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


                                  FORM 10-QSB/A
                                  Amendment #1


(Mark One)

/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

                                        OR

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934


                  FOR THE TRANSITION FROM _______ TO ________.


                        COMMISSION FILE NUMBER 000-25301


                           SIERRA RESOURCE GROUP, INC.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


            NEVADA                                               88-0413922
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


  6767 W. TROPICANA AVENUE, SUITE 207
         LAS VEGAS, NEVADA                                              89103
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


                   Issuer's telephone number: (702) 248-1027


                                       N/A
              ____________________________________________________
              (Former name, former address and former fiscal year,
                         if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /

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

State the number of shares outstanding of each of the issuer's classes of common
equity, for the period covered by this report and as at the latest practicable
date:

         At March 31, 2006, and as of the date hereof, there were outstanding
         1,860,000 shares of the Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / /   No /X/


                                      -1-


<PAGE>




                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS




                           SIERRA RESOURCE GROUP, INC.
                          (A Development Stage Company)

                                FINANCIAL REPORTS

                                 MARCH 31, 2006
                                DECEMBER 31, 2005









                                      -2-


<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS








_____________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                         F-1

   Statements of Income                                                 F-2-3

   Statements of Stockholders' Equity                                     F-4

   Statements of Cash Flows                                             F-5-6

   Notes to Financial Statements                                   F-7 - F-10
_____________________________________________________________________________





                                      -3-


<PAGE>
<TABLE>
<CAPTION>

                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                          March 31,       December 31,
                                                               2006               2005
                                                         __________       ____________
<S>                                                       <C>                <C>
                           ASSETS

CURRENT ASSETS                                            $       0          $       0
                                                          _________          _________

            Total current assets                          $       0          $       0
                                                          _________          _________

                   Total assets                           $       0          $       0
                                                          =========          =========

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                     $   1,907          $       0
     Officers advances (Note 6)                              50,896             50,896
                                                          _________          _________

            Total current liabilities                     $  52,803          $  50,896
                                                          _________          _________



STOCKHOLDERS' EQUITY
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        1,860,000 shares at December 31, 2005:            $                  $   1,860
        1,860,000 shares at March 31, 2006                    1,860
     Additional Paid In Capital                                   0                  0
     Accumulated deficit during development stage           (54,663)           (52,756)
                                                          _________          _________

            Total stockholders' equity                    $ (52,803)         $ (50,896)
                                                          _________          _________

                   Total liabilities and
                   stockholders' equity                   $       0          $       0
                                                          =========          =========

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME


                                         Three months ended                     Years ended
                                     ___________________________      _______________________________
                                      March 31,        March 31,      December 31,       December 31,
                                           2006             2005              2005               2004
                                     __________       __________      ____________     ______________
<S>                                  <C>              <C>             <C>              <C>

Revenues                             $        0       $        0      $          0       $          0

Cost of revenue                               0                0                 0                  0
                                     __________       __________      ____________       ____________
           Gross profit              $        0       $        0      $          0       $          0

General, selling and
   administrative expenses                1,907                0             8,415              2,840
                                     __________       __________      ____________       ____________
           Operating (loss)          $   (1,907)      $       (0)     $     (8,415)      $     (2,840)

Nonoperating income (expense)                 0                0                 0                  0
                                     __________       __________      ____________       ____________
   Net (loss)                        $   (1,907)      $       (0)     $     (8,415)      $     (2,840)
                                     ==========       ==========      ============       ============
   Net (loss) per share, basic
   and diluted (Note 2)              $    (0.00)      $    (0.00)     $      (0.00)      $      (0.00)
                                     ==========       ==========      ============       ============
   Average number of shares
   of common stock outstanding        1,860,000        1,860,000         1,860,000          1,860,000
                                     ==========       ==========      ============       ============

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-2


<PAGE>

<TABLE>
<CAPTION>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME


                                                    Years Ended                  Dec 21, 1992
                                          December 31,       December 31,       (inception) to
                                                  2005               2004       March 31, 2006
                                          ____________     ______________       ______________
<S>                                       <C>              <C>                    <C>

Revenues                                  $          0       $          0         $        0

Cost of revenue                                      0                  0                  0
                                          ____________       ____________         __________
           Gross profit                   $          0       $          0         $        0

