UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549





Form
10-Q





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934 For the quarterly period ended:March 31,
2010





Commission
File Number: 000-25301





SIERRA RESOURCE GROUP,
INC.


(Exact
name of registrant as specified in its charter)





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





6586 Hypoluxo Rd., Suite
307, Lake Worth, Florida 33467


(Address
of principal executive offices)





Registrant's
telephone number, including area code: (561)
369-1676





Not
Applicable


(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.       x
Yes    ̈  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).         ̈Yes    ̈ No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definition of "large accelerated filer", "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
  (Check one):





Large
      accelerated filer
              Non-accelerated
      filer
             ̈
               ̈
            Accelerated
      filer
              Smaller
      reporting company
             ̈
              x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


x Yes    ̈  No





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date. As of May 13, 2010, the issuer had
12,190,000 outstanding shares of Common Stock, $.001 par value.

















1


TABLE
OF CONTENTS





PagePART
      I - FINANCIAL INFORMATIONItem
      1.    Financial Statements
            
            3Item
      2.    Management's Discussion and Analysis of Financial
      Condition and Results of Operations
            
            12Item
      3.    Quantitative and Qualitative Disclosures About Market
      Risk
            
            15Item
      4T.  Controls and Procedures
            
            15PART
      II - OTHER INFORMATIONItem
      1.    Legal Proceedings
            
            15Item
      1A.  Risk Factors
            
            15Item
      2.    Unregistered Sales of Equity Securities and Use of
      Proceeds
            
            15Item
      3.    Defaults Upon Senior Securities
            
            15Item
      4.    Other Information
            
            16Item
      5.    Exhibits
            
            16SIGNATURES
            
            17





2





SIERRA
      RESOURCE GROUP, INC.Balance
      SheetsMarch
      31,
            
            
            December
      31,2010
            
            
            2009(Unaudited)
            
            
            (Audited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            1,796
            
            
            $
            1,811Accounts
      receivable, net
            
            
            -
            
            
            
            128TOTAL
      CURRENT ASSETS
            
            
            1,796
            
            
            
            1,939TOTAL
      ASSETS
            
            $
            1,796
            
            
            $
            1,939LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccrued
      Interest - related party
            
            
            -
            
            
            
            2,958Note
      payable - related party
            
            
            -
            
            
            
            29,500TOTAL
      CURRENT LIABILITIES
            
            
            -
            
            
            
            32,458LONG
      TERM LIABILITIESAssigned
      Officer Advances
            
            
            90,573
            
            
            
            90,573TOTAL
      LONG TERM LIABILITIES
            
            
            90,573
            
            
            
            90,573TOTAL
      LIABILITIES
            
            
            90,573
            
            
            
            123,031COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.001 par value: 25,000,000 shares authorized;12,090,000
      shares issued and outstanding at March 31, 2010;12,090,000
      shares issued and outstanding at December 31, 2009;
            
            
            12,090
            
            
            
            12,090Paid-in
      capital
            
            
            32,330
            
            
            
            -Accumulated
      deficit
            
            
            (133,197
            )
            
            
            (133,182
            )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)
            
            
            (88,777
            )
            
            
            (121,092
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            1,796
            
            
            $
            1,939






The
accompanying notes are an integral part of these financial
statements.





3







SIERRA
      RESOURCE GROUP, INC.Statements
      of Operations (Unaudited)Three
      Months EndedMarch
      31,
            
            
            March
      31,2010
            
            
            2009REVENUERevenue
            
            $
            —
            
            
            $
            159Total
      revenue
            
            
            —
            
            
            
            159OPERATING
      EXPENSESSelling,
      general and administrative expenses
            
            
            15
            
            
            
            7,429Total
      operating expenses
            
            
            15
            
            
            
            7,429Operating
      loss
            
            
            (15
            )
            
            
            (7,270
            )Other
      Income (expense)Interest
      expense
            
            
            —
            
            
            
            (436
            )Total
      other income (expense)
            
            
            —
            
            
            
            (436
            )NET
      LOSS
            
            $
            (15
            )
            
            $
            (7,706
            )BASIC
      AND DILUTED NET LOSS PER COMMON SHARE
            
            $
            (0.00
            )
            
            $
            (0.00
            )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
            
            
            12,090,000
            
            
            
            12,090,000
















4





SIERRA
      RESOURCE GROUP, INC.Statements
      of Cash Flows (Unaudited)Three
      Months EndedMarch
      31,
            
            
            March
      31,2010
            
            
            2009Cash
      flows from operating activities:Net
      loss
            
            $
            (15
            )
            
            $
            (7,706
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
            
            
            —
            
            
            
            1,354Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            —
            
            
            
            108Accrued
      Interest - related party
            
            
            —
            
            
            
            436Net
      cash used in operating activities
            
            
            (15
            )
            
            
            (5,808
            )Cash
      flows from financing activities:Proceeds
      from officer advances
            
            
            —
            
            
            
            6,045Net
      cash provided by financing activities
            
            
            —
            
            
            
            6,045Net
      increase (decrease) in cash and cash equivalents
            
            
            (15
            )
            
            
            237Cash
      and cash equivalents at beginning of period
            
            
            1,811
            
            
            
            1,563Cash
      and cash equivalents at end of period
            
            $
            1,796
            
            
            $
            1,800Non-cash
      investing and financing activitiesEffect
      of Assignment and Quit Claim of Oil and Gas Leases
            
            
            (32,330
            )
            
            
            —






The
accompanying notes are an integral part of these financial
statements.




