage A.G.
Gutenbergstrasse 10
Zurich, Switzerland 8002
875,000
<1%
875,000
0
0%
Adam G. Hewitt
4 Chapel Close
West Bradford, Clitheroe
Lancashire, England BB7 4TH
2,353
<1%
2,353
0
0%
Helen J. Hewitt
4 Chapel Close
West Bradford, Clitheroe
Lancashire, England BB7 4TH
2,353
<1%
2,353
0
0%
Peter Hewitt
4 Chapel Close
West Bradford, Clitheroe
Lancashire, England BB7 4TH
2,353
<1%
2,353
0
0%
Thomas J. Hewitt
4 Chapel Close
West Bradford, Clitheroe
Lancashire, England BB7 4TH
2,353
<1%
2,353
0
0%
Lydia Heyworth
2 Maple House Normansfield Ave.
Teddington
Middlesex, England TW11 9PX
2,353
<1%
2,353
0
0%
 
 
-13-

 
 
Jake Bottay
International IR Inc.
701 N. Green Valley Pkwy,
Ste 200-238
Henderson, NV 89074
360,000
<1%
360,000
0
0%
Peter Zajac
Magenta Capital LLC
Second Floor Houbour Harbour Front Bldg (Corporation)
President John Kennedy St.
Port Louis
Republic of Mauritius
5,625,000
4%
5,625,000
0
0%
Andrew Mawson
2 Maple House Normansfield Ave.
Teddington
Middlesex, England TW11 9PX
2,353
<1%
2,353
0
0%
Paul Mawson
2 Maple House Normansfield Ave.
Teddington
Middlesex, England TW11 9PX
2,353
<1%
2,353
0
0%
Phyllis Poole
69 Whitestiles, Seaton
Cumbria, England
2,353
<1%
2,353
0
0%
Fiona Woodhead
138 Savile Park Rd.,
Halifax, England Hx1 2EX
2,353
<1%
2,353
0
0%
Gareth Woodhead
138 Savile Park Rd.,
Halifax, England Hx1 2EX
2,353
<1%
2,353
0
0%
Maxwell Woodhead
138 Savile Park Rd.,
Halifax, England Hx1 2EX
2,353
<1%
2,353
0
0%
 

 
 
(1)
The number and percentage of shares beneficially owned is determined to the best of our knowledge in accordance with the Rules of the SEC and. the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which the selling security holder has sole or shared voting or investment power and also any shares which the selling security holder has the right to acquire within 60 days of the date of this prospectus.
 
 
(2)
Percentages based on 142,009,368 shares of common stock outstanding as of June 24, 2011, assuming the conversion of all outstanding preferred stock into 67,500,000 shares of common stock and the full exercise of the Company’s only outstanding warrant for 356,154 shares of common stock.
 
 
(3)
Assumes the sale of all shares by each Selling Shareholder. The Selling Shareholders are under no obligation to sell their shares.
 
Except as otherwise noted in the above list, the named party beneficially owns and has sole voting and investment power over all the shares or rights to the shares.  The numbers in this table assume that none of the Selling Shareholders will sell shares not being offered in this prospectus or will purchase additional shares, and assumes that all the shares being registered will be sold.
 
 
-14-

 
 
Other than as described above, none of the Selling Shareholders or their beneficial owners has had a material relationship with us other than as a security holder at any time within the past three years, or has ever been one of our officers or directors or an officer or director of our predecessors or affiliates.
 
None of the Selling Shareholders are broker-dealers or affiliates of a broker-dealer.
 
 
-15-

 
 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes to those financial statements included elsewhere in this prospectus.  In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this prospectus.
 
Overview
 
Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.
 
We are an exploration stage company. There is no assurance that commercially viable mineral deposits exist on the mineral property that we have under option. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the claim is determined.
 
Our business plan is to proceed with exploration of the Black Butte and Lucky Boy projects to determine if there are commercially exploitable deposits of gold and silver, and if we decide not to proceed, to seek other mineral exploration properties.
 
Cash Requirements
 
On October 29, 2010 we announced that the Company had entered into an equity financing agreement for up to $2,500,000 from Cardinal Capital Holdings, Limited, one of the Selling Shareholders (see page 12 of this prospectus). Under the terms of the agreement, the Company may from time to time request a purchase of up to $250,000 per request. On October 28, 2010 we received our first fund draw of $225,000 and issued 346,154 restricted shares and a warrant that may be exercised for up to an additional 346,154 common shares The 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. We intend to use the proceeds of such sales for operating expenses, acquisitions, working capital and general corporate activities. Under the terms of the agreement, we may draw up to a total of $1,500,000 through October 19th, 2011. The investment group, at its discretion, may invest an additional $1,000,000 at $.65 when the total first round has been completed. All of the securities to be issued under the agreement have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent a registration or an applicable exemption  from the registration requirements.
 
Based on our current plan of operations, we have sufficient funds for the next 6 months, after which time we will require additional funds to continue our exploration operations.
 
 
-16-

 
 
Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2010-2011. Management projects that we will require up to $1,230,000 to fund ongoing operating expenses and working capital requirements for the next 12 months, broken down as follows:
 
General and administrative expenses
 
$
50,000
 
Future property acquisitions
   
130,000
 
Working capital
   
50,000
 
Development of properties
   
1,000,000
 
   
$
1,230,000
 
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period ended February 28, 2011.
 
Results of Operations
 
Our comparative periods for the period ended February 28, 2011 and 2010 are presented in the following discussion.
Since inception, we have used our common stock to raise money for our optioned acquisitions and for corporate expenses. Net cash provided by financing activities (less offering costs) from inception on October 19, 2006, to February 28, 2011, was $610,000 with $600,000 as proceeds received from sales of our common stock and $10,000 of contributed capital.
 
Revenues
 
We did not generate any revenues from operations for the quarter ended February 28, 2011, or for the similar quarter in 2010. To date, we have not generated any revenues from our exploration business.
 
Expenses
 
The table below shows our operating results for the three and nine month periods ended February 28, 2011 and 2010.
 
   
Three Months
Ended
February 28, 2011
   
Three Months
Ended
February 28, 2010
   
Nine Months Ended
February 28, 2011
   
Nine Months Ended
February 28, 2010
 
 Professional fees
    279,986       147,162       325,117       149,765  
 Advertising and promotion
    -       -       -       -  
 Office and rent expense
    -       -       -       -  
 Travel, entertainment & public relations
    -       -       -       -  
 Exploration of resource property
    5,203       -       23,415          
 General and administrative
    3,311       7,484       17,478       14,509  
 Total operating expenses
    288,500       154,646       366,010       164,274  
 
 
-17-

 
 
Costs have and will vary from quarter to quarter based on the level of corporate activity, exploration operations and capital raising. Costs in the most recently completed quarter increased relative to the similar period last year as we have recently resumed activity whereas we were relatively inactive while awaiting the results of the first phase of exploration on our optioned mineral property.
 
We continue to carefully control our expenses and overall costs as we move our business development plan forward. We do not have any employees and engages personnel through outside consulting contracts or agreements or other such arrangements, including for legal, accounting and technical consultants.
 
Plan of Operation and Anticipated Cash Requirements
 
On October 29, 2010 we announced that the Company had entered into an equity financing agreement for up to $2,500,000 from Cardinal Capital Holdings, Limited. Under the terms of the agreement, the Company may from time to time request a purchase of up to $250,000 per request. On October 28, 2010 we received our first draw of $225,000. Under the terms of the agreement, we may draw up to a total of $1,500,000 through October 19th, 2011. The investment group, at its discretion, may invest an additional $1,000,000 at $.65 when the total first round has been completed.
 
Based on our current plan of operations, we have sufficient funds for the next 6 months, after which time we will require additional funds to continue our exploration operations.
Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2010-2011. Management projects that we will require up to $1,230,000 to fund ongoing operating expenses and working capital requirements for the next 12 months, broken down as follows:
 
General and administrative expenses
 
$
50,000
 
Future property acquisitions
   
130,000
 
Working capital
   
50,000
 
Development of properties
   
1,000,000
 
   
$
1,230,000
 
 
 Going Concern
 
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional notes describing the circumstances that lead to this disclosure by our independent auditors. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
 
There are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing alternatives to meet immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it could be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they come due.
 
 
-18-

 
 
Liquidity and Capital Resources
 
As of February 28, 2011, we have yet to generate any revenues.
 
Since inception, we have used our common stock and loans or advances from our officers and directors to raise money for our optioned acquisition and for corporate expenses.
 
Working Capital
 
As of February 28, 2010, we had $546,442 in unallocated working capital.
 
   
February, 28
   
May 31
 
   
2011
   
2010
 
Current Assets
  $ 549,788       89,393  
Current Liabilities
    3,346       1,080  
Working Capital
  $ 546,442       88,313  
 
We have incurred recurring losses from inception. Our ability to meet our financial obligations and commitments is primarily dependent upon continued financial support of our shareholders, directors and the continued issuance of equity to new and existing shareholders.
 
Cash Flows

   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
 
   
February 28,
   
February 28,
 
   
2011
   
2010
 
Net cash used in operating activities
  $ (136,233 )     (49,199 )
Net cash provided by investing activities
    (2,428 )     (55,000 )
Net cash provided by financing activities
    265,000       180,000  
Net increase (decrease) in cash
  $ 126,339       75,801  
 
Net cash provided in operating activities
 
Net cash used in operating activities from inception on October 19, 2006, to February 28, 2011 was $336,340. This negative cash flow from operations is due to the fact that the Company has not generated revenue to date.
 