General, selling and
   administrative expenses                       8,415              2,840             54,663
                                          ____________       ____________         __________
           Operating (loss)               $     (8,415)      $     (2,840)        $  (54,663)

Nonoperating income (expense)                        0                  0                  0
                                          ____________       ____________         __________
   Net (loss)                             $     (8,415)      $     (2,840)        $  (54,663)
                                          ============       ============         ==========
   Net (loss) per share, basic
   and diluted (Note 2)                   $      (0.00)      $      (0.00)        $    (0.03)
                                          ============       ============         ==========
   Average number of shares
   of common stock outstanding               1,860,000          1,860,000          1,860,000
                                          ============       ============         ==========

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-3


<PAGE>

<TABLE>
<CAPTION>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY


                                                                                        Accumulated
                                                                                         (Deficit)
                                               Common Stock             Additional        During
                                          _______________________        Paid-In        Development
                                           Shares         Amount         Capital           Stage
                                          _________       _______       __________      ____________
<S>                                       <C>             <C>            <C>               <C>

Balance, December 21, 1992, issue
   common stock                           1,860,000       $ 1,860        $     0          $       0

Net (loss), December 31, 1992                                                                (1,860)
                                          _________       _______        _______          _________
Balance, December 31, 1992                1,860,000       $ 1,860        $     0          $       0
Net (loss), December 31, 1993                                                                     0
                                          _________       _______        _______          _________
Balance, December 31, 1993                1,860,000       $ 1,860        $     0          $  (1,860)
Net (loss), December 31, 1994                                                                     0
                                          _________       _______        _______          _________
Balance, December 31, 1994                1,860,000       $ 1,860        $     0          $  (1,860)

Net (loss) December 31, 1995                                                                      0
                                          _________       _______        _______          _________
Balance, December 31, 1995                1,860,000       $ 1,860        $     0          $  (1,860)

Net (loss), December 31, 1996                                                                     0
                                          _________       _______        _______          _________
Balance, December 31, 1996                1,860,000       $ 1,860        $     0          $  (1,860)

Net (loss), December 31, 1997                                                                     0
                                          _________       _______        _______          _________
Balance, December 31, 1997                1,860,000       $ 1,860        $     0          $  (1,860)

December 18, 1998, changed from no
   par value to $0.001                                     (1,858)         1,858

December 18, 1998, forward stock
   1,000:1                                                  1,858         (1,858)

Net (loss), December 31, 1998                                                                  (450)
                                          _________       _______        _______          _________
Balance, December 31, 1998                1,860,000       $ 1,860        $     0          $  (2,310)

Net (loss), December 31, 1999                                                               (22,668)
                                          _________       _______        _______          _________
Balance, December 31, 1999                1,860,000       $ 1,860        $     0          $ (24,978)

Net (loss), December 31, 2000                                                                (8,394)
                                          _________       _______        _______          _________
Balance, December 31, 2000                1,860,000       $ 1,860        $     0          $ (33,372)

Net (loss), December 31, 2001                                                                (4,888)
                                          _________       _______        _______          _________
Balance, December 31, 2001                1,860,000       $ 1,860        $     0          $ (38,260)

Net (loss), December 31, 2002                                                                (3,156)
                                          _________       _______        _______          _________
Balance, December 31, 2002                1,860,000       $ 1,860        $     0          $ (41,416)

Net (loss), December 31, 2003                                                                   (85)
                                          _________       _______        _______          _________
Balance, December 31, 2003                1,860,000       $ 1,860        $     0          $ (41,501)

Net (loss) December 31, 2004                                                                 (2,840)
                                          _________       _______        _______          _________
Balance, December 31, 2004                1,860,000       $ 1,860        $     0          $ (44,341)

Net (loss) December 31, 2005                                                                 (8,415)
                                          _________       _______        _______          _________
Balance, December 31, 2005                1,860,000       $ 1,860        $     0          $ (52,756)

Net (loss) December 31, 2005 to
March 31, 2006                                                                               (1,907)
                                          _________       _______        _______          _________
Balance, March 31, 2006                   1,860,000       $ 1,860        $     0          $ (54,663)
                                          =========       =======        =======          =========

</TABLE>


                 See Accompanying Notes to Financial Statements.