5


SIERRA
RESOURCE GROUP, INC.


(A
DEVELOPMENT STAGE ENTERPRISE)


Notes
to Interim Financial Statements - Unaudited


March
31, 2010





1.
Description of Business





Sierra
Resource Group, Inc. (the “Company,” “we,” “us,” and “our”) is a “shell” company
that was incorporated on December 21, 1992 under the laws of the State of Nevada
to engage in any lawful corporate activity. Since March 31, 1993, we have been
in the developmental stage and have had no 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 exploration and development
agreements with third parties wherein said third parties would, at their 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. On March 31, 1993, 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, became dormant.





On April
30, 2008, the Company entered into an "Assignment and Quit Claim of Oil and Gas
Leases" agreement with Sierra Asset Holdings LLC (the "Assignor") whereby the
Assignor assigned 100% of Assignor's right, title and interest in and to oil and
gas leases located in Louisiana and Kansas to the Company in exchange for a
promissory note for $29,500 secured by the oil and gas interests assigned, all
due and payable in April 2010.  On March 8, 2010, the Company entered
into an "Assignment, Quit Claim and Release" with the Assignor whereby we
assigned 100% of our right, title and interest in and to the oil and gas leases
located in Louisiana and Kansas in cancellation of the indebtedness evidenced by
the promissory note (and accrued interest) to the Assignor and entered into
mutual releases as to any claims, liabilities and demands between the Company
and the Assignor.





On
February 5, 2010, the Company entered into a Share Purchase Agreement (the
"Share Purchase Agreement") with Black Diamond Realty Management, LLC, a Florida
limited liability company (the “Purchaser”), and Paul W. Andre, Sandra J. Andre
and Suzette M. Encarnacion, who were then the Company’s principal stockholders
(collectively, the “Sellers”). Pursuant to the Share Purchase Agreement, and
upon the terms and subject to the conditions thereof, the Purchaser agreed to
purchase an aggregate of Eight Million Five Hundred Fifteen Thousand (8,515,000)
shares (the “Shares”) of the common stock, par value $.001, of the Company owned
by the Sellers (the "Purchase Transaction") for a purchase price equal to Three
Hundred Twenty Five Thousand Dollars ($325,000) (the "Purchase
Price").  On March 16, 2010, the Company, the Purchaser and the
Sellers entered into Amendment No. 1 to the Share Purchase Agreement, pursuant
to which the Purchase Price was reduced to Two Hundred Twenty Nine Thousand
Dollars ($229,000) (the "Reduced Purchase Price").  On March 17, 2010,
the Company, the Purchaser and the Sellers consummated the Purchase Transaction
upon the Purchaser's delivery of the Reduced Purchase Price to the Sellers and
the Sellers delivery to the Purchaser of the stock certificates representing the
Shares. Upon the completion of the Purchase Transaction, the Company had no
assets, liabilities or obligations.





At the
closing of the Purchase Transaction, the Purchaser received approximately
seventy percent (70%) of the Company's issued and outstanding common stock. In
addition, effective as of March 17, 2010, in connection with the closing of the
Purchase Transaction, (i) Sandra J. Andre and Suzette M. Encarnacion resigned
from their respective positions as officers and directors of the Company and
(ii) the Board elected Michael A. Dougherty and Joshua W. Rohbock to serve as
directors of the Company. Paul W. Andre continued to serve as a director and as
Secretary and Treasurer of the Company until approximately April 22, 2010 (ten
days after the date on which the Company's Information Statement on
Schedule 14 f-1 was filed with the SEC and mailed to all the holders of record
of the Company's common stock).





On April
23, 2010, the Company agreed to purchase certain assets, consisting of a mineral
deposit and certain infrastructure.  See Note 8, “Subsequent
Events.”





The
Company is organized in a single operating segment with no long-lived assets
outside of the United States of America.





6


2.
Basis of Presentation and Significant Accounting Policies.





Basis
of Presentation





The
accompanying financial statements have been prepared in accordance with the
Generally Accepted Accounting Principles in the United States of America
("GAAP") for interim financial information and with the instructions to
Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the
information and notes required by accounting principles generally accepted in
the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been
included.  Results for the three months ended March 31, 2010 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2010. The balance sheet at December 31, 2009 has
been derived from the audited financial statements at that date but does not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. For further
information, refer to the financial statements and footnotes thereto included in
the Company’s annual report on Form 10-K for the year ended
December 31, 2009 filed with the Securities and Exchange Commission on
March 2, 2010.





