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



                                    FORM 10-Q
                               AMENDMENT NUMBER 2



                                   (Mark One)

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

                                       OR

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


                  FOR THE TRANSITION FROM _______ TO ________.


                        COMMISSION FILE NUMBER 000-25301


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


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


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


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


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


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

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

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

At June 30, 2008, and as of the date hereof,  there were outstanding  12,090,000
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 Enterprise)

                                FINANCIAL REPORTS


























                                        2


<PAGE>


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

                                    CONTENTS


FINANCIAL STATEMENTS

          Contents                                                             3

          Balance Sheets                                                       4

          Statements of Operations                                             5

          Statement of Stockholders' Deficit                                   6

          Statements of Cash Flows                                             7

          Notes to Financial Statements                                     8-11
________________________________________________________________________________



















                                        3


<PAGE>

<TABLE>
<CAPTION>

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

                                                                     As of            As of
                                                                  June 30,     December 31,
                                                                      2008             2007
                                                                (Unaudited)        (Audited)
                                                                 _________      ___________
<S>                                                              <C>            <C>
                                     ASSETS
CURRENT ASSETS
   Cash in Bank                                                  $     812      $         -
   Accounts Receivable                                                  16                -
   Oil & Gas Interests                                              29,500                -
                                                                 _________      ___________

     Total current assets                                           30,328                -
                                                                 _________      ___________

          Total assets                                           $  30,328      $         -
                                                                 =========      ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Officers advances                                           $  68,429      $    60,563
                                                                 _________      ___________

          Total current liabilities                                 68,429           60,563
                                                                 _________      ___________

LONG-TERM LIABILITIES
   Note payable                                                     29,500                -
                                                                 _________      ___________

          Total long-term liabilities                               97,929           60,563
                                                                 _________      ___________

          Total liabilities                                         97,929           60,563
                                                                 _________      ___________

STOCKHOLDERS' DEFICIT
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:  12,090,000
        shares at June 30, 2008 and December 31, 2007               12,090           12,090
     Additional paid-in capital                                    (10,230)         (10,230)
     Accumulated deficit during development stage                  (69,461)         (62,423)
                                                                 _________     ____________

          Total stockholders' deficit                              (67,601)         (60,563)
                                                                 _________     ____________

               Total liabilities and stockholders' deficit       $  30,328      $         -
                                                                 =========      ===========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                        4


<PAGE>

<TABLE>
<CAPTION>

                           SIERRA RESOURCE GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            STATEMENTS OF OPERATIONS


                                    For the three      For the three        For the six        For the six        From inception
                                     Months Ended       Months Ended       Months Ended       Months Ended      Dec. 21, 1992 to
                                    June 30, 2008      June 30, 2007      June 30, 2008      June 30, 2007         June 30, 2008
                                      (Unaudited)        (Unaudited)        (Unaudited)        (Unaudited)           (Unaudited)
                                    _____________      _____________      _____________      _____________        ______________
<S>                                  <C>               <C>                  <C>               <C>                 <C>

Revenues                             $        78        $         -        $        78        $         -         $        78

Cost of revenue                                -                  -                  -                  -                   -
                                     ___________        ___________        ___________        ___________         ___________

           Gross profit                       78                  -                 78                  -                  78

General, selling and
   administrative expenses                 3,616                444              7,116              2,244              69,539
                                     ___________        ___________        ___________        ___________         ___________
           Operating loss                 (3,616)              (444)            (7,116)            (2,244)            (69,539)

Non operating income (expense)                 -                  -                  -                  -                   -
                                     ___________        ___________        ___________        ___________         ___________

   Net loss                          $    (3,538)       $      (444)       $    (7,038)       $    (2,244)        $   (69,461)
                                     ===========        ===========        ===========        ===========         ===========

   Net loss per share, basic
   and diluted                       $     (0.00)       $     (0.00)       $     (0.00)       $     (0.00)        $     (0.00)
                                     ===========        ===========        ===========        ===========         ===========

   Average number of shares
   of common stock outstanding        12,090,000         12,090,000         12,090,000         12,090,000          12,090,000
                                     ===========        ===========        ===========        ===========         ===========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                        5