                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                          Three months ended                    Years ended
                                       ________________________       _______________________________
                                       March 31,      March 31,       December 31,       December 31,
                                            2006           2005               2005               2004
                                       _________      _________       ____________       ____________
<S>                                     <C>            <C>            <C>                <C>

Cash Flows From
Operating Activities
    Net (loss)                          $ (1,907)     $      (0)       $ (8,415)          $ (2,840)
    Adjustments to reconcile net
    (loss) to cash (used in)
    operating activities:
    Changes in assets
    and liabilities
    Increase in accounts payable           1,907              0               0               (255)
                                        ________       ________        ________           ________
         Net cash (used in)
            operating activities        $     (0)      $     (0)       $ (8,415)          $ (3,095)
                                        ________       ________        ________           ________
Cash Flows From
Investing Activities                    $      0       $      0        $      0           $      0
                                        ________       ________        ________           ________

Cash Flows From
Financing Activities
    Issuance of common stock                   0              0               0                  0
    Increase in officer advances               0              0           8,415              3,095
                                        ________       ________        ________           ________
         Net cash (used in)
            financing activities        $      0       $      0        $  8,415           $  3,095
                                        ________       ________        ________           ________

         Net increase (decrease)
            in cash                     $      0       $      0        $      0           $      0

Cash, beginning of period                      0              0               0                  0
                                        ________       ________        ________           ________
Cash, end of period                     $      0       $      0        $      0           $      0
                                        ========       ========        ========           ========

SUPPLEMENTAL INFORMATION

Interest Paid                           $      0       $      0        $      0           $      0
                                        ========       ========        ========           ========

Income Taxes paid                       $      0       $      0        $      0           $      0
                                        ========       ========        ========           ========

</TABLE>


                 See Accompanying Notes to Financial Statements.

                                      F-5


<PAGE>
<TABLE>
<CAPTION>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                  Years Ended                  Dec. 21, 1992
                                        _______________________________       (inception) to
                                        December 31,       December 31,            March 31,
                                                2005               2004                 2006
                                        ____________       ____________       ______________
<S>                                     <C>                 <C>                <C>

Cash Flows From
Operating Activities
    Net (loss)                           $ (8,415)          $ (2,840)           $ (54,663)
    Adjustments to reconcile net
    (loss) to cash (used in)
    operating activities:
    Changes in assets
    and liabilities
    Increase in accounts payable                0               (255)               1,907
                                         ________           ________            _________
         Net cash (used in)
            operating activities         $ (8,415)          $ (3,095)           $ (52,756)
                                         ________           ________            _________
Cash Flows From
Investing Activities                     $      0           $      0            $       0
                                         ________           ________            _________

Cash Flows From
Financing Activities
    Issuance of common stock                    0                  0                1,860
    Increase in officer advances            8,415              3,095               50,896
                                         ________           ________            _________
         Net cash (used in)
            financing activities         $  8,415           $  3,095            $  52,756
                                         ________           ________            _________

         Net increase (decrease)
            in cash                      $      0           $      0            $       0

Cash, beginning of period                       0                  0                    0
                                         ________           ________            _________
Cash, end of period                      $      0           $      0            $       0
                                         ========           ========            =========

</TABLE>


                 See Accompanying Notes to Financial Statements.

                                      F-6


<PAGE>

                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2006, AND DECEMBER 31, 2005


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Sierra Resource Group, Inc. ("Company") was organized December 21, 1992 under
the laws of the State of Nevada. The Company currently has no operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
Development Stage Enterprise.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of March 31, 2006 and 2005, and December 31, 2005 and 2004.

INCOME TAXES

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.

GOING CONCERN

The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. Currently, the Company does not have significant cash or other
material assets, nor does it have operations or a source of revenue sufficient
to cover its operation costs and allow it to continue as a going concern. The
officers and directors have committed to advancing certain operating costs of
the Company.

                                      F-7

<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2006, AND DECEMBER 31, 2005


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151, Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement
amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the accounting for abnormal amounts of idle facility expense, freight handling
costs and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that "...under some circumstances, items such as idle facility
expense, excessive spoilage, double freight, and rehandling costs may be so
abnormal as to require treatment as current period charges..." This Statement
requires that those items be recognized as current-period charges of whether
they meet the criterion of "so abnormal." In addition, this Statement requires
that location of fixed production overhead to the costs of conversion be based
on the normal capacity of the production facilities. This Statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management does not believe the adaptation of this Statement will have any
immediate material impact on the Company.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67" (SFAS
152). The amendment made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Time-Sharing Transactions. This Statement also amends FASB Statement No. 67,
Accounting for Costs and Initial Rental Operations of Real Estate Projects, to
state that the guidance for (a) incidental operations and (b) costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. The accounting from those operations and costs is subject to
guidance in SOP 04-2. This Statement is effective for financial statements for
fiscal tears beginning after June 15, 2005, with earlier application encouraged.
The Company does not anticipate that the implementation of this standard will
have a material impact on its financial position, results of operation or cash
flows.