Net cash provided by investing activities
 
Net cash used in investing activities from inception on October 19, 2006, to February 28, 2011, was $57,428 as a result of the purchase of additional mining claims.
 
Net cash provided by financing activities
 
Net cash provided by financing activities from inception on October 19, 2006, to February 28, 2011, was $610,000 as a result of gross proceeds received from sales of our common stock and capital contribution from Company officers.
 
 
-19-

 
 
Inflation / Currency Fluctuations
 
Inflation has not been a factor during the recent quarter ended February 28, 2011. Although inflation is moderately higher than it was during 2010 the actual rate of inflation is not material and is not considered a factor in our contemplated capital expenditure program.
 
Subsequent Events
 
On March 22, 2011, the corporation converted from a Wyoming corporation to a Nevada corporation pursuant to Wyoming Statutes Title 17, ch. 16, Sect.(s) 820, 821 and 1114 and Nevada Revised Statutes 92A.205. This conversion did not alter the number of authorized shares, or the number of issued and outstanding shares, of the corporation.  The voting and other rights of the common and preferred shares of the company’s capital stock remain substantially similar under Nevada law. The powers of the company’s officers, directors and shareholders also remain substantially the same. Our authorized capital stock continues to consist of 499,000,000 shares of common stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001per share.
 
In accordance with ASC 855 Company management reviewed all material events through the date of this report and there are no other material subsequent events to report.                                                             
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended May 31, 2010 and 2009.
 
You should read the following discussion of our financial condition and results of operations together with the consolidated audited financial statements and the notes to consolidated audited financial statements included elsewhere in this filing prepared in accordance with accounting principles generally accepted in the United States.  This discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those anticipated in these forward-looking statements.
 
Results of Operations
 
Our comparative periods for the period ended May 31, 2010 and 2009 are presented in the following discussion.
 
   
Year ended
   
Year ended
 
   
May 31, 2010
   
May 31, 2009
 
  Revenue
  $ -     $ -  
  Operating Expenses
  $ 264,513     $ 51,056  
  Net Profit (Loss)
  $ (264,513 )   $ (51,056 )
 
 
-20-

 
 
Revenues
 
To date, we have not generated any revenues from our exploration business.
 
Expenses
 
Our operating expenses for the years ended May 31, 2010 and 2009 are outlined in the table below:
 
   
Year Ended
   
Year Ended
 
   
May 31, 2010
   
May 31, 2009
 
  Professional fees
  $ 174,651     $ 18,235  
  Exploration of resource property
  $ 5,000     $ -  
  Impairment of mining claims
  $ 57,000     $ -  
  General and Administration expenses
  $ 27,362     $ 32,821  
  Total Operating Expenses
  $ 264,513     $ 51,056  
 
Operating expenses for the year ended May 31, 2010, increased by 213,457 as compared to 2009, primarily as a result of the execution of our business plan.
 
During the year ended May 31, 2010, Lucky Boy incurred operating expenses of $264,513 as compared to $51,056 for 2009 and a total of $377,696 for the period from inception on October 19, 2006, to May 31, 2010. The costs incurred can be further subdivided into the following categories.
 
PROFESSIONAL FEES: Lucky Boy incurred $174,651 in professional fees for the fiscal year ended on May 31, 2010, as compared to $18,235 for the previous fiscal year. Increased costs were incurred in the past year as the result of the completion of the filing of an S-1 rescission offering registration statement and the attendant legal, accounting and filing expenses. From inception to October 19, 2006, we have incurred $201,186 in professional fees mainly spent on legal and accounting matters. This expense category will vary annually depending on corporate capital raising activities.
 
EXPLORATION OF RESOURCE PROPERTIES COSTS: We incurred $5,000 in mineral interest acquisition and exploration costs for the year ended May 31, 2010 compared to $-0- for the year ended May 31, 2009. For the period October 19, 2006 (inception) through May 31, 2010, $35,000 was recorded for exploration work on our optioned projects. This category will vary from year to year dependent on the exploration activities of the Company.
 
 
-21-

 
 
IMPAIRMENT OF MINING CLAIMS:  During May of 2010 the Company had a preliminary geology study performed to assess the potential reserves of its newly acquired claims.  Based on this report and managements future expectations of additional capital expenditures and future cash flows of the claims, management determined that the carrying value of the claims be impaired to a net book value of $57,500.  This resulted in the Company recognizing a $57,500 impairment charge recorded in operating expenses for the year ended May 31, 2010.  No impairments were recorded in 2009 or any prior periods.
 
GENERAL AND ADMINISTRATIVE EXPENSES:  Lucky Boy incurred $27,362 in general and administrative expenses during the fiscal year ended May 31, 2010 as compared to $32,821 in 2009.  Since inception through May 31, 2010 the Company has incurred a total of $84,010.  The Company spent less on office and travel expenses during 2010 which contributed to the decrease in expenses.
 
RESEARCH AND DEVELOPMENT: Lucky Boy has not incurred any expenses for research and development since inception on October 19, 2006.
 
COMPENSATION: No compensation costs were incurred for the fiscal year ended on May 31, 2010, and none were incurred in the previous fiscal year which ended on May 31, 2009. From inception to May 31, 2009, there have been no charges to the compensation account.
 
INCOME TAX PROVISION: As a result of operating losses, there has been no provision for the payment of income taxes to date in 2008 – 2009 or from the date of inception.
 
At the end of the fiscal year under review, May 31, 2010, we had 140,465,000 common shares issued and outstanding.
 
Liquidity and Financial Condition
 
Working Capital
 
   
May 31, 2010
   
May 31, 2009
 
  Current Assets
  $ 89,893     $ 5,351  
  Current Liabilities
  $ (1,080 )   $ (3,325 )
  Working Capital
  $ 88,813     $ 2,026  
 
As at May 31, 2010, we had a working capital surplus of $88,813. We plan to raise the additional capital required to meet the balance of our estimated funding requirements for the next twelve months primarily through the sale of equity based securities or loans from related parties. We do not anticipate that we will be able to satisfy any of these funding requirements internally until we significantly generate revenues.
 
 
-22-

 
 
Cash Flows
 
   
Year Ended
   
Year Ended
 
   
May 31, 2010
   
May 31, 2009
 
  Net Cash Used in Operating Activities
  $ (90,458 )   $ (61,765 )
  Net Cash Provided by (Used in) Investing Activities
  $ (55,000 )   $ -  
  Net Cash Provided by Financing Activities
  $ 230,000     $ -  
  Effect of Exchange Rate Changes
  $ -     $ -  
  Increase in Cash During the Period
  $ 84,542     $ (61,765 )
 
Since inception we have used common stock to raise money for our optioned mineral acquisition and corporate expenses. Net cash provided by financing activities in the most recent fiscal year ended May 31, 2010 was $230,000.    In the fiscal year ended May 31, 2009, we had net cash of nil from financing activities.  Net cash provided by financing activities from inception on October 19, 2006 was $230,000.
 
Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2010 - 2011. Management projects that we may require $1,230,000 to fund our ongoing operating expenses and working capital requirements for the next twelve months, broken down as follows:
 
General and administrative expenses
  $ 50,000  
Operating expenses
    -  
Future property acquisitions
    130,000  
Working capital
    50,000  
Development of properties
    1,000,000  
    $ 1,230,000  
 
Going Concern
 
We are in the exploration stage, have not yet achieved profitable operations and are dependent on our ability to raise capital from stockholders or other sources to meet obligations arising from normal business operations when they become due. Therefore, in their report on our audited financial statements for the year ended May 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure.
 
Future Financings
 
We will require additional financing in order to enable us to proceed with our plan of operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing to fund our planned business activities.
 
 
-23-

 
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 
 
On April 15, 2010 our Board of Directors approved of the disengagement of Gruber & Company LLP and the engagement of Sadler Gibb & Associates LLC, PO Box 411, Farmington UT, 84025, as its independent auditor. None of the reports of Gruber & Company LLP on the Company’s financial statements for either of the two most recent fiscal years, contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant’s audited financial statements contained in its Form 10-K for the fiscal year ended May 31, 2009, a going concern qualification in the registrant’s audited financial statements. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.
 
 
-24-

 
 
 
Overview
 
We were incorporated in the State of Wyoming on October 19, 2006, as Sierra Ventures, Inc. and established a fiscal year end of May 31. On February 5, 2010 we filed an Amendment to Articles with the Wyoming Secretary of State and changed our name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corp.”  We changed the name of our company to better reflect the direction and business of our company. On March 22, 2011, the corporation converted from a Wyoming corporation to a Nevada corporation pursuant to Wyoming Statutes Title 17, ch. 16, Sect.(s) 820, 821 and 1114 and Nevada Revised Statutes 92A.205. This conversion did not alter the number of authorized shares, or the number of issued and outstanding shares, of the corporation.  The voting and other rights of the common and preferred shares of the company’s capital stock remain substantially similar under Nevada law. The powers of the company’s officers, directors and shareholders also remain substantially the same. Our authorized capital stock continues to consist of 499,000,000 shares of common stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001per share. Our statutory registered agent’s office is located at 701 N. Green Valley Pkwy, Ste 200-238, Henderson, NV 89074. Our telephone number is (702) 839-4029.
 
We are a start-up, exploration stage, company engaged in the search for gold, silver and related minerals. Our mineral properties are without known reserves and our proposed program is exploratory in nature. There is no assurance that commercially viable mineral deposits exist on our mineral properties. Further exploration and/or drilling will be required before a final evaluation as to the economic and legal feasibility of our projects is determined.
 