<PAGE>

<TABLE>
<CAPTION>

                           SIERRA RESOURCE GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                                   (Unaudited)
                                                                                      Accumulated
                                                                                        Deficit
                                            Common Stock             Additional         During
                                       _______________________        Paid In         Development
                                        Shares         Amount         Capital            Stage          Total
                                       _________       _______       __________       ___________      ________
<S>                                    <C>              <C>            <C>              <C>             <C>

December 21, 1992, issue
  common stock                         12,090,000       $12,090        $(10,230)        $      -        $  1,860
Net loss, December 31, 1992                                                               (1,860)         (1,860)
                                       __________       _______        ________         ________        ________

Balance, December 31, 1992             12,090,000       $12,090        $(10,230)        $      -        $      -
Net loss, December 31, 1993                                                                    -               -
                                       __________       _______        ________         ________        ________

Balance, December 31, 1993             12,090,000       $12,090        $(10,230)        $ (1,860)       $      -
Net loss, December 31, 1994                                                                    -               -
                                       __________       _______        ________         ________        ________

Balance, December 31, 1994             12,090,000       $12,090        $(10,230)        $ (1,860)       $      -

Net loss, December 31, 1995                                                                    -               -
                                       __________       _______        ________         ________        ________

Balance, December 31, 1995             12,090,000       $12,090        $(10,230)        $ (1,860)       $      -

Net loss, December 31, 1996                                                                    -               -
                                       __________       _______        ________         ________        ________

Balance, December 31, 1996             12,090,000       $12,090        $(10,230)        $ (1,860)       $      -

Net loss, December 31, 1997                                                                    -               -
                                       __________       _______        ________         ________        ________

Balance December 31, 1997              12,090,000       $12,090        $(10,230)        $ (1,860)       $      -

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

December 18, 1998, forward stock
   1000:1                                                 1,858          (1,858)

Net loss, December 31, 1998                                                                 (450)           (450)
                                       __________       _______        ________         ________        ________

Balance, December 31, 1998             12,090,000       $12,090        $(10,230)        $ (2,320)       $   (450)

Net loss, December 31, 1999                                                              (22,668)        (22,668)
                                       __________       _______        ________         ________        ________

Balance, December 31, 1999             12,090,000       $ 1,860        $(10,230)        $(24,978)       $(23,118)

Net loss, December 31, 2000                                                               (8,394)         (8,394)
                                       __________       _______        ________         ________        ________

Balance, December 31, 2000             12,090,000       $12,090        $(10,230)        $(33,372)       $(31,512)

Net loss, December 31, 2001                                                               (4,888)         (4,888)
                                       __________       _______        ________         ________        ________

Balance, December 31, 2001             12,090,000       $12,090        $(10,230)        $(38,260)       $(36,400)

Net loss, December 31, 2002                                                               (3,156)         (3,156)
                                       __________       _______        ________         ________        ________

Balance, December 31, 2002             12,090,000       $12,090        $(10,230)        $(41,416)       $(39,556)

Net loss, December 31, 2003                                                                  (85)            (85)
                                       __________       _______        ________         ________        ________

Balance, December 31, 2003             12,090,000       $12,090        $(10,230)        $(41,501)       $(39,641)

Net loss, December 31, 2004                                                               (2,840)         (2,840)
                                       __________       _______        ________         ________        ________

Balance, December 31, 2004             12,090,000       $12,090        $(10,230)        $(44,341)       $(42,481)
Net loss, December 31, 2005                                                               (8,415)         (8,415)
                                       __________       _______        ________         ________        ________

Balance, December 31, 2005             12,090,000       $12,090        $(10,230)        $(52,756)       $(50,896)
July 14, 2006, forward stock
  dividend: 5.5:1
Net loss, December 31, 2006                                                              ( 4,387)        ( 4,387)
                                       __________       _______        ________         ________        ________
Balance, December 31, 2006             12,090,000       $12,090        $(10,230)        $(57,143)       $(55,283)
Net loss, December 31, 2007                                                              ( 5,280)        ( 5,280)
                                       __________       _______        ________         ________        ________
Balance, December 31, 2007             12,090,000       $12,090        $(10,230)        $(62,423)       $(60,563)
Net loss, June 30, 2008                                                                   (7,038)         (7,038)
                                       __________       _______        ________         ________        ________
Balance, June 30, 2008(Unaudited)      12,090,000       $12,090        $(10,230)        $(69,461)       $(67,601)
                                       ==========       =======        ========         ========        ========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                        6