Going
Concern





The
accompanying unaudited financial statements have been prepared assuming that the
Company will continue as a going concern which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. At
March 31, 2010, the Company had an accumulated deficit of $133,200 and working
capital of $1,800.  During the three months ended March 31, 2010, the
Company incurred a loss of approximately $15. The Company has had no operating
history nor any significant revenues or earnings from operations, with no
significant assets or financial resources.  The Company will in all
likelihood sustain operating expense 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 unless and until
the Company can consummate a business combination with an operating business,
and potentially thereafter as well. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





Use
of Estimates





The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. These estimates are based on
knowledge of current events and anticipated future events and accordingly,
actual results may differ from those estimates.





Cash
and Cash equivalents





The
Company maintains cash in bank and deposit accounts which, at times, may exceed
federally insured limits. The Company has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk
on cash and cash equivalents.





The
Company considers only highly liquid investments such as money market funds and
commercial paper with maturities of 90 days or less at the date of their
acquisition as cash and cash equivalents.  There were no cash
equivalents as of March 31, 2010 and December 31, 2009.





Fair
Value of Financial Instruments





The
carrying amounts of financial instruments, including cash and cash equivalents,
accounts receivable, accounts payable and accrued liabilities, approximate fair
value as of March 31, 2010 because of their generally short term
nature.





Accounts
Receivable





Accounts
receivable are recorded at the invoice amount and do not bear
interest.





7


Income
Taxes





The
Company follows “Accounting for Income Taxes” that requires recognition of
deferred income tax liabilities and assets for the expected future tax
consequences of temporary differences between the income tax basis and financial
reporting basis of assets and liabilities. Provision for income taxes consists
of taxes currently due plus deferred taxes. Because the Company had no
operations, there is no provision for U.S. income taxes and there are no
deferred tax amounts as of March 31, 2010 and December 31, 2010.





The
charge for taxation is based on the results for the year as adjusted for items
which are non-assessable or disallowed. It is calculated using tax rates that
have been enacted or substantively enacted by the balance sheet date. Deferred
tax is accounted for using the balance sheet liability method in respect of
temporary differences arising from differences between the carrying amount of
assets and liabilities in the financial statements and the corresponding tax
basis used in the computation of assessable tax profit. In principle, deferred
tax liabilities are recognized for all taxable temporary differences, and
deferred tax assets are recognized to the extent that it is probable that
taxable profit will be available against which deductible temporary differences
can be utilized.





Deferred
tax is calculated at the tax rates that are expected to apply to the period when
the asset is realized or the liability is settled. Deferred tax is charged or
credited in the income statement, except when it relates to items credited or
charged directly to equity, in which case the deferred tax is also recorded in
equity. Deferred tax assets and liabilities are offset when they relate to
income taxes levied by the same taxation authority and the Company intends to
settle its current tax assets and liabilities on a net basis.





The
Company has adopted “Accounting for Uncertainty in Income Taxes”. A tax position
is recognized as a benefit only if it is “more likely than not” that the tax
position would be sustained in a tax examination, with a tax examination being
presumed to occur. The amount recognized is the largest amount of tax benefit
that is greater than 50% likely of being realized on examination. For tax
positions not meeting the “more likely than not” test, no tax benefit is
recorded. The adoption of FIN 48 had no effect on the Company’s financial
statements.





Recent
Accounting Pronouncements




In
September 2009, the Financial Accounting Standards Board (“FASB”) issued the
FASB Accounting Standards Update No. 2009-09 “Accounting for Investments-Equity
Method and Joint Ventures and Accounting for Equity-Based Payments to
Non-Employees”. This update represents a correction to Section 323-10-S99-4,
Accounting by an Investor for Stock-Based Compensation Granted to Employees of
an Equity Method Investee. Additionally, it adds observer comment Accounting
Recognition for Certain Transactions Involving Equity Instruments Granted to
Other Than Employees to the FASB Accounting Standards Codification (the
“Codification”). The Company does not expect the adoption to have a material
impact on its financial position, results of operations or cash
flows.




In
September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08
“Earnings Per Share - Amendments to Section 260-10-S99”, which represents
technical corrections to topic 260-10-S99, Earnings per share, based on EITF
Topic D-53, Computation of Earnings Per Share for a Period that includes a
Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock
and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock. The Company does not expect
the adoption of this update to have a material impact on its financial position,
results of operations or cash flows.





In August
2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 “Fair
Value Measurement and Disclosures Topic 820 - Measuring Liabilities at Fair
Value”, which provides amendments to subtopic 820-10, Fair Value Measurements
and Disclosures - Overall, for the fair value measurement of liabilities. This
update provides clarification that in circumstances in which a quoted price in
an active market for the identical liability is not available, a reporting
entity is required to measure fair value using one or more of the following
techniques: 1. a valuation technique that uses: a. the quoted price of the
identical liability when traded as an asset, or b. quoted prices for similar
liabilities or similar liabilities when traded as assets; or 2. another
valuation technique that is consistent with the principles of topic
820.  Two examples would be an income approach, such as a present
value technique, or a market approach, such as a technique that is based on the
amount at the measurement date that the reporting entity would pay to transfer
the identical liability or would receive to enter into the identical liability.
The amendments in this update also clarify that when estimating the fair value
of a liability, a reporting entity is not required to include a separate input
or adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of the liability. The amendments in this update also
clarify that both a quoted price in an active market for the identical liability
when traded as an asset in an active market when no adjustments to the quoted
price of the asset are required are Level 1 fair value measurements. The Company
does not expect the adoption of this update to have a material impact on its
financial position, results of operations or cash flows.








