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


                                   FORM 10-QSB


(Mark One)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                                        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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

Indicate by check mark whether the registrant is a shell company (as defined in
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 September 30, 2005, 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

                               SEPTEMBER 30, 2005
                                DECEMBER 31, 2004









                                      -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


                                                      September 30,       December 31,
                                                               2005               2004
                                                      _____________       ____________
<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                                     $       0          $       0
     Officers advances (Note 6)                              50,291             42,481
                                                          _________          _________

            Total current liabilities                     $  50,291          $  42,481
                                                          _________          _________



STOCKHOLDERS' EQUITY
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        1,860,000 shares at December 31, 2004:            $                  $   1,860
        1,860,000 shares at September 30, 2005                1,860
     Additional Paid In Capital                                   0                  0
     Accumulated deficit during development stage           (52,151)           (44,341)
                                                          _________          _________

            Total stockholders' equity                    $ (50,291)         $ (42,481)
                                                          _________          _________

                   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


                                         Nine months ended                      Years ended
                                     ___________________________      _______________________________
                                  September 30,    September 30,      December 31,       December 31,
                                           2005             2004              2004               2003
                                  _____________    _____________      ____________     ______________
<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                7,810            2,715             2,840                 85
                                     __________       __________      ____________       ____________
           Operating (loss)          $   (7,810)      $   (2,715)     $     (2,840)      $        (85)

Nonoperating income (expense)                 0                0                 0                  0
                                     __________       __________      ____________       ____________
   Net (loss)                        $   (7,810)      $   (2,715)     $     (2,840)      $        (85)
                                     ==========       ==========      ============       ============
   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
                                                  2004               2003     September 30, 2005
                                          ____________     ______________     __________________
<S>                                       <C>              <C>                    <C>

Revenues                                  $          0       $          0         $        0

Cost of revenue                                      0                  0                  0
                                          ____________       ____________         __________
           Gross profit                   $          0       $          0         $        0
General, selling and
   administrative expenses                       2,840                 85             52,151
                                          ____________       ____________         __________
           Operating (loss)               $     (2,840)      $        (85)        $  (52,151)

Nonoperating income (expense)                        0                  0                  0
                                          ____________       ____________         __________
   Net (loss)                             $     (2,840)      $        (85)        $  (52,151)
                                          ============       ============         ==========
   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) January 1, 2005 to
September 30, 2005                                                                           (7,810)
                                          _________       _______        _______          _________
Balance, September 30, 2005               1,860,000       $ 1,860        $     0          $ (52,151)
                                          =========       =======        =======          =========

</TABLE>


                 See Accompanying Notes to Financial Statements.


                                      F-4

<PAGE>
<TABLE>
<CAPTION>


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


                                          Nine months ended                     Years ended
                                   ____________________________       _______________________________
                                   September 30,  September 30,       December 31,       December 31,
                                            2005           2004               2004               2003
                                   _____________  _____________       ____________       ____________
<S>                                     <C>            <C>            <C>                <C>

Cash Flows From
Operating Activities
    Net (loss)                          $ (7,810)     $  (2,715)       $ (2,840)          $    (85)
    Adjustments to reconcile net
    (loss) to cash (used in)
    operating activities:
    Changes in assets
    and liabilities
    Increase in accounts payable               0           (255)           (255)                 0
                                        ________       ________        ________           ________
         Net cash (used in)
            operating activities        $ (7,810)      $ (2,970)       $ (3,095)          $      0
                                        ________       ________        ________           ________
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           7,810          2,970           3,095                  0
                                        ________       ________        ________           ________
         Net cash (used in)
            financing activities        $  7,810       $  2,970        $  3,095           $      0
                                        ________       ________        ________           ________

         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,        September 30,
                                                2004               2003                 2005
                                        ____________       ____________       ______________
<S>                                     <C>                 <C>                <C>

Cash Flows From
Operating Activities
    Net (loss)                           $ (2,840)          $    (85)           $ (52,151)
    Adjustments to reconcile net
    (loss) to cash (used in)
    operating activities:
    Changes in assets
    and liabilities
    Increase in accounts payable             (255)                85                    0
                                         ________           ________            _________
         Net cash (used in)
            operating activities         $ (3,095)          $      0            $ (52,151)
                                         ________           ________            _________
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            3,095                  0               50,291
                                         ________           ________            _________
         Net cash (used in)
            financing activities         $  3,095           $      0            $  52,151
                                         ________           ________            _________

         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
                    SEPTEMBER 30, 2005, AND DECEMBER 31, 2004


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 September 30, 2005 and 2004, and December 31, 2004 and 2003.

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
                    SEPTEMBER 30, 2005, AND DECEMBER 31, 2004


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
                    SEPTEMBER 30, 2005, AND DECEMBER 31, 2004


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 2005,  2004,  2003, and
since inception.  As of September 30, 2005 and 2004, December 31, 2004 and 2003,
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
                    SEPTEMBER 30, 2005, AND DECEMBER 31, 2004


NOTE 3.  INCOME TAXES (CONTINUED)

The  components of the Company's  deferred tax asset as of December 31, 2004 and
2003 is as follows:

                                                 2004            2003
                                               ________        ________

         Net operating loss carryforward       $ 15,519        $ 14,525

         Valuation allowance                    (15,519)        (14,525)
                                               ________        ________

         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
                                                2004          2003     Inception
                                              _______       _______    _________

         Tax at statutory rate (35%)          $   994       $    30    $ 15,519

         Valuation allowance                     (994)          (30)    (15,519)
                                              _______       _______    ________

         Net deferred tax asset               $     0       $     0    $      0

The net federal operating loss carry forward will expire between 2016 and 2024.
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>

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
we 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 September 30, 2005, we had total liabilities of $50,291 and we
had a negative net worth of $50,291. As of December 31, 2004, we had total
liabilities of $42,481 and a negative net worth of $42,481. This was an increase
of $7,810 for the nine months then ended.

          We have had no revenues from inception through December 31, 2004 and
we had no revenues for the period ended September 30, 2005. We have a loss from
inception through December 31, 2004 of $44,341 and a loss from inception through
September 30, 2005 of $52,151. This was an increase of $7,810 for the nine
months then ended.

          We have officer's advances of $50,291 from inception to September 30,
2005. The officer's advances as of December 31, 2004 were $42,481.

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   Section 906 Certification.


                                      -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:  October 17, 2005            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-