On March 22, 2007, as amended on May 15, 2009, we optioned a 25 percent interest in a gold exploration property referred to as the Zhangjiafan Mining Property located in Jiangxi Province, People’s Republic of China, by entering into an Option to Purchase and Royalty Agreement with Jiujiang Gao Feng Mining Industry Limited Company of Jiangxi City, Jiangxi Province, China (“Jiujiang”), the beneficial owner of the property, an arms-length Chinese corporation, to acquire an interest in the property by making certain expenditures and carrying out exploration work.  At the completion of the field work on this property, management determined that further expenditures or issuance of stock for this property was not in the best interest of the Company and the project was abandoned.
 
During February 2010 the Company entered into two lease agreements for mineral leases located in Mineral County, Nevada to acquire 38 unpatented BLM claims including those known as the Silver Summit and Silver Strike claims and two historic silver mine leases (“AG Properties”) known as Lucky Boy Silver Mine and the Black Butte Silver Mine. The purchase price was a cash payment of $55,000 and the issuance of 150,000 shares of the Company’s par value $0.001 common stock. The cash payment included the first annual payment of $7,500 for the Black Butte Silver Mine and $10,000 for the first payment for the Lucky Boy Silver Mine whose terms were for $10,000 every nine months. In a geological report compiled by Hunsaker dated May 2010, Hunsaker opined that further work on the Lucky Boy project was not recommended while further exploration on the Black Butte project was justified. The lease for the Lucky Boy mineral property was not renewed.   
 
Our Current Business – Mineral Exploration
 
Our current business plan is to proceed with the initial exploration of the Black Butte and Silver Strike properties to determine if there are commercially exploitable deposits of gold and silver. We retained the services of the Hunsaker Inc., a geological company, to assess the results of our program. In a report compiled by Hunsaker dated February 2011, Hunsaker concluded that the Silver Strike claims warranted additional exploration whereas the Silver Summit claims did not. Our mineral properties are currently without known reserves and our proposed programs are exploratory in nature. See “Description of Properties” on page 27 of this prospectus.
 
 
-25-

 
 
Our Proposed Exploration Program – Plan of Operation
 
We will proceed with exploration on the Black Butte and Silver Strike projects to determine if there are commercially exploitable deposits of gold and silver, and if we decide not to proceed, to seek other mineral exploration properties.
 
We do not have any ores or reserves whatsoever at this time on our properties. 
 
Market and Industry
 
Although there can be no assurance, large and well-capitalized markets are readily available for all metals and precious metals throughout the world. A very sophisticated futures market for the pricing and delivery of future production also exists. At present there are no limitations with respect to the sale of metals or precious metals other than price. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for subject metals.
 
The mining industry is highly speculative and of a very high-risk nature. As such, mining activities involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Few mining projects actually become operating mines.
 
The mining industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.
 
Research and Development
 
We have not spent any money on research and development activities since our inception. We do not anticipate that we will not incur any research and development expenses over the next 12 months, but this may change if we are successful in acquiring new properties or interests. Our planned expenditures on our operations and the exploration program are summarized under the section of this prospectus entitled “Description of Properties”.
 
Competition
 
We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.
 
 
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We also compete with other mineral resource exploration companies for financing from a limited number of investors that are prepared to make investments in mineral resource exploration companies. The presence of competing mineral resource exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We also compete with other mineral resource exploration companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.
 
Government Regulations
 
Any operations at the our mineral properties will be subject to various federal and state laws and regulations in the United States which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or our properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property in the United States.
 
The U.S. Forest Service and Bureau of Land Management requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project undertaken by us.
 
Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Any future mining operations at our mineral properties may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures for pollution control in order to comply with the rules.
 
 
-27-

 
 
The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”), imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. Those liable groups include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our mineral properties or surrounding areas.
 
Employees
 
At present, we have no employees.  We currently operate with two executive officers, who devote their time as required to our business operations. Our executive officers are not presently compensated for their services and do not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to employees.
 
We intend to continue to use the services of subcontractors for manual labor exploration work and an engineer or geologist to manage the exploration program.
 
 
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Principal Office
 
Our principal office is located at 7230 Indian Creek Ln., Ste 201, Las Vegas, NV 89149. Our telephone number is (702) 849-4029. On January 1, 2010 we entered into an office rent agreement at $400 per month for office space in Nevada. The term of the agreement is on a month-to-month basis and commenced on January 1, 2010.
 
Our Mineral Properties
  
During February 2010 the Company entered into two lease agreements for mineral leases located in Mineral County, Nevada to acquire 38 unpatented BLM claims including those known as the Silver Summit and Silver Strike claims and two historic silver mine leases (“AG Properties”) known as Lucky Boy Silver Mine and the Black Butte Silver Mine. The purchase price was a cash payment of $55,000 and the issuance of 150,000 shares of the Company’s par value $0.001 common stock. The cash payment included the first annual payment of $7,500 for the Black Butte Silver Mine and $10,000 for the first payment for the Lucky Boy Silver Mine whose terms were for $10,000 every nine months. In a geological report compiled by Hunsaker dated May 2010, Hunsaker opined that further work on the Lucky Boy project was not recommended while further exploration on the Black Butte project was justified. The lease for the Lucky Boy mineral property was not renewed.    
 
These mineral properties are without known reserves and the proposed program is exploratory in nature.
 
Location and Means and Access
 
We have acquired an interest in the Black Butte, Silver Strike and Silver Summit projects in the Mineral County, Nevada.  Black Butte is in T7N/R34E sections 25 and 26; Silver Strike is located in Esmeralda County along the line where it borders Mineral County in T3N/R35E sections 2 and 11; and the Silver Summit property is located in Mineral County in T5N/R34E sections 15, 16, 21, and 22.
 
 
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(MAP)
 
 Figure 1: Black Butte, Silver Strike and Silver Summit Location Map
 
 
-30-

 
 
Black Butte
 
The Black Butte Project is approximately 30 miles east of Hawthorne on the east flank of Black Dyke Mountain at the eastern end of the Garfield Hills.  The project can be reached by traveling 29.5 miles east on U.S. Highway 95 to a well-graded dirt road into the project area.  Further access by vehicle is limited to several steep, primitive 4-wheel drive tracks.
 
The land position initially consisted of the Black Butte unpatented lode mining claims (Table 1 and Figure 2).  Additional lode claims (BB-1 to 6) were staked on May 1, 2010 to cover the interpreted extensions of the mineralized zone.  The new claims have not been cornered or filed.
 
Owner/Claimant
 
Claim Name
 
Land Tenure
 
Tenure Number
 
G. L. Buffington
 
Black Butte
 
Unpatented Lode Mining Claim
 
NMC 95801
 
G. L. Buffington
 
Black Butte #1
 
Unpatented Lode Mining Claim
 
NMC 95802
 
G. L. Buffington
 
Black Butte #2
 
Unpatented Lode Mining Claim
 
NMC 95803
 
G. L. Buffington
 
Black Butte #3
 
Unpatented Lode Mining Claim
 
NMC 95804
 
Lucky Boy Silver Corp.
 
BB-1
 
Unpatented Lode Mining Claim
    1026931  
Lucky Boy Silver Corp.
 
BB-3
 
Unpatented Lode Mining Claim
    1026932  
Lucky Boy Silver Corp.
 
BB-2
 
Unpatented Lode Mining Claim
    1026933  
Lucky Boy Silver Corp.
 
BB-4
 
Unpatented Lode Mining Claim
    1026934  
Lucky Boy Silver Corp.
 
BB-5
 
Unpatented Lode Mining Claim
    1026935  
Lucky Boy Silver Corp.
 
BB-6
 
Unpatented Lode Mining Claim
    1026936  
Table 1: Black Butte Land Information
 
The claims Black Butte, Black Butte #1 to #3, BB-1 to BB-6 are valid until September 1, 2011.
 
 
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(MAP)
 
Figure 2: Black Butte Project Land Map
 
 
-32-

 
 
Silver Strike
 
The Silver Strike property is located in the Candelaria District approximately 45 miles west of Tonopah, Nevada on the northeast flank of the Candelaria Hills. The prospect can be reached by traveling 54 miles west on U.S. Highway 95 to a paved road, leading to the historic Candelaria open-pit mine area; then proceed 3 miles southwest to a dirt road and then proceeding 2 miles to the north edge of the claims. Further access by vehicle is limited to several primitive 4-wheel drive tracks.
 
The Esmeralda County courthouse and BLM records indicate that the claims cover all of section 2 and the northern portion of section 11 T3N/R35E. Two posts were observed in the field that would suggest that the claims are in fact further to the west (closer to the historic open pit mines) than what has been filed with the County and the Federal agencies. The recommendation to acquire additional ground surrounding the Silver Strike claims will resolve this discrepancy. The land position consists of 32 unpatented lode mining claims covering 661 acres.
 
Silver Summit
 
The Silver Summit prospect area is located in the Douglas Mining District approximately 30 miles southwest of Hawthorne, Nevada (the county seat of Mineral County) on the southern end of the Excelsior Mountains. The claims can be reached by traveling approximately 39 miles east from Hawthorne or 55 miles west from Tonopah on U.S. Highway 95 to a dirt road that proceeds 6.3 miles westward and crosses south of the claims. The land position is comprised of 6 unpatented mining claims covering 124 acres (Figure 4).
 