<PAGE>

<TABLE>
<CAPTION>

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



                                                   For the Six          For the Six          From inception
                                                  Months Ended         Months Ended        Dec. 21, 1992 to
                                                 June 30, 2008        June 30, 2007           June 30, 2008
                                                   (Unaudited)          (Unaudited)             (Unaudited)
                                                 _____________        _____________        ________________
<S>                                              <C>                  <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                        $ ( 7,038)           $ ( 2,244)            $ (69,461)
Changes in assets and liabilities
   (Increase) decrease in accounts
      receivable                                         (16)                   -                   (16)
   Increase (decrease) in accounts
      payable                                              -                 (456)                    -
                                                   _________            _________             _________

Net cash used in operating activities                 (7,054)              (2,700)              (69,477)
                                                   _________            _________             _________

CASH FLOWS FROM INVESTING ACTIVITIES

   Investment in oil and gas interests               (29,500)                   -               (29,500)
                                                   _________            _________             _________

   Net cash used in investing activities             (29,500)                   -               (29,500)

CASH FLOWS FROM FINANCING ACTIVITIES

   Issuance of common stock                                -                    -                 1,860
   Increase in officer advances                        7,866                2,700                68,429
   Proceeds from note payable                         29,500                    -                29,500
                                                   _________            _________             _________

Net cash provided by financing activities             37,366                2,700                99,789
                                                   _________            _________             _________

Net increase (decrease) in cash                          812                    -                   812

Cash, beginning of period                                  -                    -                     -

Cash, end of period                                $     812            $       -             $     812
                                                   =========            =========             =========

SUPPLEMENTAL INFORMATION

Interest paid                                      $       -            $       -             $       -
                                                   =========            =========             =========
Income taxes paid                                  $       -            $       -             $       -
                                                   =========            =========             =========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                        7


<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 2008
                                   (UNAUDITED)


NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

The  accompanying  Financial  Statements  of Sierra  Resource  Group,  Inc. (the
"Company")  should be read in  conjunction  with the Company's  Annual Report on
Form 10-K for the year ended December 31, 2007.  Significant accounting policies
disclosed therein have not changed.

The accompanying  Financial  Statements and the related footnote information are
unaudited.  In the opinion of  management,  they  include  all normal  recurring
adjustments  necessary  for a fair  presentation  of the  balance  sheet  of the
Company as of June 30, 2008 and the results of operations and cash flows for the
three and six months ended June 30,  2008.  Results of  operations  reported for
interim periods are not necessarily indicative of results for the entire year.

Sierra Resource Group,  Inc.  ("Company") was organized  December 21, 1992 under
the laws of the State of Nevada.  The Company currently has start-up  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 June 30, 2008 and December 31, 2007.

INCOME TAXES

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES," and clarified by FIN
48,  "ACCOUNTING  FOR  UNCERTAINTY IN INCOME  TAXES--AN  INTERPRETATION  OF FASB
STATEMENT  NO.  109." 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.


                                       8


<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 2008
                                   (UNAUDITED)


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

SHARE BASED EXPENSES

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123R "SHARE  BASED  PAYMENT."  This  statement is a revision to SFAS 123 and
supersedes  Accounting  Principles  Board (APB) Opinion No. 25,  "ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES," and amends FASB Statement No. 95, "STATEMENT OF CASH
FLOWS." This statement  requires a public entity to expense the cost of employee
services received in exchange for an award of equity instruments. This statement
also  provides  guidance  on valuing  and  expensing  these  awards,  as well as
disclosure  requirements of these equity arrangements.  The Company adopted SFAS
No. 123R upon  creation of the  company  and  expenses  share based costs in the
period incurred.

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.  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  net loss per  common  share is based on the  weighted  average  number of
shares of common stock  outstanding of 12,090,000  during 2008,  2007, and since
inception.  As of June 30, 2008 and December 31, 2007, and since inception,  the
Company had no dilutive potential common shares.