8





In August
2009, the FASB issued the FASB Accounting Standards Update No. 2009-04
“Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99”
which represents an update to section 480-10-S99, distinguishing liabilities
from equity, per EITF Topic D-98, Classification and Measurement of Redeemable
Securities. The Company does not expect the adoption of this update to have a
material impact on its financial position, results of operations or cash
flows.





In June
2009, the FASB issued standards that establishes only two levels of GAAP,
authoritative and nonauthoritative. The Codification became the source of
authoritative, nongovernmental GAAP, except for rules and interpretive releases
of the Securities and Exchange Commission (“SEC”), which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the Codification became nonauthoritative.
This standard is effective for financial statements for interim or annual
reporting periods ending after September 15, 2009. We have begun to use the new
guidelines and numbering system prescribed by the Codification when referring to
GAAP and anticipate complete adoption by the third quarter of fiscal 2010. As
the Codification was not intended to change or alter existing GAAP, it will not
have a material impact on our financial statements.





In May
2009, the FASB issued standards that requires management to evaluate subsequent
events through the date the financial statements are either issued, or available
to be issued. Companies are required to disclose the date through which
subsequent events have been evaluated. This standard is effective for interim or
annual financial periods ending after June 15, 2009. The Company evaluated its
March 31, 2010 financial statements for subsequent events through May 13, 2010,
the date the financial statements were available to be issued. Other than the
events in Note 8, the Company is not aware of any subsequent events which would
require recognition or disclosure in the financial statements.




In April
2009, the FASB issued standards that require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. This standard also requires those
disclosures in summarized financial information at interim reporting periods.
This standard applies to all financial instruments within the scope of Statement
107 held by publicly traded companies, as defined by APB 28, and requires that a
publicly traded company shall include disclosures about the fair value of its
financial instruments whenever it issues summarized financial information for
interim reporting periods. This standard is effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009. We do not expect the adoption of this standard to
have a material impact on the Company’s income statement, financial position or
cash flows.




In April
2009, the FASB issued standards that provide additional guidance for estimating
fair value when the volume and level of activity for the asset or liability have
significantly decreased and also includes guidance on identifying circumstances
that indicate a transaction is not orderly for fair value measurements. This
standard is effective for interim and annual periods ending after June 15, 2009.
We do not expect the adoption of this standard to have a material impact on the
Company’s income statement, financial position or cash flows.





3.
Loss Per Common Share





Income
(loss) per common share is based on the weighted average number of common shares
outstanding. The Company complies with Earnings Per Share, which
requires dual presentation of basic and diluted earnings per share on the face
of the statements of operations. Basic per share earnings or loss excludes
dilution and is computed by dividing income (loss) available to common
stockholders by the weighted-average common shares outstanding for the period.
The calculation of diluted net loss per share gives effect to common stock
equivalents; however, potential common shares are excluded if their effect is
antidilutive. Basic loss per common share is based on the weighted average
number of shares of common stock outstanding of 12,090,000 for the periods ended
March 31, 2010 and December 31, 2009. For the periods ended March 31, 2010 and
December 31, 2009, the Company had no dilutive potential common
stock.





4.
Accrued Interest - Related Party





See Note 5. Note Payable – Related
Party for a discussion regarding the Company’s disposition of certain
assets as described in the "Assignment, Release and Quit Claim" agreement,
pursuant to which the Company assigned 100% of its right, title and interest in
and to the oil and gas leases located in Louisiana and Kansas in exchange for
the cancellation of the indebtedness evidenced by a promissory note for $29,500
together with accrued interest and for mutual releases as to any claims,
liabilities and demands between the Company, its officers and directors and the
Assignor and its members.








9





5.
Note Payable - Related Party





On April
30, 2008, the Company entered into an "Assignment and Quit Claim of Oil and Gas
Leases" agreement with the Assignor whereby the Assignor assigned 100% of
Assignor's right, title and interest in and to oil and gas leases located in
Louisiana and Kansas to the Company in exchange for a promissory note for
$29,500 secured by the oil and gas interests assigned, all due and payable in
April 2010.  On March 8, 2010, the Company entered into an
"Assignment, Quit Claim and Release" with the Assignor whereby we assigned 100%
of our right, title and interest in and to the oil and gas leases located in
Louisiana and Kansas in cancellation of the indebtedness evidenced by the
promissory note and accrued interest to the Assignor and entered into mutual
releases as to any claims, liabilities and demands between the Company and the
Assignor.  On March 8, 2010, the Company recorded a debit in the
amount of $29,500, $2,958 and $128 to Note Payable – Related Party, Accrued
Interest – Related Party and Accounts Receivable, respectively, and a
corresponding credit in the amount of $32,330 to Additional Paid in
Capital.





6.
Officer Advances





In
connection with consummation of the Share Purchase Agreement on March 17, 2010,
Paul W. Andre sold and transfered to the Purchaser, for the sum of one hundred
dollars ($100), the receipt and title to the Officer’s Advances owed to Mr.
Andre by the Company.