 
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(MAP)
 
Figure 3: Silver Strike Land Map
 
 
-34-

 
 
(MAP)
 
Figure 4: Silver Summit Land Location Map
 
 
-35-

 
 
Regional Geology
 
The Black Butte, Silver Strike and Silver Summit project areas are located in the Walker Lane Mineral Belt in western Nevada.  Rocks in the region encompassing the project areas range from Triassic age sediments to recent alluvium filling the basins.  The western side of the region is dominated by Cretaceous age intrusive rocks forming the Wassuk Range.
 
The Walker Lane is a major northwest-southeast-trending fault zone which displays right lateral movement that ranges from 30 to 40 miles in its central portion, and hosts a variety of precious metal and base metal mineral deposits (as well as geothermal activity) along its length.  Late Cenozoic faults of the central Walker Lane form a complex array of variably oriented structures characterized by coeval strike-slip and dip-slip motions.
 
The rock formations for the project areas fit into the regional setting described for Mineral County:
 
“About 30,000 feet of structurally complex calcareous, clastic, and volcanic rocks of Triassic and Jurassic age exposed in the central part of the county are flanked on the south by a few thousand feet of calcareous and clastic rocks of Cambrian, Ordovician, and Permian age.  Intrusive into this sequence are granitic rocks, chiefly quartz monzonite, which are probably satellitic to the composite Sierra Nevada Batholith of Cretaceous age.”
 
Black Butte Project Geology
 
The Black Butte Project area lithology is mapped as Triassic Excelsior Formation which is summarized as a sequence of felsic volcanic rocks, clastic rocks, and tuffs.  To the south of the project area the Excelsior is in fault contact with the Triassic Luning Formation described as a sequence of limestone, dolomite, and shale.
 
Silver Strike Geology
 
The Silver Strike prospect is located immediately east of the historic open pit silver mines in the Candelaria Mining District. The claims are located along the eastward extension of the geologic setting which hosted the open pit mines that operated into the 1980’s.  Moller (1987) described the mine geologic setting as follows:
 
Basement rocks at Candelaria consist of chert, argillite and dolomite of the Ordovician Palmetto Formation. This sequence is overlain unconformably by the Diablo Grit, a Permian sandstone, and the siltstones and mudstones of the Lower Triassic Candelaria Formation. The Mississippian-Triassic(?) Pickhandle Gulch complex, which consists of serpentine, mafic volcanics and tectonically intercalated sediments, is in contact with the Candelaria Formation along the Pickhandle Gulch thrust fault. Cretaceous(?) intrusives ranging from diorite to granite in composition (“mine sequence”) form a dike-sill complex within the Candelaria Formation and along formation contacts and thrust faults. A thick sequence of Tertiary-Quaternary volcanic rocks overlies much of the district.
 
Thrust faulting associated with the Lower Triassic Sonoman orogeny emplaced the Pickhandle complex (local sole plate to the Golconda allochthon, Speed, 1984) and developed a broad shear zone parallel to bedding in the lower part of the Candelaria Formation (the “lower Candelaria shear”). A series of eastnortheast trending normal faults offsets all stratigraphic units and Mesozoic thrusts.
 
 
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Silver Summit Geology
 
The Silver Summit Project area lies along a fault zone which has Triassic Excelsior Formation to the south against Cretaceous granite to the north. Although alteration and mineralization appears to be primarily skarn-type (most likely related to some phase of the major intrusive that comprises the surrounding Wassuk Range) most of the major contacts noted during field reconnaissance are faults.
 
Mineralization
 
Black Butte Project Mineralization
 
No historical data was found for the Black Butte Project area.  There are at least four adits that collar on the vein and drive along the strike.  These adits appear to be interconnected by raises and winzes.  The lowermost adit (near samples LBR-14 and 21) has power and lights behind a locked door which services the seismograph equipment located within.
 
The mineralization is a quartz vein zone trending northeast-southwest and exposed at the surface for approximately 800 feet in a series of adits and prospect pits.  To the northeast the vein appears to go under alluvial cover.  Going to the southwest along the strike of the vein the hill becomes higher and beyond the last exposed part of the vein strong, pervasive zones of iron oxidation are much more prominent as well as a zone of carbonate alteration (calcite veining).  These alteration zones are typical of the uppermost extent of the alteration associated with an epithermal quartz vein system.
 
The vein zone is poly-phase, with multiple bands of silica that are sulfide bearing.  The vein zone is from two to ten feet wide; within the wider parts of the zone there are distinct anastomosing quartz veins separated by orange and brown clay/gouge (frontispiece-note pencil for scale).  Sulfides of iron, copper, lead, and silver were obvious on some of the dumps.
 
Gold values along the vein are anomalous (2.59, 3.4, and 6.22 ppm gold) to strongly anomalous (46.7 ppm gold).  The 46.7 ppm gold (1.36 opt) sample was a 10 inch channel sample across the quartz vein.  Most of the higher grade gold values appear to be in the quartz; however the clay/gouge within the vein zone between the quartz does also carry some lesser gold values.
 
Silver values along the vein are also highly anomalous (316, 403, 630, 684 ppm silver) (Figure 13).  The silver is highly correlative to the gold.  Overall the system appears to be silver dominant with silver to gold ratio equal to 43:1.
 
Lead, copper, and zinc values are also anomalous; as might be expected in a silver dominated epithermal vein system (Table 2).
 
Black Butte Rock Geochemical Summary
 
   
Gold ppm
   
Silver ppm
   
Lead ppm
   
Copper ppm
   
Zinc ppm
 
High
 
46.7 (1.36 opt)
   
684  (19.94 opt)
      43,000 (4.3%)       9,590       2,120  
Low
  0.098     3.3       31       177       170  
Average
 
5.525 (0.161 opt)
     204.4       9,529       1,916       707  
No. Samples
  11     11       11       11       11  
   
 
Table 2: Black Butte Geochemical Summary Table
 
 
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Silver Strike Mineralization
 
The Candelaria district, also known as the Columbus district, was discovered in 1863 (Ross,1961). Prior to modern open pit, heap leach mining by Nerco in the 1980’s the district produced $14,000,000 to $20,000,000 primarily from silver. Most of the early mining occurred from the early 1870’s to the early 1890’s and about half of the production came from the Northern Belle Mine. During the early 1900’s many of the tails were re-treated. During the 1950’s there was limited underground mining with some of the historic dumps from the Northern Belle being reprocessed (Ross, 1961).
 
Open pit mining by Nerco ultimately created a large pit that encompassed the historic Northern Belle and the Mt. Diablo mine areas.
 
Historic mineralization was in east-trending veins that paralleled the bedding in shale of the Candelaria Formation. Principal ore bodies were 10 to 20 feet wide and were highly oxidized with ore grades averaging about 60 opt silver. By the 1920’s average grades were down to 10 to 15 opt silver.
 
Moller (1987) indicated that, in 1987, about 65% of the open pit silver mineralization was hosted in the basal Candelaria Formation. Where it was unoxidized the mineralization contained abundant veinlets of pyrite, sphalerite, and galena. About 25% of the ore is hosted in the Pickhandle Gulch complex with similar mineralogy and the remainder is hosted in the various (“mine complex”) intrusive rocks. As described above this favorable geologic setting extends eastward onto the Silver Strike claim block.
 
Table 3 shows the results for samples LBR-24 to 28. LBR-24 to 27 which were collected from the Silver Strike claim block area. LBR-28 was collected near the Silver Summit claim block. The samples collected in the Silver Strike area are from a series of prospects located in the Candelaria Formation and as noted on Table 3 the silver, gold, lead, and zinc values are very anomalous. The silver, lead and zinc values are indicative of mineralization described by Moller
 
The mineralization noted in these samples is consistent with what would be expected in rocks near to the mineralization that has been historically mined. These results suggest further work is warranted to define target zones.
 
Silver Strike Geochemical Summary
 
   
Gold ppm
   
Silver ppm
   
Lead ppm
   
Copper ppm
   
Zinc ppm
 
LBR-24
 
0.384
(0.01 opt)
   
249
(7.26 opt)
     
31,700
(31.7%)
      783      
22,500
(2.25%)
 
LBR-25
 
1.25
(0.04 opt)
   
110
(3.21 opt)
      31       199       170  
LBR-26
 
0.355
(0.01 opt)
   
207
(6.04 opt)
      9,529       452       707  
LBR-27
    0.11       11       11       43       683  
LBR-28
    0.023       0.6       96       62       18  
   
 
Table 3 Silver Strike and Silver Summit Geochemical Summary Table
 
 
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Silver Summit Mineralization
 
The Silver Summit claim block is located in the Douglas District (also known as Camp Douglas, Gold Range, or Mina District) this district has also been described as encompassing the Marietta and Teels Marsh districts (Ross, 1961). Work in the early 1860’s found silver and lead mineralization in oxidized ores from quartz veins. More recently these ores have been found to contain some free gold as well as tungsten. No significant modern production has come from the region. The Silver Summit claims cover a rugged cliffy zone on the southern edge of the district. During the field examination snow-cover combined with the extremely steep terrain prevented any traverses across the claims. One quartz vein was identified to the east of the claim block and a sample was collected. LBR-28 did not return any significant values. Observation did not identify any obvious color anomalies that might indicate immediate follow-up is necessary.
 
History of Exploration
 
Zhangjiafan Mining Property
 
We held an option for a 25 percent interest in the Zhangjiafan Mining Property, a gold exploration and mining property, located in Jiangxi Province, China, approximately 8 hours by aircraft and ground transportation west of Shanghai (1,000 miles). At the completion of the field work on this property, management has determined that further expenditures or issuance of stock for this property is not in the best interest of the Company and the project has been abandoned.
 
This mineral property is without known reserves and the proposed program is exploratory in nature.
 