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004)
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans. The Provisions of SFAS 123R are
effective as of the first interim period that begins after June 15, 2005.
Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts have not recorded
share-based payment transactions. Management does not believe the implications
of this revised standard will materially impact the Company's results of
operation.

On December 16, 2004, FASB issued Statement of Financial Accounting Standards
No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29,
Accounting for Non-monetary Transactions ("SFAS 153"). This statement amends APB
Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive assets and replace it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. Under SFAS 153, if a
non-monetary exchange of similar productive assets meet a commercial substance
criterion and fair market value is determinable, the transaction must be
accounted for at fair value resulting in recognition of any gain or loss. SFAS
153 is effective for non-monetary transactions in fiscal periods that begin
after June 15, 2005. The Company does not anticipate that the implementation of
this standard will have a material impact on its financial position, results of
operations or cash flows.


                                      F-8


<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2006, AND DECEMBER 31, 2005


NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

The authorized common stock of the Company consists of 25,000,000 shares with
par value of $0.001. On December 24, 1992, the Company authorized and issued
1,860 shares of its no par value common stock in consideration of $1,860 in
cash.

On December 18, 1998, the State of Nevada approved the Company's Amendment to
the Articles of Incorporation, which increased its capitalization from 2,500
common shares to 25,000,000 common shares. The no par value was changed to
$0.001 per share.

On December 18, 1998, the Company's shareholders approved a forward split of its
common stock at one thousand shares for one share of the existing shares. The
number of common stock shares outstanding increased from 1,860 to 1,860,000.
Prior period information has been restated to reflect the stock split.

The Company has not authorized any preferred stock.

NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per
Share." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 1,860,000 during 2006, 2005, 2004, and
since inception. As of March 31, 2006 and 2005, December 31, 2005 and 2004, and
since inception, the Company had no dilutive potential common shares.

NOTE 3.  INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. We provided a full valuation allowance on the net
deferred tax asset, consisting of net operating loss carryforwards, because
management has determined that it is more than likely than not we will not earn
income sufficient to realize deferred tax assets during the carryforward period.


                                      F-9


<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2006, AND DECEMBER 31, 2005


NOTE 3.  INCOME TAXES (CONTINUED)

The  components of the Company's  deferred tax asset as of December 31, 2005 and
2004 is as follows:

                                                 2005            2004
                                               ________        ________

         Net operating loss carryforward       $ 18,465        $ 15,519

         Valuation allowance                    (18,465)        (15,519)
                                               ________        ________

         Net deferred tax asset                $      0        $      0

A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:

                                                                         Since
                                                2005          2004     Inception
                                              _______       _______    _________

         Tax at statutory rate (35%)          $ 2,945       $   994    $ 18,465

         Valuation allowance                   (2,945)         (994)    (18,465)
                                              _______       _______    ________

         Net deferred tax asset               $     0       $     0    $      0

The net federal operating loss carry forward will expire between 2016 and 2025.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.

NOTE 4.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer or
resident agent of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly have not been
reflected therein. The officers and directors for the Company are involved in
other business activities and may, in the future become involved in other
business opportunities. If a specific business opportunity becomes available,
such person may face a conflict in selecting between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts.


NOTE 5.  WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.


NOTE 6.  OFFICERS ADVANCES

The Company has incurred costs in connection with its business purpose and to
comply with the federal securities laws. An officer of the Company has advanced
funds on behalf of the Company to pay for these costs. These funds have been
advanced interest free.


                                      F-10


<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

          The discussion contained herein contains "forward-looking statements"
that involve risk and uncertainties. These statements may be identified by the
use of terminology such as "believes," "expects," "may," "should" or
anticipates" or expressing this terminology negatively or similar expressions or
by discussions of strategy. The cautionary statements made in this Form 10QSB
should be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10QSB. Our actual results could differ
materially from those discussed in this report.