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 the  liquidation  of  liabilities  in the normal
course of business.  Currently,  the Company  does not have  adequate  cash,  or
significant material assets, nor does it have substantial operations or a source
of revenue sufficient to cover its operation costs and allow it to continue as a
going concern.  The Company has experienced  recurring net operating  losses and
had an  accumulated  deficit of $69,461 as of June 30, 2008. The Company will be
dependent upon the raising of additional capital through placement of our common
stock in order to implement its business  plan.  There can be no assurance  that
the Company  will be  successful  in either  situation in order to continue as a
going concern.  The officers and directors  have committed to advancing  certain
operating costs of the Company.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, THE FAIR VALUE  OPTION FOR  FINANCIAL
ASSETS AND FINANCIAL  LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported  earnings cause by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting


                                       9


<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 2008
                                   (UNAUDITED)


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

provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of the  Company's  first  fiscal  year that  begins  after
November 15, 2007, although earlier adoption is permitted.  Effective January 1,
2008, the Company adopted this  statement.  To date, the Company has not applied
this  standard to the  measurement  of any reported  amounts.  Accordingly,  the
adoption of this  standard did not have any impact on the  Company's  results of
operations or financial position.

In  December  2007,  the  FASB  issued  SFAS 160,  Noncontrolling  Interests  in
Consolidated Financial Statements, an Amendment of ARB 51 ("SFAS 160"). SFAS 160
establishes new accounting and reporting standards for noncontrolling  interests
in a subsidiary  and for the  deconsolidation  of a  subsidiary.  SFAS 160  will
require  entities  to  classify  noncontrolling  interests  as  a  component  of
stockholders'  equity and will require subsequent changes in ownership interests
in a subsidiary  to be  accounted  for as an equity  transaction.  Additionally,
SFAS 160  will  require  entities  to  recognize a gain or loss upon the loss of
control of a subsidiary and to remeasure any ownership interest retained at fair
value on that date.  This  statement  also requires  expanded  disclosures  that
clearly  identify and  distinguish  between the  interests of the parent and the
interests of the noncontrolling  owners.  SFAS 160 is effective on a prospective
basis for years,  and interim periods within those years,  beginning on or after
December 15,  2008,  except for the  presentation  and disclosure  requirements,
which  are  required  to be  applied  retrospectively.  Early  adoption  is  not
permitted.

At June 30,  2008,  the Company  did not have any  noncontrolling  interests  in
subsidiaries.  Management  is currently  evaluating  the effects,  if any,  that
SFAS 160  will have  upon the  presentation  and  disclosure  of  noncontrolling
interests in the consolidated financial statements.

In March  2008,  the FASB  issued  SFAS No.  161,  "Disclosures  and  Derivative
Instruments  and Hedging  Activities - an amendment of FASB Statement No. 133, "
(SFAS "161") as amended and  interpreted,  which requires  enhanced  disclosures
about an entity's  derivative and hedging  activities  and thereby  improves the
transparency  of financial  reporting.  Disclosing  the fair value of derivative
instruments  and their  gains and  losses in a tabular  format  provides  a more
complete picture of the location in an entity's financial statements of both the
derivative  positions existing at period end and the effect of using derivatives
during  the  reporting  period.   Entities  are  required  to  provide  enhanced
disclosures  about (a) how and why any entity uses derivative  instruments,  (b)
how  derivative  instruments  and related  hedged items are  accounted for under
Statement  133  and  its  related   interpretations,   and  (c)  how  derivative
instruments  and related  hedged  items affect an entity's  financial  position,
financial  performance,  and cash flows, SFAS No. 161 is effective for financial
statements  issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted.

At June 30, 2008, the Company did not have any derivative instruments or hedging
activities.  Management  is  aware  of the  requirements  of SFAS  161 and  will
disclose when appropriate.

In May 2008, the FASB issued SFAS No. 163,  "Accounting for Financial  Guarantee
Insurance  Contracts - An  interpretation  of FASB  Statement  No. 60." SFAS 163
requires that an insurance  enterprise  recognize a claim  liability prior to an
event  of  default  (  insured   event)  when  there  is  evidence  that  credit
deterioration  has occurred in an insured financial  obligation.  This statement
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium  revenue  and claim  liabilities.  Those  clarifications  will  increase
comparability in financial  reporting of financial guarantee insurance contracts
by insurance  enterprises.  This statement  requires expanded  disclosures about
financial guarantees  contracts.  The accounting and disclosure  requirements of
the  Statement  will  improve  the quality of  information  provided to users of
financial statements. SFAS 163 will be effective for financial statements issued
for fiscal years  beginning after December 15, 2008. The Company does not expect
the adoption of SFAS 163 will have a material impact on its financial  condition
or results of operation.