On March 22, 2007, as amended on May 15, 2009, we optioned a 25 percent interest in the Zhangjiafan Property by entering into an Option to Purchase and Royalty Agreement with Jiujiang, the beneficial owner of the property. Under the terms of the agreement, Jiujiang granted to Lucky Boy the right to acquire 25% of the right, title and interest of Jiujiang in the property, subject to its receiving annual payments and a royalty, in accordance with the terms of the agreement, as follows:
 
 
a)
Lucky Boy, or its permitted assigns, contributing exploration expenditures on the property of a minimum of US $20,000 on or before May 31, 2009 ($30,000 has been paid and the field work completed);
     
 
b)
Lucky Boy, or its permitted assigns, contributing exploration expenditures on the property of a further US $40,000 for aggregate minimum contributed exploration expenses of US $60,000 on or before May 31, 2010 ($30,000 of the $60,000 has been paid and the field work completed and the balance of $30,000 has not been scheduled);
     
 
c)
Lucky Boy agreed to allot and issue 1,000,000 shares in the capital of Lucky Boy to Jiujiang upon completion of a phase I exploration program as recommended by a competent geologist;
     
 
d)
Upon exercise of the option agreement, Lucky Boy agreed to pay to Jiujiang US $25,000 per annum as pre- payment of the net smelter return, effective May 31, 2011.
     
 
e)
Lucky Boy agreed to pay to Jiujiang an annual royalty equal to three percent (3%) of NSR; and
     
 
f)
Lucky Boy had the right to acquire an additional 26% of the right, title and interest in and to the property by the payment of US $25,000 and by incurring an additional US $100,000 in exploration expenditures on the Property on or before May 31, 2011.
 
 
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To date we have advanced $30,000 for the implementation of phase I of the planned exploration program of which the field work was completed on June 4, 2009. However, management has determined that further exploration on this property is not warranted.
 
Lucky Boy Project
 
In Geological Reports by Hunsaker, Inc. complied in May of 2010 and February 2011, Hunsaker opined that further work on the Lucky Boy Silver Mine property and the Silver Summit claims was not warranted, however further development and exploration of the Black Butte Silver Mine and the Silver Strike claims was recommended. Consequently, the option on the Lucky Boy was not renewed. 
 
Index of Geologic Terms
 
The following terms when used in this prospectus to describe our properties have the respective meanings specified below:
 
Amortization - The gradual and systematic writing off of a balance in an account over an appropriate period.
 
Amphibolite - A gneiss or schist largely made up of amphibole and plagioclase minerals.
 
Anomaly - Any departure from the norm which may indicate the presence of mineralization in the underlying bedrock.
 
Assay - A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.
 
Assessment work - The amount of work, specified by mining law, that must be performed each year in order to retain legal control of mining claims.
 
Base metal - Any non-precious metal (e.g. copper, lead, zinc, nickel, etc.).
 
Bedding - The arrangement of sedimentary rocks in layers.
 
Biotite - A platy magnesium-iron mica, common in igneous rocks.
 
Chalcopyrite - A sulfide mineral of copper and iron; the most important ore mineral of copper.
 
Chip sample - A method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face.
 
Claim - A portion of land held either by a prospector or a mining company. In Canada, the common size is 1,320 ft. (about 400 m) square, or 40 acres (about 16 ha).
 
Clay - A fine-grained material composed of hydrous aluminum silicates.
 
Cleavage - The tendency of a mineral to split along crystallographic planes.
 
 
-40-

 
 
Contact - A geological term used to describe the line or plane along which two different rock formations meet.
 
Contact metamorphism - Metamorphism of country rocks adjacent to an intrusion, caused by heat from the intrusion.
 
Country rock - Loosely used to describe the general mass of rock adjacent to an orebody. Also known as the host rock.
 
Crosscut - A horizontal opening driven from a shaft and (or near) right angles to the strike of a vein or other orebody.
 
Development - Underground work carried out for the purpose of opening up a mineral deposit. Includes shaft sinking, crosscutting, drifting and raising.
 
Diorite - An intrusive igneous rock composed chiefly of sodic plagioclase, hornblende, biotite or pyroxene.
 
Drift - A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a crosscut which crosses the rock formation.
 
Exploration - Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.
 
Face - The end of a drift, crosscut or stope in which work is taking place.
 
Felsic - Term used to describe light-colored rocks containing feldspar, feldspathoids and silica.
 
Fracture - A break in the rock, the opening of which allows mineral-bearing solutions to enter. A “cross-fracture” is a minor break extending at more-or-less right angles to the direction of the principal fractures.
 
Geochemistry - The study of the chemical properties of rocks.
 
Geology - The science concerned with the study of the rocks which compose the Earth.
 
Gneiss - A layered or banded crystalline metamorphic rock, the grains of which are aligned or elongated into a roughly parallel arrangement.
 
Greenstone belt - An area underlain by metamorphosed volcanic and sedimentary rocks, usually in a continental shield.
 
Host rock - The rock surrounding an ore deposit.
 
Igneous rocks - Rocks formed by the solidification of molten material from far below the earth’s surface.
 
Intrusive - A body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.
 
Lava - A general name for the molten rock ejected by volcanoes.
 
Lens - Generally used to describe a body of ore that is thick in the middle and tapers towards the ends.
 
 
-41-

 
 
Limestone - A bedded, sedimentary deposit consisting chiefly of calcium carbonate.
 
Lode - A mineral deposit in solid rock.
 
Mafic - Igneous rocks composed mostly of dark, iron- and magnesium-rich minerals.
 
Magma - The molten material deep in the Earth from which rocks are formed.
 
Magnetic survey - A geophysical survey that measures the intensity of the Earth’s magnetic field.
 
Metamorphic rocks - Rocks which have undergone a change in texture or composition as the result of heat and/or pressure.
 
Metamorphism - The process by which the form or structure of rocks is changed by heat and pressure.
 
Mineral - A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form.
 
Net smelter return - A share of the net revenues generated from the sale of metal produced by a mine.
 
Option - An agreement to purchase a property reached between the property vendor and some other party who wishes to explore the property further.
 
Ore - A mixture of ore minerals and gangue from which at least one of the metals can be extracted at a profit.
 
Orebody - A natural concentration of valuable material that can be extracted and sold at a profit.
 
Outcrop - An exposure of rock or mineral deposit that can be seen on surface, that is, not covered by soil or water.
 
Plug - A common name for a small offshoot from a large body of molten rock.
 
Plutonic - Refers to rocks of igneous origin that have come from great depth.
 
Pyrite - A yellow iron sulfide mineral, normally of little value. It is sometimes referred to as “fool’s gold”.
 
Pyrrhotite - A bronze-colored, magnetic iron sulfide mineral.
 
Quartz - Common rock-forming mineral consisting of silicon and oxygen.
 
Quartzite - A metamorphic rock formed by the transformation of sandstone by heat and pressure.
 
Reclamation - The restoration of a site after mining or exploration activity is completed.
 
Resource - The calculated amount of material in a mineral deposit, based on limited drill information.
 
Rock - Any natural combination of minerals; part of the earth’s crust.
 
 
-42-

 
 
Royalty - An amount of money paid at regular intervals by the lessee or operator of an exploration or mining property to the owner of the ground. Generally based on a certain amount per ton or a percentage of the total production or profits. Also, the fee paid for the right to use a patented process.
 
Sample - A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.
 
Sampling - Selecting a fractional but representative part of a mineral deposit for analysis.
 
Sandstone - A sedimentary rock consisting of grains of sand cemented together.
 
Schist - A foliated metamorphic rock the grains of which have a roughly parallel arrangement; generally developed by shearing.
 
Sedimentary rocks - Secondary rocks formed from material derived from other rocks and laid down under water. Examples are limestone, shale and sandstone.
 
Shaft - A vertical or inclined excavation in rock for the purpose of providing access to an orebody. Usually equipped with a hoist at the top, which lowers and raises a conveyance for handling workers and materials.
 
Shale - Sedimentary rock formed by the consolidation of mud or silt.
 
Shear or shearing - The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.
 
Shear zone - A zone in which shearing has occurred on a large scale.
 
Silica - Silicon dioxide. Quartz is a common example.
 
Siliceous - A rock containing an abundance of quartz.
 
Sill - An intrusive sheet of igneous rock of roughly uniform thickness that has been forced between the bedding planes of existing rock.
 
Silt - Muddy deposits of fine sediment usually found on the bottoms of lakes.
 
Spot price - Current delivery price of a commodity traded in the spot market.
 
Stope - An excavation in a mine from which ore is, or has been, extracted.
 
Strike - The direction, or bearing from true north, of a vein or rock formation measure on a horizontal surface.
 
Sulfide - A compound of sulphur and some other element.
 
Trench - A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.
 
Tuff - Rock composed of fine volcanic ash.
 
 
-43-

 
 
Vein - A fissure, fault or crack in a rock filled by minerals that have travelled upwards from some deep source.
 
Volcanic rocks - Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano.
 
Zone - An area of distinct mineralization.
 