Generally.

          Sierra Resource Group, Inc. (sometimes the "Company") currently has
no assets or operations. We originally intended to engage in the acquisition of
oil and natural gas leases, primarily in East Texas. It was our intent to enter
into lease option agreements for leasehold interests in both developed and
undeveloped acres. In the event any leasehold interests were acquired, we
intended to enter into an exploration and development agreements with third
parties wherein said third parties would, at its risk and expense, operate,
develop and explore the property thereby relieving us of any future significant
operating, exploration and development costs. We contemplated negotiating or
retaining a small volumetric overriding royalty interest above the royalty
leasehold interest and/or a retention of a working interest. If we needed
additional funds, an offering of the Company's securities was contemplated. As
at March 31, 1992, the Company was still deemed to be a developmental stage
company and all funds raised in order to fulfill our initial objective had been
expended and we, thereafter, become dormant.

          As of the date hereof, the we can be defined as a "shell" company,
whose sole purpose is to locate and consummate a merger or acquisition with
another public entity or a private entity.

Plan of Operation.

          As a shell company, we intend to seek to acquire assets or shares of
an entity actively engaged in business that generates revenues in exchange for
its securities. We have no particular acquisitions in mind and we have not
entered into any negotiations regarding such an acquisition.


                                      -4-

<PAGE>

          The Securities and Exchange Commission has adopted a rule (Rule 419)
which defines a blank-check company as (i) a development stage company, that is
(ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no
specific business plan or purpose or has indicated that its business plan is
engage in a merger or acquisition with an unidentified company or companies. We
have been informed that the Securities and Exchange Commission position is that
the securities issued by all blank check companies that are issued in
unregistered offerings must be registered with the Commission before resale. At
the time that our shareholders acquired our stock in 1996, we had a specific
business plan and purpose. In addition, Rule 419 is applicable only if a
registration statement is filed covering an offering of a penny stock by a blank
check company. We have not filed a registration statement.

          In addition, since we had a specific business plan and purpose at the
time that our shareholders acquired our stock, we are not deemed to be a
so-called "blind pool" company, a company that has a detailed plan of business
that involves the acquisition of unidentified properties in a specific industry.

          We are not a blank-check nor blind pool company.

          On June 29, 2005, the Securities and Exchange Commission adopted final
rules amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with no or nominal operations/assets or assets consisting of cash and cash
equivalents, the amendments prohibit the use of a From S-8 (a form used by a
corporation to register securities issued to an employee, director, officer,
consultant or advisor, under certain circumstances), and revise the Form 8-K to
require a shell company to include current Form 10 or Form 10-SB information,
including audited financial statements, in the filing on Form 8-K that the shell
company files to report the acquisition of the business opportunity. The rules
are designed to assure that investors in shell companies that acquire operations
or assets have access on a timely basis to the same kind of information as is
available to investors in public companies with continuing operations.

Financial Condition.

          Our auditor's going concern opinion for prior years ended and the
notation in the financial statements indicate that we do not have significant
cash or other material assets and that we are relying on advances from
stockholders, officers and directors to meet limited operating expenses. We do
not have sufficient cash or other material assets or do we have sufficient
operations or an established source of revenue to cover our operational costs
that would allow us to continue as a going concern. We are insolvent in that we
are unable to pay our debts in the ordinary course of business as they become
due.

                                      -5-

<PAGE>

          Since the Company has had no operating history nor any revenues or
earnings from operations, with no significant assets or financial resources, we
will in all likelihood sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in the Company incurring a net operating loss which will increase
continuously until the Company can consummate a business combination with a
profitable business opportunity and consummate such a business combination.

Liquidity and Operational Results.

          The Company has no current operating history and does not have any
revenues or earnings from operations. The Company has no assets or financial
resources. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss that
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.

          We are dependent upon our officers to meet any de minimis costs that
may occur. Paul W. Andre, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for the Company to comply with
the Securities Exchange Act of 1934, as amended; provided that he is an officer
and director of the Company when the obligation is incurred. All advances are
interest-free.

Liquidity.

          As of March 31, 2006, we had total liabilities of $52,803 and we had a
negative net worth of $52,803. As of December 31, 2005, we had total liabilities
of $50,896 and a negative net worth of $50,896.