NOTE 2. STOCKHOLDERS' DEFICIT

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  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.


                                       10


<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 2008
                                   (UNAUDITED)


NOTE 2. STOCKHOLDERS DEFICIT (CONTINUED)

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.

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

The Company has not authorized any preferred stock.

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

NOTE 3.  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  persons  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.  As of June 30, 2008 and December 31, 2007,  the
Company owed an officer $68,429 and $60,563, respectively.

During the period ended June 30, 2008,  the Company  entered into an "Assignment
and Quit Claim of Oil and Gas Leases"  agreement (the  "Agreement")  with Sierra
Asset  Holdings  LLC (the  "Assignor")  whereby the  Assignor  assigned  100% of
Assignor's  right,  title and interest in and to the leasehold estate in the oil
and gas  leases  located  in  Louisiana  and  Kansas for a note in the amount of
$29,500  secured  by the  oil  and  gas  interests  assigned.  According  to the
Agreement,  the Assignor conveyed 100% of .04% working interests with a .03% net
revenue interest in one well and conveyed 100% of .035% working interests with a
..03% net revenue interest in three wells. The Company incurred an obligation for
$29,500 for the  interests to the  Assignor,  all due and payable in April 2010.
The  Assignor  paid cash in the amount of $29,500 to Natural Gas & Oil  "Choice"
Development Fund I, LP and Team Resources, Inc. during the period ended June 30,
2008 for the acquired interests assigned.

The Assignor is an affiliate of an officer and director of the Company. The note
to the  Assignor  is in the  amount of  $29,500  and is  secured  by a  security
interest  in the  acquired  interests  assigned.  The note is due and payable in
April  2010.  Giving  effect to the  transaction,  the  Company is  directly  or
indirectly obligated to the officers and directors in the total sum of $97,929.


                                       11


<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 10Q should be read as
being applicable to all related forward-looking  statements wherever they appear
in this  Form 10Q.  Our  actual  results  could  differ  materially  from  those
discussed in this report.

Sierra  Resource  Group,  Inc.  (sometimes the "Company")  currently has limited
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 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,
1993,  the Company was still deemed to be a  development  stage  company and all
funds raised in order to fulfill our initial objective had been expended and we,
thereafter, become dormant.

On April 30, 2008, we entered and completed our acquisition of certain assets as
described  in the  "Assignment  and Quit Claim of Oil and Gas Leases"  agreement
(the  "Agreement")  with Sierra Asset Holdings LLC (the "Assignor")  whereby the
Assignor  assigned  100% of Assignor's  right,  title and interest in and to the
leasehold estate in the oil and gas leases located in Louisiana and Kansas for a
note of $29,500 secured by the oil and gas interests assigned.

Pursuant to the Agreement,  the Assignor conveyed 100% of .04% working interests
with a .03% net revenue  interest in one well and conveyed 100% of .035% working
interests with a .03% net revenue interest in three wells. The Assignor had paid
$29,500 for the  interest to Natural Gas & Oil "Choice"  Development  Fund I, LP
and Team Resources, Inc., during the period ended April 30, 2008.

Paul Andre, an officer and director of the Company, provided the funds to Sierra
Asset Holdings LLC to acquire the working and net revenue  interest in the wells
from Natural Gas & Oil "Choice" Development Fund I, LP., an unrelated party.

Natural Gas & Oil "Choice" Development Fund I, LP and Team Resources, Inc. (with
the other interest  holders) have assumed all future and contingent  obligations
of the Assignor  relating to the  interest,  inclusive of drilling,  testing and
completion of the wells and/or costs associated with the abandonment of the well
and shut-in costs.

As of the date hereof, we can also be defined as a "shell" company.

PLAN OF OPERATION.

We intend to seek to acquire assets or shares of an entity  actively  engaged in
business  that  generates  revenues  in  exchange  for our  securities.  We have
currently  recommenced  focusing our efforts on reviewing  and  negotiating  the
acquisition of mineral prospects or entering into a business combination with an
existing mineral business.  As of the date hereof, we have acquired interests in
four wells.  Other  parties  with whom our officers  have held very  preliminary
negotiations  appear to be insistent on our stock being listed on an exchange or
in a  quotation  system.  Our stock is not  currently  listed on an  exchange or
quotation system.