7.
Equity





Certain
reclassifications have been made in the current year's financial
statements.





On
December 18, 1998 and July 14, 2006, the Company executed a forward stock split,
effected as a stock dividend, which was originally recorded as a debit to
Additional Paid-in Capital and a corresponding credit to Common Stock, in the
amount of $10,230. During the year ended December 31, 2009, the Company recorded
an adjustment, whereby the Company recorded a debit to Retained Earnings and a
credit to Additional Paid-in Capital, in the amount of $10,230. This adjustment
did not change total 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 21, 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 restated 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 shares outstanding increased from 1,860 to 1,860,000. Prior
period information has been restated to reflect the stock split, on a
retroactive basis.





On July
14, 2006, the Company's shareholders declared a 5.5 share dividend for each one
share of the issued and outstanding shares. The record date was July 28, 2006;
payable July 31, 2006. The number of common shares outstanding increased from
1,860,000 to 12,090,000.  Prior period information has been restated
to reflect the stock dividend on a retroactive basis.





The
Company has not authorized any preferred stock.





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





8.
Subsequent Events





The
Company has evaluated subsequent events through May 13, 2010, the date which the
financial statements were available to be issued.




On April
23, 2010, the Company entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”) with Medina Property Group LLC, a Florida limited liability
company (“Medina”). Pursuant to the Asset Purchase Agreement, and upon the terms
and subject to the conditions thereof, the Company agreed to purchase 80% of
certain assets of Medina (the “Acquisition”) known as the Chloride Copper
Project, a former copper producer comprised of a mineral deposit and some
infrastructure located near Kingston, Arizona (the “Mine”). The purchase price
for the Acquisition consists of the issuance at the closing of the Acquisition
of an aggregate of 12,750,000 shares of the Company’s common stock in the name
of Medina (the “Shares Consideration”) and the payment, within 90 days following
the closing of the Acquisition, of $125,000 to a third party designated by
Medina in the Asset Purchase Agreement.  The completion of the
Acquisition is subject to the satisfaction or waiver of a number of closing
conditions set forth in the Asset Purchase Agreement, including among others,
the delivery of a deed and bill of sale with respect to the Mine, the delivery
of a stock certificate representing the Shares Consideration and the release of
all liens and other encumbrances on the Mine.








10






On May 5,
2010, the Company dismissed De Joya Griffith & Company, LLC (“De Joya”) as
its independent registered public accountants, effective on that date. The
Company engaged Tarvaran, Askelson & Company, LLP (“TAC”) as its new
independent registered public accountants, effective May 5, 2010. The decision
to change accountants was recommended and approved by the Company’s board of
directors.




Authorized
capital stock increase





On April
28, 2010, pursuant to Section 78.315 of the Nevada Revised Statutes (the “NRS”)
and subject to stockholder approval, which approval was attained by written
consent in lieu of a meeting of stockholders, pursuant to Section 78.320 of the
NRS, from the holder of 8,515,000 shares of our Common Stock (the “Majority
Stockholder”), which represents approximately 70% of the total votes
outstanding, our Board of Directors unanimously approved (a) increasing the
shares of our authorized capital stock from 25,000,000 to 160,000,000, of which
150,000,000 shall be designated our Common Stock and 10,000,000 shall be
designated preferred stock, par value $0.001 per share, which may be issued from
time to time in one or more series by our Board of Directors pursuant to an
amendment to our Articles of Incorporation (the “Amendment”) and (b) a
six-for-one (6:1) forward split of our issued and outstanding Common Stock
(the “Forward Split”). We expect that the Amendment and the Forward Split
will be effective on or about May 31, 2010.





Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.





The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and the
related notes thereto contained elsewhere in this Form 10-Q and in our annual
report on Form 10-K for the year ended December 31, 2009. This discussion
contains forward-looking statements, made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, that involve risks and
uncertainties. All statements regarding future events, our future financial
performance and operating results, our business strategy and our financing plans
are forward-looking statements. In many cases, you can identify forward-looking
statements by terminology, such as "may," "should," "expects," "intends,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of such terms and other comparable terminology. These
statements are only predictions. Known and unknown risks, uncertainties and
other factors could cause our actual results to differ materially from those
projected in any forward-looking statements. In evaluating these statements, you
should specifically consider various factors, including, but not limited to,
those set forth under "Risk Factors" previously disclosed in Item 1A included in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
which was filed with the SEC on March 2, 2010.





Overview





Sierra
Resource Group, Inc. (the “Company,” “we,” “us,” and “our”) has had no operating
history nor any significant revenues or earnings from operations, with no
significant assets or financial resources. The Company will in all likelihood
sustain operating expense without corresponding revenues, at least until the
consummation of a merger or business combination. This may result in the Company
incurring a net operating loss which will increase continuously until the
Company can consummate a merger or business combination with an operating
business, and potentially thereafter as well. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.





The
Company intends to acquire assets or shares of an entity actively engaged in a
business that generates revenues in exchange for its securities. The Company is
currently focusing its efforts on entering into a business combination with
existing businesses.