 
-44-

 
 
 
Executive Officers and Directors
 
The following table sets forth certain information concerning our executive officers and directors, as of June 24, 2011:
 
Name
 
Age
 
Position
           
Kenneth B. Liebscher
    68  
President, Chief Executive Officer and Director
Fortunato Villamagna
    52  
Chief Financial Officer, Secretary and Director
 

 
Executive Officers
 
Kenneth B. Liebscher has served as our President and Chief Executive Officer and as a director since December 14, 2009. Mr. Liebscher was our Chief Financial Officer and Secretary from December 14, 2009 to January 5, 2010. Mr. Liebscher is a seasoned international businessman with over 35 years of securities and executive management experience. Mr. Liebscher is a graduate of St. George’s School, Vancouver, British Columbia and also attended the University of British Columbia. Mr. Liebscher held executive level positions while at the world’s largest dental products manufacturer, Dentsply International Inc., where he spent over 22 years from 1969 to 2000 in positions culminating as the Manager of their West Coast Division, headquartered in San Francisco, California. From 2000 to 2002 Mr. Liebscher was Executive Vice President of Sales and Marketing of Ivoclar Liechtenstein and helped expand this company’s sales to $300 million. Mr. Liebscher became a director of a publicly held company called E.T.C. Industries Ltd. in 1992 and became President of its wholly owned subsidiary, THE ELECTRIC CAR COMPANY from 1992 to 2002and, in 1994, led a team that developed the MI-6 prototype electric car. Mr. Liebscher served as a director on Belmont Resources Inc (TSX BEA), a mining exploration company from 1992 until November 2009. He served as an officer and director of Highbank Resources Inc (TSX HBK) from 1992 through 2002. This experience has resulted in his involvement in mineral exploration projects in Peru, Eastern Europe (Slovak Republic), and British Columbia, Ontario, Quebec and New Brunswick (Canada). Mr. Liebscher currently also serves on the Board of Directors of Tiger Oil and Energy, Inc. (TGRO.OTC BB).
 
Dr. Fortunato Villamagna has served as our Chief Financial Officer, Secretary and Director since January 5, 2010. Dr. Villamagna has over 25 years of domestic and international experience in the mining services, specialty and bulk chemicals, capital equipment, bioenergy, aerospace and energetic materials businesses used in the mining industry. Dr. Villamagna holds a PhD in Chemistry and MBA in Global Management, and has worked throughout North America, Europe, Australia and West Africa.  In addition to joining Lucky Boy, Dr. Villamagna also served as CEO of UTEC Inc. from January 2007 to May 2010. Dr. Villamagna served as President of BioEnergy Systems, a technology company serving the biofuels industry from 2006 to 2009. From 2002_to _2006_Dr. Villamagna was Vice President – Business Development for American Pacific Corporation (AMPAC), a publically listed company with divisions and subsidiaries that manufacture active pharmaceutical ingredients and registered intermediates, energetic products used primarily in space flight, aerospace and defense systems, clean fire- extinguishing agents and water treatment equipment. Prior to that Dr. Villamagna was the Vice President Technology, Americas and Europe for Orica Inc., an Australian-owned, publicly-listed global company, and global leader in mining products and services from 2000 to 2002. Prior to that Dr. Villamagna was the Director of Bulk Delivered Products for Energetic Solutions, Inc., a part of UK Based ICI Explosive from 1998_to 2000.
 
 
-45-

 
 
During the past year Mr. Liebscher and Dr. Villamagna spent approximately 20% of their time (approximately 20 hours per week) on our affairs. For the coming year, it is anticipated that time commitment and requirement will remain approximately the same.
 
Directors
 
At this time, the only directors of the Company are Mr. Liebscher and Dr. Villamagna who are also executive officers of the Company. Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.
 
Family Relationships
 
There are no family relationships among our directors or officers.
 
Involvement in Certain Legal Proceedings
 
During the past ten years, none of our officers, directors, promoters or control persons have had any of the following events occur:
 
 
a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
 
 
conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;
 
 
being subject to any order, judgment or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business;
 
 
being found by a court of competent jurisdiction, in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;
 
 
being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
 
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
 
-46-

 
 
Code of Ethics
 
Our board of directors on March 22, 2007, adopted a formal written Code of Business Conduct and Ethics and Compliance Program for all officers, directors and senior employees. Our Code of Business Conduct and Ethics and Compliance Program was filed as an exhibit to our Form SB-2 filed with the SEC on October 12, 2007.
 
Audit Committee and Audit Committee Financial Expert
 
Our board of directors has determined that we do not have an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act.
 
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have an audit committee or committee performing similar functions nor do we have a written audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committee can be adequately performed by our board of directors.
 
Nominating and Compensation Committees
 
We do not have nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by our board of directors. Our board of directors has not adopted a charter for the compensation committee.
 
Our board of directors also is of the view that it is appropriate for us not to have a nominating committee because our board of directors has performed and will perform adequately the functions of a nominating committee. Our board of directors has not adopted a charter for the nomination committee. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors. Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by shareholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level. There are no specific, minimum qualifications that our board of directors believes must be met by a candidate recommended by our board of directors. The process of identifying and evaluating nominees for director typically begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors. It is followed by our board of directors’ review of the candidates’ resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for director. We do not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
 
Compensation of Directors
 
On January 24, 2010, we issued 150,000 (10,000 pre-split) shares of our common stock to Ken Liebscher and 30,000 shares of our common stock to Fortunato Villamagna as director compensation.
 
 
-47-

 
 
Except as disclosed above, the members of the Board of Directors are not compensated by Lucky Boy for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director.
 
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
 
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
 
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
 
Conflicts of Interest
 
Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses.  In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty.  As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.  They may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.
 
In general, officers and directors of a corporation are required to present business opportunities to the corporation if:
 
 
the corporation could financially undertake the opportunity
 
the opportunity is within the corporation’s line of business; and
 
it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.
 
 
-48-

 
 
 
General
 
The particulars of the compensation paid to the following persons:
 
 
our principal executive officer; and
 
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2009 and 2010,
 
whom we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.
 
SUMMARY COMPENSATION TABLE
Name and
Principal
Position
 
Year
 
Salary
   
Bonus
   
Stock Awards
   
Option Awards
   
Non-Equity Incentive Plan Compensation
   
Nonqualified Deferred
Compensation Earnings
   
All Other Compensation
   
Total
($)
 
Ken Liebscher(1)President, CEO,
Director
 
2010
   
35,000
(4)
   
Nil
     
60,000
(4)
   
Nil
   
Nil
   
Nil
   
Nil
     
95,000
(3)
 
                                                                     
   
2009
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
Fortunato
Villamagna
(2)
Chief Financial
Officer, Secretary, Director
 
2010
 
Nil
   
Nil
     
800(4)
   
Nil
   
Nil
   
Nil
   
Nil
      800  
                                                         
   
2009
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
 
Notes:                 
(1)
Mr. Liebscher was appointed as our President, Chief Executive Officer and a director of our company on December 14, 2009. Mr. Liebscher was our Chief Financial Officer and Secretary from December 14, 2009 to January 5, 2010.
(2)
Dr. Villamagna was appointed as our Chief Financial Officer, Secretary and a director of our company on January 5, 2010.
(3)
$35,000 and the stock valued at $60,000 were received by Wannigan Consulting Corp., a company of which Mr. Liebscher is President, CEO and director.
(4)
Valued at $0.40 per share, the price computed using the most recent private placement prices.
  
Stock Option Plans
 
We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.
 
 
-49-

 
 
Aggregated Options Exercises in Last Fiscal Year
 
No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.
 
Long-Tem Incentive Plans and Awards
 
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since we were founded.
 
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
 
On December 21, 2009, we entered into a business consulting agreement with Wannigan Consulting Corp., a company of which Ken Liebscher is President, CEO and director, pursuant to which Wannigan Consulting agreed to, among other things, assist us in negotiating potential acquisitions and mergers, assist us in the implementation of short term and long term strategic planning, maintain our books and records, prepare all necessary regulatory and statutory filings required of our company, and act as liaison between our company and our auditor and our transfer agent. To compensate for these services, we agreed to pay Wannigan Consulting $4,500 per month and pre-approved expenses of $500 per month. On January 26, 2010, we also issued 260,000 post-split shares of our common stock for these services. This agreement was for a term of four months commencing on December 21, 2009 and was automatically renewed for another four months. After a period of eight months from the date of signing of this agreement on December 21, 2009, the parties agreed that the agreement will continue until terminated either party has the right to terminate this agreement without cause and without notice or payment in lieu thereof upon the giving of the written notice of such termination. This agreement forms the basis of the compensation payable to Mr. Liebscher.
 
There are no employment contracts or other contracts or arrangements with our officers or directors other than those disclosed herein. There are no compensation plans or arrangements, including payments to be made by the Company, with respect to the officers, directors, employees or consultants of the Company that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants. There are no arrangements for directors, officers or employees that would result from a change-in-control.
 
 
-50-

 
 
 
The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.
 
The percentage of shares beneficially owned is based on 142,009,368 shares of common stock outstanding as of June10, 2011, assuming the conversion of all outstanding preferred stock into 67,500,000 shares of common stock and the full exercise of the Company’s only outstanding warrant for 356,154 shares of common stock.
 
Beneficial ownership is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power.  To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, the persons and entities named below have sole voting and sole investment power with respect to all shares beneficially owned.  Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of June 24, 2011 are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.  Except as otherwise indicated, the address for each listed stockholder is c/o Lucky Boy Silver Corp., 7230 Indian Creek Ln., Ste 201, Las Vegas, NV 89149.
 
Title of Class
   
Name and Address of
Beneficial Owner
   
Amount and Nature
of Beneficial
Ownership
   
Percent of Class
Before Offering
   
Percent of
Class After
Offering
 
Common Stock
   
Kenneth B. Liebscher
     90,150,000(1)(2)      63%      63%  
                           
Common Stock
   
Fortunato Villamagna
     30,000(3)    
<1%
   
<1%
 


(1)
Mr. Liebscher is our President, CEO and Director.
(2)
Assumes conversion of all preferred stock held by Mr. Liebscher into common stock. Mr. Liebscher currently holds 22,650,000 shares of common stock and 675,000 shares of preferred stock. Each share of preferred stock is convertible into one hundred shares of common stock (1:100) at any time. Mr. Liebscher owns 100% of the shares of outstanding preferred stock of the Company.
(3)
Dr. Villamagna is our CFO, Secretary and Director.
 