Our plan of  operations  for the next twelve months is to complete the following
objectives within the time periods specified:

1.   We will  attempt to obtain a trading  symbol to trade our shares in the OTC
     Bulletin  Board  System.  A  broker-dealer   has  been  requested  to  make
     application to the Financial  Industry  Regulatory  Authority for a trading
     symbol to begin trading our shares on the OTC Bulletin Board.


                                       12


<PAGE>


2.   We plan to investigate and attempt to attract possible projects,  merger or
     business  acquisition  candidates through the issuance of additional shares
     of our common stock. This will be a continuous effort.

3.   The acquisition of additional  interests in any mineral properties requires
     an  extensive  review,  as does the  investigation  of any other  merger or
     acquisition  candidate.  We are unable at this time, to determine  with any
     degree of accuracy the amount of time that it would take for us to locate a
     suitable   acquisition   or  merger   candidate  and  to  complete  such  a
     transaction.

In order to obtain  further  financing,  unless we complete an  acquisition of a
mineral prospect,  we believe that debt financing will not be an alternative for
funding  as we do not have  tangible  assets to secure  any 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 we will be able
to raise sufficient funding from the sale of our common stock.

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 to 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 1992, 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.

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  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.

On February 15, 2008, the Securities and Exchange 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  revised  holding
periods  applicable to affiliates  and  non-affiliates  is not 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 Exchange Act reporting obligations, (iii) has filed all required Exchange
Act reports during the preceeding  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 Rule 144. The amendment to Rule  144(i)(1)(i) was not intended to capture a
"startup  company," or a company with a 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).

FINANCIAL CONDITION

Our auditor's  going concern  opinion for the prior year then ended December 31,
2007 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 nor 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.


                                       13


<PAGE>


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

LIQUIDITY AND OPERATIONAL RESULTS

The Company has no current  operating  history and does not have any revenues or
earnings  from  operations.   The  Company  has  limited  assets  and  financial
resources.  We will,  in all  likelihood,  sustain  operating  expenses  without
corresponding  revenues,  at least until the  acquisition of additional  mineral
prospects  or  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  the  acquisition  of additional  mineral  prospects or a
business  combination  with  a  profitable  business  opportunity.  There  is no
assurance  that  the  Company  can  identify  such  a  business  opportunity  or
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 June 30,  2008,  we had total assets of $30,328 and total  liabilities  of
$97,929 and we had a negative net worth of $67,601.  As of December 31, 2007, we
had no assets  and total  liabilities  of $60,563  and a  negative  net worth of
$60,563.

We have had nominal  revenues from  inception  through June 30, 2008. We have an
accumulated deficit from inception through June 30, 2008 of $69,461.

We have an  officer's  advance of $60,563 as of December 31, 2007 and $68,429 as
of June 30,  2008.  The note payable of $29,500 is to an affiliate of an officer
and giving  effect to the note,  the Company was  obligated to the officer as of
June 30, 2008 for $97,929.

ITEM 3. EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.

There have been changes in our internal  controls over financial  reporting that
occurred during our most recent fiscal quarter that has materially effected,  or
is reasonably  likely to materially  affect our internal controls over financial
reporting.

We had  previously  concluded  for the  quarter  ended  March 31,  2008 that our
disclosure controls and procedures were ineffective.  We had filed our Form 10-Q
for the  quarter  ended  March 31,  2008 on May 13,  2008 prior to our  external
auditors  completing  their  audit  and  review of the  corresponding  financial
statements.  We  recognize  that all filings  should be approved by our external
auditors.  Accordingly, we filed our Form 10-Q/A for the quarter ended March 31,
2008 on July 1, 2008 and disclosed this material weakness.  As at June 30, 2008,
all officers and directors,  together with counsel and an unrelated Edgar filing
service  participate,  directly  or  indirectly,  in  obtaining  approval by our
external  auditors  prior  to any  filings  with  the  Securities  and  Exchange
Commission. We believe that this remedied a prior weakness.