          We have had no revenues from inception through December 31, 2005 and
we had no revenues for the period ended March 31, 2006. We have a loss from
inception through December 31, 2005 of $52,756 and a loss from inception through
March 31, 2006 of $54,663.

          We have officer's advances of $50,896 from inception to March 31,
2006. The officer's advances as of December 31, 2005 were $50,896.

Accounting for a Business Combination.

          In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards "SFAS" No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires business combinations initiated after June 30, 2001 to be accounted
for using the purchase method of accounting, and broadens the criteria for
recording intangible assets separate from goodwill. Recorded goodwill and
intangibles will be evaluated against these new criteria and may result in
certain intangibles being subsumed into goodwill, or alternatively, amounts
initially recorded as goodwill may be separately identified an recognized apart
from goodwill. SGAS No. 142 requires the use of a non-amortization approach to
account for purchased goodwill and certain intangibles. Under a non-amortization
approach, goodwill and certain intangibles is more than its fair value. Goodwill
is the excess of the acquisition costs of the acquired entity over the fair
value of the identifiable net assets acquired. The Company is required to test
goodwill and intangible assets that are determined to have an indefinite life
for impairments at least annually. The provisions of SFAS No. 142 require the
completion of an annual impairment test with any impairment recognized in
current earnings. The provisions of SFAS No. 141 and SFAS No. 142 may be
applicable to any business combination that we may enter into in the future.

          We have also been informed that most business combinations will be
accounted for as a reverse acquisition with us being the surviving registrant.
As a result of any business combination, if the acquired entity's shareholders
will exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing entity.


                                      -6-

<PAGE>


ITEM 3.   QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

          The Company has not considered nor conducted any research concerning
qualitative and quantitative market risk.

ITEM 4.  EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.

          Based on an evaluation of our disclosure controls and procedures as of
the end of the period covered by this Form 10QSB (and the financial statements
contained in the report), our president and treasurer have determined that the
our current disclosure controls and procedures are effective.

          There have not been any changes in our internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or
any other factors during the quarter covered by this report, that have
materially affected, or are reasonably likely to materially affect our internal
control over financial reporting.


                                     PART II

                                OTHER INFORMATION

Item 1 - Legal Proceedings .....................................None

Item 2 - Changes in the Rights of the Company's
         Security Holders ......................................None

Item 3 - Defaults by the Company on its
         Senior Securities .....................................None

Item 4 - Submission of Matter to Vote of Security
         Holders ...............................................None

ITEM 5 - OTHER INFORMATION

Board Meeting.

          Our board held one meeting during the period covered by this current
report.

Audit Committee.

          Our board of directors has not established an audit committee. In
addition, we do not have any other compensation or executive or similar
committees. We will not, in all likelihood, establish an audit committee until
such time as the Company generates a positive cash flow of which there can be no

                                      -7-

<PAGE>

assurance. We recognize that an audit committee, when established, will play a
critical role in our financial reporting system by overseeing and monitoring
management's and the independent auditors' participation in the financial
reporting process. At such time as we establish an audit committee, its
additional disclosures with our auditors and management may promote investor
confidence in the integrity of the financial reporting process.

          Until such time as an audit committee has been established, the full
board of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or
supplemented.

Code of Ethics.

          We have adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer and
persons performing similar functions. The code of ethics will be posted on the
investor relations section of the Company's website in the event that we have a
website. At such time as we have posted the code of ethics on our website, we
intend to satisfy the disclosure requirements under Item 10 of Form 8-K
regarding an amendment to, or waiver from, a provision of the code of ethics by
posting such information on the website.

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

          There were no reports on Form 8-K filed during the quarter for which
this report is filed. The following exhibits are filed with this report:

          31.1 Certification of Chief Executive Officer.

          31.2 Certification of Chief Financial Officer.

          32.1 Section 1350 Certification - Chief Executive Officer.

          32.1 Section 1350 Certification - Chief Financial Officer.


                                      -8-

<PAGE>


                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated:  May 4, 2006                 SIERRA RESOURCE GROUP, INC.


                                    By: /s/ SANDRA J. ANDRE
                                    _____________________________________
                                    Sandra J. Andre
                                    President and Chief Executive Officer



                                    By: /s/ PAUL W. ANDRE
                                    _____________________________________
                                    Paul W. Andre
                                    Treasurer and Chief Financial Officer


                                       -9-