Change in Control
 
We are not aware of any arrangement that might result in a change in control of our company in the future.
 
 
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Except as disclosed herein, there has been no transaction, since June 1, 2008, or currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:      
 
 
(a)
any director or executive officer of our company;
 
 
(b)
any beneficial owner of shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; and
 
 
(c)
any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons.
 
Indemnification
 
Our amended articles of incorporation and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the Nevada law. Further, we have entered into indemnification agreements with each of our directors and officers, and we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances. For further information, see Part II of this prospectus under “Indemnification of Officers and Directors”.
 
 
-52-

 
 
 
The following information describes our common stock and convertible preferred stock, as well as options to purchase our common stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws.  This description is only a summary.  You should also refer to our amended and restated certificate of incorporation and bylaws, which have been filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part.
 
Our authorized capital stock consists of 499,000,000 shares of common stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001per share.
 
Effective April 6, 2010, we conducted a 15:1 forward stock split of our common stock. The split was approved by our board of directors on March 12, 2010 and was approved by FINRA for taking effect on the OTC-BB at the open of business on March 31, 2010. The transfer agent effected the forward split on their records as of April 6, 2010. Our statements of stockholder’s equity have been retroactively restated to reflect the split.
 
On November 30, 2010 the Company filed a Form 14c with the Securities and Exchange Commission wherein notice was given that the Company’s Articles of Incorporation were being amended to reflect a decrease in the number of common shares from Five Hundred Million (500,000,000) to Four Hundred Ninety Nine Million (499,000,000) and the creation of a preferred stock in the amount of One Million (1,000,000) shares with voting and conversion rights of 1 preferred shares for 100 commons shares.  The Amendment was adopted pursuant to written consent of stockholders holding a majority of the voting power of the outstanding capital stock of the Company.
 
On March 22, 2011, the corporation converted from a Wyoming corporation to a Nevada corporation pursuant to Wyoming Statutes Title 17, ch. 16, Sect.(s) 820, 821 and 1114 and Nevada Revised Statutes 92A.205. This conversion did not alter the number of authorized shares, or the number of issued and outstanding shares, of the corporation.  The voting and other rights of the common and preferred shares of the company’s capital stock remain substantially similar under Nevada law. The powers of the company’s officers, directors and shareholders also remain substantially the same. Our authorized capital stock continues to consist of 499,000,000 shares of common stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001per share.
 
Common Stock
 
As of June 24, 2011, there were 74,153,214 shares of the Company’s common stock issued and outstanding. Our common stock holders (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the board of directors; (ii) are entitled to share ratably in all of the assets for distribution to holders of common stock upon liquidation, dissolution or winding up of our business affairs; (iii) do not have pre-emptive, subscription or conversion rights, and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. All shares of common stock now outstanding are fully paid and non-assessable.
 
Each holder of our common stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote.  Since the shares of our common stock do not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to our Board of Directors.
 
 
-53-

 
 
Preferred Stock
 
As of June 24, 2011 there were 675,000 shares of our convertible preferred stock issued and outstanding, par value $0.001 per share. Each share of preferred stock is convertible into one hundred shares of common stock (1:100). Each holder of our preferred stock is entitled to one hundred (100) votes per share of preferred stock on all matters on which such stockholders are entitled to vote.
 
Warrants
 
As of June 24, 2011 one warrant exercisable for a total of 356,154 shares of our common stock was outstanding.  This warrant was issued in connection with a financing arrangement with Cardinal Capital Holdings Limited entered into on October 25, 2010. The warrant is exercisable for two years from issuance and has an exercise price of $0.85 per share for one year from issuance, which increases to $1.05 in the second year.   This warrant also contains provisions for the adjustment of the exercise price and the aggregate number of shares issuable upon the exercise of the warrant in the event of stock dividends, stock splits or stock combinations, reclassifications, combinations or exchanges.
 
Change of Control
 
There are no provisions in our articles of incorporation or bylaws that would delay, defer or prevent a change in control of our company or a change in type of business.
 
 
-54-

 
 
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
Market Information
 
Our shares of common stock are quoted on the OTC Bulletin Board under the symbol “LUCB”.  Our CUSIP number is 549517 100. The quotation was first posted at the opening on May 29, 2009 with an opening bid of $0.05 ($0.0033 post-split) and offer at $0.10 ($0.0067 post-split). 10,000 shares have been traded as of the date of this prospectus. We are pursuing DTC eligibility which will allow our shares to be traded electronically. We cannot assure you that there will be a market in the future for our common stock.
 
OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.
 
The high and low bid prices of our common stock for the periods indicated below are as follows:
 
OTC Bulletin Board
 
Quarter Ended(1)
   
High
   
Low
 
May 31, 2011
    $0.55     $0.50  
February 28, 2011
    $0.50     $0.50  
November 30, 2010
    $.05     $.05  
August 31, 2010
    $.05     $.05  
May 31, 2010
    $.05     $.05  
 
 
(1)
The first trade in our stock occurred on February 25, 2011.
 
Holders of our Common Stock
 
As of the date of this prospectus the shareholders’ list of our common shares showed 46 registered shareholders holding 74,153,214 shares of our common stock.
 
Dividends
 
We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.
 
Shares Eligible for Future Sales
 
There are no shares of our common stock that are being, or have been proposed to be, publicly offered, the offering of which could have a material effect on the market price of our common stock. None of our issued and outstanding common stock is eligible for sale pursuant to Rule 144 under the Securities Act of 1933.
 
 
-55-

 
 
Options, Warrants and Convertible Securities
 
We do not have any common stock subject to outstanding options. We currently have one warrant exercisable for 356,154 common shares. As of June 24, 2011 the company has 675,000 preferred shares issued and outstanding. Each share of preferred stock is convertible into one hundred shares of common stock (1:100).
 
Securities Authorized for Issuance under Equity Compensation Plans
 
We do not have any equity compensation plans in place.
 
 
-56-

 
 
 
We are registering certain securities on behalf of the Selling Shareholders. The 7,263,214 issued and outstanding common shares can be sold by the Selling Shareholders at prevailing market prices or privately negotiated prices.  
 
The Selling Shareholders may sell some or all of their securities in one or more transactions, including block transactions:
 
 
on such public markets as the securities may be trading;
 
in privately negotiated transactions;
 
in any combination of these methods of distribution.
 
The sales price to the public may be:
 
 
the market price prevailing at the time of sale;
 
a price related to such prevailing market price; or
 
such other price as the Selling Shareholders determine.
 
We are bearing all costs relating to the registration of certain securities. The Selling Shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of certain securities.
 
The Selling Shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of certain securities. In particular, during such times as the Selling Shareholders may be deemed to be engaged in a distribution of certain securities, and therefore be considered to be an underwriter, they must comply with applicable laws and may, among other things:
 
 
not engage in any stabilization activities in connection with our securities;
 
 
furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
 
 
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.
 
Our common stock is quoted on the OTC Bulletin Board, under the trading symbol “LUCB.OB”. The market for our stock is highly volatile. We cannot assure you that there will be a market in the future for our common stock.
 
Trading in stocks quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a company’s operations or business prospects. The OTC Bulletin Board should not be confused with the NASDAQ market. OTC Bulletin Board companies are subject to far fewer restrictions and regulations than are companies traded on the NASDAQ market. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like the NASDAQ Small Cap or a stock exchange. In the absence of an active trading market: (a) investors may have difficulty buying and selling or obtaining market quotations; (b) market visibility for our common stock may be limited; and (c) a lack of visibility for our common stock may have a depressive effect on the market price for our common stock.
 
 
-57-

 
 
None of the Selling Shareholders will engage in any electronic offer, sale or distribution of the shares. Further, neither we nor any of the Selling Shareholders have any arrangements with a third party to host or access our prospectus on the Internet.
 
In the event of the transfer by any selling stockholder of his or her shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling stockholder who has transferred his or her shares.
 
In effecting sales, brokers and dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the Selling Shareholders or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the Selling Shareholders to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the Selling Shareholders if such broker-dealer is unable to sell the shares on behalf of the Selling Shareholders. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such re-sales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above.
 
The Selling Shareholders and any broker-dealers or agents that participate with the Selling Shareholders in the sale of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
 
From time to time, the Selling Shareholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the Selling Shareholders intend to comply with the prospectus delivery requirements, under the Securities Act, by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any selling stockholder defaults under any customer agreement with brokers.
 
To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed, disclosing, the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.
 
We and the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the Selling Shareholders are distribution participants and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.
 
 
-58-

 
 
All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the Selling Shareholders, the purchasers participating in such transaction, or both.
 
Regulation M
 
During such time as the Selling Shareholders may be engaged in a distribution of any of the securities being registered by this prospectus, the Selling Shareholders are required to comply with Regulation M under the Exchange Act.  In general, Regulation M precludes any selling security holder, any affiliated purchaser and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of the distribution until the entire distribution is complete.
 
Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods.  Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.
 
Regulation M prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.  Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security.  We have informed the Selling Shareholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised the Selling Shareholders of the requirements for delivery of this prospectus in connection with any sales of the shares offered by this prospectus.
 