Based upon our assessment and the change that was implemented during the current
quarter,  we conclude  that our internal  control over  financial  reporting was
effective to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial  statements for external  purposes in
accordance with generally accepted accounting principles.

ITEM 4(T). CONTROLS AND PROCEDURES.

Internal control over financial  reporting refers to the process designed by, or
under the  supervision  of,  our Chief  Executive  Officer  and Chief  Financial
Officer, and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting  principles,  and includes those policies and
procedures that:

o    Pertain to the maintenance of records that in reasonable  detail accurately
     and fairly reflect the transactions and dispositions of our assets;

o    Provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with generally
     accepted accounting principles,  and that our receipts and expenditures are
     being made only in accordance  with  authorization  of our  management  and
     directors; and


                                       14


<PAGE>


o    Provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized acquisitions, use or disposition of our assets that could have
     a material effect on the financial statements.

Internal control over financial  reporting cannot provide absolute  assurance of
achieving financial reporting objectives because of its inherent limitations. It
is a process that  involves  human  diligence and  compliance  and is subject to
lapses in judgment and breakdowns resulting from human failures.  It also can be
circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements may not
be prevented or detected on a timely  basis by internal  control over  financial
reporting.  However,  these  inherent  limitations  are  known  features  of the
financial  reporting  process.  Therefore,  it is  possible  to design  into the
process  certain  safeguards  to  reduce,  though  not  eliminate,   this  risk.
Management is responsible for  establishing  and maintaining  adequate  internal
control over our  financial  reporting.  To avoid  segregation  of duties due to
management  accounting size,  management has engaged an outside CPA to assist in
the financial reporting.

Management  has used the  framework  set forth in the report  entitled  Internal
Control  -  Integrated  Framework  published  by  the  Committee  of  Sponsoring
Organizations  of the  Treadway  Commission,  known as  COSO,  to  evaluate  the
effectiveness of our internal control over financial reporting.  Based upon this
assessment,  management has concluded  that our internal  control over financial
reporting was effective for the quarter ended June 30, 2008.



Our  disclosure  controls  and  procedures  (as  defined  in  Exchange  Act Rule
13a-15(e))  are  designed  to  provide  reasonable  assurance  that  information
required to be disclosed in our reports filed or submitted  under the Securities
Exchange Act of 1934,  such as this quarterly  report on Form 10-Q, is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. Our disclosure  controls
and procedures are also designed to ensure that such  information is accumulated
and  communicated to our management,  including our chief executive  officer and
chief  financial   officer,   to  allow  timely  decisions   regarding  required
disclosure.

Our chief  executive  officer and chief  financial  officer  have  conducted  an
evaluation of the effectiveness of our disclosure  controls and procedures as of
June 30,  2008.  We perform  this  evaluation  on a quarterly  basis so that the
conclusions   concerning  the  effectiveness  of  our  disclosure  controls  and
procedures  can be  reported  in our  quarterly  reports on Form 10-Q and annual
report on Form 10-K.

The Company's  disclosure controls and procedures were not effective at June 30,
2008, due to the Company's  inadvertent  failure to include in its Annual Report
on Form 10-K for the year ended  December 31, 2007 and the  quarterly  report on
Form 10-Q for the  quarter  ended  June 30,  2008,  management's  assessment  of
internal controls over financial reporting.

As a result of our  ineffective  controls and procedures as at June 30, 2008, we
took and are taking measures to enhance the ability of our systems of disclosure
controls and procedures to timely  identify and respond to changes in securities
filing regulations that are applicable to us.

Changes in Internal Controls

During the  quarter  ended  September  30,  2008,  we  initiated  changes in our
internal   control  over   financial   reporting  that  addressed  the  material
weaknesses.  We  instituted  new  reporting  and approval  procedures  that have
remediated  the disclosed  material  weakness and we further  concluded that our
internal  control over  financial  reporting was effective for the quarter ended
September 30, 2008.



The Company is not an "accelerated filer" for the 2007 fiscal year because it is
qualified as a "small business issuer".  Hence,  under current law, the internal
controls  certification  and  attestation  requirements  of  Section  404 of the
Sarbanes-Oxley act will not apply to the Company.


                                       15


<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS..................................................NONE

ITEM 1A - RISK FACTORS

Although  not  required  to be  disclosed  by smaller  reporting  companies,  in
addition to the material risk factors previously  disclosed in our Form 10K, the
following are selected  added risk factors  applicable to our recently  acquired
oil and gas leases.