The
Company plans to investigate and attempt to attract possible merger or business
acquisition candidates through the issuance of additional shares of its common
stock. This will be a continuous effort and no assurances can be made that it
will be successful. Any merger or business combination requires an extensive
review. The Company is unable at this time to determine with any degree of
accuracy the amount of time that it would take to locate a suitable acquisition
or merger candidate, nor to determine with any degree of certainty the
likelihood of completing such an acquisition or merger.





In order
to obtain further financing, the Company believes that debt financing with third
parties will not be an alternative for funding as the Company does not have
tangible assets to secure such debt financing. We anticipate that any additional
funding will be in the form of equity financing from the sale of our common
stock. However, we do not have any financing arranged and we cannot provide
investors with any assurance that the Company will be able to raise sufficient
funding from the sale of our common stock.






11





Financial
Condition.





We do not
have sufficient cash or other material assets and we are relying on debt
financing from shareholders, officers and directors to meet limited operating
expenses. We do not have sufficient cash or other material assets nor do we have
sufficient operations or an established source of revenue to meet 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.





Company
History





The
Company was incorporated on December 21, 1992 under the laws of the State of
Nevada to engage in any lawful corporate activity. Since March 31, 1993, we have
been in the developmental stage and have had no 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 exploration and
development agreements with third parties wherein said third parties would, at
their 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. On March 31, 1993, 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, became
dormant.





On April
30, 2008, the Company entered into an "Assignment and Quit Claim of Oil and Gas
Leases" agreement with Sierra Asset Holdings LLC (the "Assignor") whereby the
Assignor assigned 100% of Assignor's right, title and interest in and to oil and
gas leases located in Louisiana and Kansas to the Company in exchange for a
promissory note for $29,500 secured by the oil and gas interests assigned, all
due and payable in April 2010. On March 8, 2010, the Company entered into an
"Assignment, Quit Claim and Release" with the Assignor whereby the Company
assigned 100% of its right, title and interest in and to the oil and gas leases
located in Louisiana and Kansas in cancellation of the indebtedness evidenced by
the promissory note and accrued interest to the Assignor and entered into mutual
releases as to any claims, liabilities and demands between the Company and the
Assignor.





On
February 5, 2010, the Company entered into a Share Purchase Agreement (the
"Share Purchase Agreement") with Black Diamond Realty Management, LLC, a Florida
limited liability company (the “Purchaser”), and Paul W. Andre, Sandra J. Andre
and Suzette M. Encarnacion, who were then the Company’s principal stockholders
(collectively, the “Sellers”). Pursuant to the Share Purchase Agreement, and
upon the terms and subject to the conditions thereof, the Purchaser agreed to
purchase an aggregate of Eight Million Five Hundred Fifteen Thousand (8,515,000)
shares (the “Shares”) of the common stock, par value $.001, of the Company owned
by the Sellers (the "Purchase Transaction") for a purchase price equal to Three
Hundred Twenty Five Thousand Dollars ($325,000) (the "Purchase Price"). On March
16, 2010, the Company, the Purchaser and the Sellers entered into Amendment No.
1 to the Share Purchase Agreement, pursuant to which the Purchase Price was
reduced to Two Hundred Twenty Nine Thousand Dollars ($229,000) (the "Reduced
Purchase Price"). On March 17, 2010, the Company, the Purchaser and the Sellers
consummated the Purchase Transaction upon the Purchaser's delivery of the
Reduced Purchase Price to the Sellers and the Sellers delivery to the Purchaser
of the stock certificates representing the Shares.




At the
closing of the Purchase Transaction, the Purchaser received approximately
seventy percent (70%) of the Company's issued and outstanding common stock. In
addition, effective as of March 17, 2010, in connection with the closing of the
Purchase Transaction, (i) Sandra J. Andre and Suzette M. Encarnacion resigned
from their respective positions as officers and directors of the Company and
(ii) the Board elected Michael A. Dougherty and Joshua W. Rohbock to serve as
directors of the Company. Paul W. Andre continued to serve as a director and as
Secretary and Treasurer of the Company until approximately April 22, 2010 (ten
days after the date on which the Company's Information Statement on Schedule 14
f-1 was filed with the SEC and mailed to all the holders of record of the
Company's common stock).






Recent
Developments




On April
23, 2010, the Company entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”) with Medina Property Group LLC, a Florida limited liability
company (“Medina”). Pursuant to the Asset Purchase Agreement, and upon the terms
and subject to the conditions thereof, the Company agreed to purchase 80% of
certain assets of Medina (the “Acquisition”) known as the Chloride Copper
Project, a former copper producer comprised of a mineral deposit and some
infrastructure located near Kingston, Arizona (the “Mine”). The purchase price
for the Acquisition consists of the issuance at the closing of the Acquisition
of an aggregate of 12,750,000 shares of the Company’s common stock in the name
of Medina (the “Shares Consideration”) and the payment, within 90 days following
the closing of the Acquisition, of $125,000 to a third party designated by
Medina in the Asset Purchase Agreement.  The completion of the
Acquisition is subject to the satisfaction or waiver of a number of closing
conditions set forth in the Asset Purchase Agreement, including among others,
the delivery of a deed and bill of sale with respect to the Mine, the delivery
of a stock certificate representing the Shares Consideration and the release of
all liens and other encumbrances on the Mine.