With regard to short sales, the Selling Shareholders cannot cover their short sales with securities from this offering.  In addition, if a short sale is deemed to be a stabilizing activity, then the Selling Shareholders will not be permitted to engage in such an activity.  All of these limitations may affect the marketability of our common stock.
 
Penny Stock Rules
 
The SEC has 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, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
 
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 prepared by the SEC which:
 
 
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
 
 
-59-

 
 
 
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 violations of such duties or other requirements of federal securities laws;
 
 
contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask prices;
 
 
contains the toll-free telephone number for inquiries on disciplinary actions;
 
 
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
 
 
contains such other information, and is in such form (including language, type size, and format) as the SEC shall require by rule or regulation.
 
Prior to effecting any transaction in a penny stock, a broker-dealer must also provide a customer with:
 
 
the bid and ask prices for the penny stock;
 
 
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;
 
 
the amount and a description of any compensation that the broker-dealer and its associated salesperson will receive in connection with the transaction; and
 
 
a monthly account statement indicating the market value of each penny stock held in the customer’s account.
 
In addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, (ii) a written agreement to transactions involving penny stocks, and (iii) a signed and dated copy of a written suitability statement.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore our stockholders may have difficulty selling their shares.
 
Blue Sky Restrictions on Resale
 
When a selling security holder wants to sell shares of our common stock under this prospectus in the United States, the selling security holder will need to comply with state securities laws, also known as “blue sky laws,” with regard to secondary sales.  All states offer a variety of exemptions from registration of secondary sales.  Many states, for example, have an exemption for secondary trading of securities registered under section 12(g) of the Exchange Act or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s.  The broker for a selling security holder will be able to advise the stockholder as to which states have an exemption for secondary sales of our common stock.
 
Any person who purchases shares of our common stock from a selling security holder pursuant to this prospectus, and who subsequently wants to resell such shares will also have to comply with blue sky laws regarding secondary sales.
 
 
-60-

 
 
When this prospectus becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether he will need to register or may rely on an exemption from registration.
 
 
-61-

 
 
 
No expert or counsel named in this prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us.  Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
 
Harold P Gewerter Esq., Ltd. has passed upon certain legal matters in connection with the validity of the issuance of the shares of common stock.
 
 The financial statements as of May 31, 2009 and 2010 included in this prospectus have been audited by Gruber & Company L.L.C. and Sadler, Gibb & Associates, L.L.C., respectively, as stated in their reports appearing herein, and have been so included in reliance upon the report of such firms given upon their authority as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim period.
 
 
We have filed a registration statement on Form S-1 with the SEC for the common stock to be sold in this offering.  This prospectus, which constitutes a part of the registration statement, does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information.  Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.  When we complete this offering, we will also be required to file annual, quarterly and special reports, proxy statements and other information with the SEC.
 
You can read our SEC filings, including the registration statement, over the Internet at the SEC’s web site at http://www.sec.gov.  You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, NE, Room 1580, Washington, D.C. 20549.  You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
 
Any statement in this prospectus about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the registration statement, the contract or document is deemed to modify the description contained in this prospectus. You must review the exhibits themselves for a complete description of the contract or document.
 
 
-62-

 
 
You should rely only on the information contained in this prospectus. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Lucky Boy Silver Corp. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.
 
 
Until a date, which is 90 days after the date of this prospectus, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
 
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
 
 
We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations. Any Securities and Exchange Commission filings that we do file will be available to the public over the internet at the SEC’s website at http://www.sec.gov. The public may also read and copy any materials filed by us with the 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.
 
 
-63-

 
 
 
Our financial statements are stated in U.S. dollars and are prepared in conformity with generally accepted accounting principles of the United States. The following financial statements pertaining to our company are filed as part of this registration statement: Audited financial statements for the period from October 19, 2006 (inception) through May 31, 2010; and Unaudited interim financial statements for the nine month period ended February 28, 2011.
 
LUCKY BOY SILVER CORP.
(An Exploration Stage Company)
Years Ended May 31, 2009 and 2010
 
CONTENTS
   
REPORT OF INDEPENDENT AUDITORS
65
   
FINANCIAL STATEMENTS
 
   
Balance Sheets
67
   
Statements of Operations
  68
   
Statements of Stockholders’ Equity
  69
   
Statements of Cash Flows
  70
   
Notes to the Financial Statements
  71-78
 
LUCKY BOY SILVER CORP.
(An Exploration Stage Company)
Period ended February 28, 2011
 
CONTENTS
   
Balance Sheets
79
   
Statements of Operations
80
   
Statements of Stockholders’ Equity
81
   
Statements of Cash Flows
82
   
Notes to the Consolidated Financial Statements
83-87
 
 
-64-

 
 
SADLER, GIBB & ASSOCIATES, L.L.C.
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors
Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.)
(An Exploration Stage Company)
 
We have audited the accompanying balance sheet of Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.) as of May 31, 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.) as of May 31, 2010, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had losses from operations of $264,513 for the year ended May 31, 2010 and an accumulated deficit of $377,696 as of May 31, 2010 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Sadler, Gibb & Associates
 
Salt Lake City, UT
September 14, 2010
 
 
-65-

 
 
Gruber & Company, LLC
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Directors and Stockholders of
  Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.) 
 
We have audited the balance sheet of Lucky Boy Silver, Inc. (formerly Sierra Ventures, Inc.) (an exploration stage company) as of May 31, 2009 and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended May 31, 2009.  Our responsibility is to express an opinion on these financial statements based on our audit. 
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform an audit of the Company’s internal control over its financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.   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.  We believe that our audit provides a reasonable basis for our opinion. 
 
In our opinion, the financial statements referred to above present fairly, in all material respects the financial position of the Company as of May 31, 2009 and the results of its operations, cash flows and changes in stockholders’ equity for the year ended May 31, 2009 in conformity with accounting principles generally accepted in the United States of America. 
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Management’s plan in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 
 
 
Gruber & Company, LLC 
 
Lake Saint Louis, Missouri
August 28, 2009
 
 
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LUCKY BOY SILVER, INC.
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
BALANCE SHEETS
             
   
May 31,
   
May 31,
 
   
2010
   
2009
 
             
ASSETS  
             
CURRENT ASSETS
           
             
Cash
  $ 46,393     $ 5,351  
Restricted cash
    43,500       -  
                 
Total Current Assets
    89,893       5,351  
                 
OTHER ASSETS
               
                 
Deposits
    1,200       -  
Mining claims, net
    57,500       -  
                 
Total Other Assets
    58,700       -  
                 
TOTAL ASSETS
  $ 148,593     $ 5,351  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
                 
CURRENT LIABILITIES
               
                 
Accounts payable and accrued expenses
  $ 1,080     $ 3,325  
                 
Total Current Liabilities
    1,080       3,325  
                 
STOCKHOLDERS’ EQUITY
               
                 
Common stock, 500,000,000 shares authorized at par value of $0.001; 140,465,000 and 133,500,000 shares issued and outstanding, respectively
    140,465       133,500  
Additional paid-in capital
    334,685       (18,350 )
Stock subscription payable
    50,000       -  
Other comprehensive loss
    59       59  
Deficit accumulated during the exploration stage
    (377,696 )     (113,183 )
                 
Total Stockholders’ Equity
    147,513       2,026  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 148,593     $ 5,351  
 
The accompanying notes are an integral part of these financial statements.
 
 
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LUCKY BOY SILVER, INC.
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
                   
               
From Inception
 
               
on October 19,
 
   
For the Year Ended
   
2006 Through
 
   
May 31,
   
May 31,
 
   
2010
   
2009
   
2010
 
                   
REVENUES
  $ -     $ -     $ -  
                         
OPERATING EXPENSES
                       
                         
Professional fees
    174,651       18,235       201,186  
Exploration of resource property
    5,000       -       35,000  
Impariment of mining claims
    57,500       -       57,500  
General and administrative expenses
    27,362       32,821       84,010  
                         
Total Operating Expenses
    264,513       51,056       377,696  
                         
LOSS FROM OPERATIONS
    (264,513 )     (51,056 )     (377,696 )
PROVISION FOR INCOME TAXES
    -       -       -  
                         
NET LOSS
  $ (264,513 )   $ (51,056 )   $ (377,696 )
                         
BASIC AND DILUTED LOSS PER SHARE
  $ (0.00 )   $ (0.00 )        
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    135,966,151       133,500,000          
 
The accompanying notes are an integral part of these financial statements.
 
 
-68-

 
 
LUCKY BOY SILVER, INC.
(FKA Sierra Ventures, Inc.)
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)
 
                                 
Deficit
       
                                 
Accumulated
       
               
Additional
   
Stock
   
Other
   
During the
   
Total
 
    Common Stock    
Paid-in
   
Subscription
   
Comprehensive
   
Exploration
   
Stockholders’
 
    Shares    
Amount
   
Capital
   
Payable
   
Loss
   
Stage
   
Equity/(Deficit)
 
Balance, October 19, 2006
    -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                         
Common shares issed for cash
    103,500,000       103,500       (88,500 )     -       -       -       15,000  
                                                         
Currency exchange loss
    -       -       -       -       (2 )     -       (2 )
                                                         
Contributed Administrative Support & other services rendered by officers
    -       -       100       -       -       -       100  
                                                         
Net loss for the year ended May 31, 2007
    -       -       -       -       -       (5,816 )     (5,816 )
                                                         
Balance, May 31, 2007
    103,500,000       103,500       (88,400 )     -       (2 )     (5,816 )     9,282  
                                                         
Common shares issued for cash
    -       -       -       -       -