1.   We are reliant upon third parties.

We are wholly dependent,  at the present time, upon the efforts and abilities of
Natural Gas & Oil "Choice" Development Fund I, LP and Team Resources, Inc. (with
the other  interest  holders) for the  drilling,  testing and  completion of the
wells. We also have other unrelated third parties who are drilling and operating
the wells  pursuant to  agreements  with Natural Gas & Oil "Choice"  Development
Fund I, LP. Natural Gas & Oil "Choice" Development Fund I, LP has assumed all of
our future and  contingent  obligations  relating to our interest,  inclusive of
drilling,  testing and completion of the wells and/or costs  associated with the
abandonment  of the well and  shut-in  costs.  If either  fail to  perform,  our
business would be materially and adversely affected.

2.   There may not be any oil or gas on our property.

The search for oil and gas is risky. We will not know what is underground  until
the wells have been drilled and completed.  As such, there may be no oil and gas
under  our  leases.  Accordingly,  we may not  discover  any oil or gas or if we
discover oil or gas, it may not be in an amount to be of commercial value.

3.   Competition for prospects and producing properties is intense.

We will be competing  with a number of other  potential  purchasers of prospects
and producing  properties,  most of which will have greater financial  resources
than us or our co-interest holders. In the oil and gas industry, the bidding for
prospects has become  particularly  intense with  different  bidders  evaluating
potential  acquisitions  with  different  product  pricing  parameters and other
criteria that result in widely divergent bid prices.  In the current oil and gas
lease  environment,  there can be no  assurance  that there will be a sufficient
number of suitable prospects available for acquisition by us or that we can sell
prospects or obtain  financing  for or  participants  with others to join in the
development of prospects.

5.   Title to our wells may not be perfected.

It is customary in the oil and gas industry that upon acquiring an interest in a
property,  that only a preliminary title  investigation be done at that time. We
believe that our  co-interest  holders  follow this custom.  If the title to our
leases  should prove to be  defective,  we could lose the costs of  acquisition.
Further,  our legal  interests  in the wells  will be  assigned  to us after the
completion of the wells.

6.   There may exist adverse federal and state taxation laws.

Federal and state income tax laws are of particular  significance to the oil and
gas industry.  Recent  legislation has eroded  previous  benefits to oil and gas
producers, and any subsequent legislation may continue this trend. The states in
which we may  conduct  oil and gas  activities  may also  impose  taxes upon the
production of oil and gas located within such states.  There can be no assurance
that the tax laws will not be changed or  interpreted  in the future in a manner
which may adversely affect us.

7.   There is substantial government regulation.

The oil and gas  business  is subject to  substantial  governmental  regulation,
including  the power to limit the rates at which oil and gas are produced and to
fix the prices at which oil and gas are sold. It cannot be accurately  predicted
whether  additional   legislation  or  regulation  will  be  enacted  or  become
effective.


                                       16


<PAGE>


8.   We may have  future  needs for  additional  funds in order to  finance  our
     proposed business operations.

Although  our  agreements  with  others  provide  for the funding of our current
projects,  we believe that we do not have  adequate  funds  available to acquire
future  prospects or to drill and complete wells on future leases (without other
participants).  Our continued  operation  therefore  depends upon our ability to
raise  additional  funds through bank  borrowings  or equity or debt  financing.
There is no  assurance  that we will be able to obtain  additional  funding when
needed, or that such funding, if available,  can be obtained on terms acceptable
to us. If we cannot obtain  needed  funds,  we may be forced to curtail or cease
future activities.

ITEM 2 -  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.......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.................................................None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

There were two current reports on Form 8-K and one amendment to a current report
filed during the quarter for which this report is filed.  The current reports on
Form 8-K were filed on April 16, 2008 and May 5, 2008 and the  amendment  to the
current  report was filed June 27, 2008.  The following  exhibits are filed with
this report:

31.1 Certification of Chief Executive Officer.

31.2 Certification of Chief Financial Officer.

32.1 Section 1350 Certification - Chief Executive Officer.

32.1 Section 1350 Certification - Chief Financial Officer.


                                       17


<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: January 27, 2009



                           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












                                       18