12






The
foregoing description of the Asset Purchase Agreement is only a summary, does
not purport to be complete and is qualified in its entirety by reference to the
copy of the Asset Purchase Agreement as filed with the Commission as
Exhibit 10.01 on April 29, 2010 and incorporated herein by
reference.




Shell
Issues.





The
Securities and Exchange Commission (the “Commission”) has adopted a rule (Rule
419) which defines a blank check company as (i) a developmental 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
to engage in a merger or acquisition with an unidentified company or companies.
We have not been informed that the 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 1992, we had a specific business plan and
purposes. 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.





On June
29, 2005, the Commission adopted 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 nominal operations/assets or assets
consisting of cash and cash equivalents. The amendments prohibit the use of a
Form S-8 (a form used by a corporation to register securities issued to an
employee, director, officer consultant or advisor, under certain circumstances),
and review the Form 8-K to require a shell company to include current Form 10
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 kind of
information as is available to investors on public companies with continuing
operations.





On
February 15, 2008, the Commission adopted final rules amending Rule 144 (and
Rule 145) for shell companies like us. The amendments currently in full force
and effect provide that the current holding periods applicable to affiliates and
non-affiliates is now available for securities currently issued by either a
reporting or non-reporting shell company, unless certain conditions are met. An
investor will be able to resell securities issued by a shell company subject to
Rule 144 conditions if the reporting or non-reporting issuer (i) had ceased to
be a shell (ii) is subject to the reporting obligations under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (iii) has filed all
required Exchange Act reports during the proceeding twelve months, and (iv) at
least 90 days has elapsed from the time the issuer has filed the "Form 10
Information" reflecting the fact that it had ceased to be a shell company before
any securities were sold under Rule 144. The amendment to Rule 144(i)(1)(i) was
not intended to capture a "start-up company," or a company with limited
operating history or the shares originally issued by us in 1992, except for the
shares of stock currently held by our officers and directors
(affiliates).





Results
of Operations





Net
Loss





For the
three months ended March 31, 2010 and 2009, the Company had a net loss of
approximately $15 and $7,700, respectively. At March 31, 2010 and December 31,
2009, the Company had an accumulated deficit of $133,197 and $133,182,
respectively.





Liquidity
and Capital Resources





We had
working capital of approximately $1,800 at March 31, 2010. The Company is
dependent upon shareholders, officers and directors to meet any de minimis costs
that may occur. In the past, the Company relied upon Paul W. Andre, an officer
and director of the Company, who had agreed to provide the necessary funds,
without interest, for the Company to comply with the Exchange Act, provided that
he remained an officer and director of the Company when the obligation is
incurred.






13





At the
closing of the Purchase Transaction, the Purchaser received approximately
seventy percent (70%) of the Company's issued and outstanding common stock. In
addition, effective as of March 17, 2010, in connection with the closing of the
Purchase Transaction, (i) Sandra J. Andre and Suzette M. Encarnacion resigned
from their respective positions as officers and directors of the Company and
(ii) the Board elected Michael A. Dougherty and Joshua W. Rohbock to serve as
directors of the Company. Paul W. Andre is continuing to serve as a director and
as Secretary and Treasurer of the Company until approximately April 22, 2010
(ten days after the date on which the Company's Information Statement on
Schedule 14 f-1 was filed with the SEC and mailed to all the holders of record
of the Company's common stock).





As a
result of the foregoing, the Company expects to primarily rely upon debt
financing from its shareholders, officers and directors to meet limited
operating expenses, however, no assurances can be made that these avenues of
funding will be available to the Company to meet limited operating expenses or
fund operations. Even if the Company is able to obtain funding, there can be no
assurance that a sufficient level of revenue will be attained to fund such
operations or that unbudgeted costs will not be incurred. Future events,
including the problems, delays, expenses and difficulties frequently encountered
by similarly situated companies, as well as changes in economic, regulatory or
competitive conditions, may lead to cost increases that could make the net
proceeds of any new funding and cash flow from any operations insufficient to
fund our capital requirements. There can be no assurance that we will be able to
obtain such additional funding from officers and directors or other investors on
terms acceptable to us, if at all. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.





Total assets were zero at
March 31, 2010 versus $1,900 at December 31, 2009.





Amortization Expense at March 31, 2010 and
December 31, 2009 was zero and $1,400, respectively.





Off-Balance
Sheet Arrangements





We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues and results of
operations, liquidity, or capital expenditures.





Item 3. Quantitative and Qualitative
Disclosures About Market Risk.





We are a
“smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.





Item
4T. Controls and Procedures.





As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our president and principal financial
officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e)
and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our
president and principal financial officer concluded that, as of March 31, 2010,
our disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is: (1) accumulated and communicated to our management, including
our president and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure; and (2) recorded, processed, summarized
and reported, within the time periods specified in the Commission's rules and
forms. There was no change to our internal controls or in other factors that
could affect these controls during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.





PART
II





Item 1.  Legal
Proceedings.





We are
not a party to any pending legal proceeding that is not in the ordinary course
of business or otherwise material to the financial condition of our
business.





Item
1A. Risk Factors.





We are a
“smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.





Item 2.  Unregistered Sales of Equity
Securities and Use of Proceeds.





Not
applicable.




Item
3.  Defaults Upon Senior Securities.





Not
applicable.





14


Item 4.  Other
Information.




On April
28, 2010, in accordance with the Articles of Incorporation and Bylaws of the
Company, and Section 78.320 of the Nevada Revised Statutes, the Majority
Stockholder approved the following matters by written consent in lieu of a
meeting of stockholders:




·
            increasing
      the shares of our authorized capital stock from 25,000,000 to 160,000,000,
      of which 150,000,000 shall be designated our Common Stock and 10,000,000
      shall be designated preferred stock, par value $0.001 per share, which may
      be issued from time to time in one or more series by our Board of
      Directors pursuant to an amendment to our Articles of Incorporation (the
      “Amendment”); and


·
            a
      six-for-one (6:1) forward split of our issued and outstanding Common
      Stock;




The
foregoing description of the Amendment is only a summary, does not purport to be
complete and is qualified in its entirety by reference to the copy of the
Certificate of Amendment to the Articles of Incorporation effecting the
Amendment, in substantially the form filed herewith as Exhibit 3.03 and
incorporated herein by reference.




Item
5.  Exhibits


Exhibit
              Number
            
            Description3.01
            
            Articles
      of Incorporation, as amended(1)3.02
            
            Bylaws(1)3.03
            
            Certificate
      of Amendment to the Articles of Incorporation*10.01
            
            Assignment,
      Quit Claim and Release, dated March 8, 2010, between the Registrant and
      Sierra Asset Holdings LLC(2)10.02
            
            Share
      Purchase Agreement, dated February 5 2010, by and among Black Diamond
      Realty Management, LLC, the Registrant and Paul W. Andre, Sandra J. Andre
      and Suzette M. Encarnacion(3)10.03
            
            Amendment
      No. 1 to Share Purchase Agreement, dated March 16, 2010, by and among
      Black Diamond Realty Management, LLC, the Registrant and Paul W. Andre,
      Sandra J. Andre and Suzette M. Encarnacion(3)10.04
            
            Asset
      Purchase Agreement, dated April 23, 2010, between the Registration and
      Medina Property Group LLC(4)31.01*
            
            Certification
      by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act31.02*
            
            Certification
      by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act32.01*
            
            Certification
      by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code32.02*
            
            Certification
      by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code(1)
            
            Incorporated
      by reference to an exhibit to the Registration Statement on Form 10-SB of
      the Registrant, filed with the  Commission on January 27,
      1999(2)
            
            Incorporated
      by reference to an exhibit to the Current Report on Form 8-K of the
      Registrant, filed with the Commission on March 9, 2010.(3)
            
            Incorporated
      by reference to an exhibit to the Current Report on Form 8-K of the
      Registrant, filed with the Commission on March 30,
2010.(4)
            
            Incorporated
      by reference to an exhibit to the Current Report on Form 8-K of the
      Registrant, filed with the Commission on April 29,
2010.*
            
            Filed
      herewith.


15











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.











SIERRA
      RESOURCE GROUP, INC.Date:
      May 21, 2009
            By:
            /s/
      Michael DoughertyMichael
      DoughertyPresident
      and
              Principal
      Financial Officer








16





EXHIBIT
INDEX








Exhibit
            
            DescriptionNumber3.01
            
            Articles
      of Incorporation, as amended(1)3.02
            
            Bylaws(1)3.03
            
            Certificate
      of Amendment to the Articles of Incorporation*10.01
            
            Assignment,
      Quit Claim and Release, dated March 8, 2010, between the Registrant and
      Sierra Asset Holdings LLC(2)10.02
            
            Share
      Purchase Agreement, dated February 5 2010, by and among Black Diamond
      Realty Management, LLC, the Registrant and Paul W. Andre, Sandra J. Andre
      and Suzette M. Encarnacion(3)10.03
            
            Amendment
      No. 1 to Share Purchase Agreement, dated March 16, 2010, by and among
      Black Diamond Realty Management, LLC, the Registrant and Paul W. Andre,
      Sandra J. Andre and Suzette M. Encarnacion(3)10.04
            
            Asset
      Purchase Agreement, dated April 23, 2010, between the Registration and
      Medina Property Group LLC(4)31.01*
            
            Certification
      by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act31.02*
            
            Certification
      by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act32.01*
            
            Certification
      by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code32.02*
            
            Certification
      by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code(1)
            
            Incorporated
      by reference to an exhibit to the Registration Statement on Form 10-SB of
      the Registrant, filed with the Commission on January 27,
    1999(2)
            
            Incorporated
      by reference to an exhibit to the Current Report on Form 8-K of the
      Registrant, filed with the Commission on March 9, 2010.(3)
            
            Incorporated
      by reference to an exhibit to the Current Report on Form 8-K of the
      Registrant, filed with the Commission on March 30,
2010.(4)
            
            Incorporated
      by reference to an exhibit to the Current Report on Form 8-K of the
      Registrant, filed with the Commission on April 29,
2010.*
            
            Filed
      herewith.









17