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



                                    FORM 10-Q
                                AMENDMENT NO. 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 MARCH 31, 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 20, 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

                                 MARCH 31, 2008
                                DECEMBER 31, 2007























                                        2


<PAGE>


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

                                    CONTENTS


FINANCIAL STATEMENTS

          Balance Sheets                                                       4

          Statements of Operations                                             5

          Statement of Stockholders' Deficit                                   6

          Statements of Cash Flows                                             7

          Notes to Financial Statements                                     8-10
________________________________________________________________________________



















                                        3


<PAGE>

<TABLE>
<CAPTION>

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

                                                                 March 31,     December 31,
                                                                      2008             2007
                                                                (Unaudited)        (Audited)
                                                                 _________      ___________
<S>                                                              <C>            <C>
                                     ASSETS
CURRENT ASSETS                                                   $       -      $         -
                                                                 _________      ___________

     Total current assets                                                -                -
                                                                 _________      ___________

          Total assets                                           $       -      $         -
                                                                 =========      ===========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                            $   3,500      $         -
     Officer advances                                               60,563           60,563
                                                                 _________     ____________

          Total current liabilities                                 64,063           60,563
                                                                 _________     ____________

          Total liabilities                                         64,063           60,563
                                                                 _________     ____________

STOCKHOLDERS' DEFICIT
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:  12,090,000
        shares at March 31, 2008 and December 31, 2007              12,090           12,090
     Additional paid-in capital                                    (10,230)         (10,230)
     Accumulated deficit during development stage                  (65,923)         (62,423)
                                                                 _________     ____________

          Total stockholders' deficit                              (64,063)         (60,563)
                                                                 _________     ____________

               Total liabilities and stockholders' deficit       $       -      $         -
                                                                 =========      ===========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                        4


<PAGE>

<TABLE>
<CAPTION>

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

                                                                          Dec. 21, 1992
                                    Quarter Ended     Quarter Ended      (inception) to
                                        March 31,         March 31,           March 31,
                                             2008              2007                2008
                                       (Unaudited)       (Unaudited)         (Unaudited)
                                    _____________     _____________      ______________
<S>                                  <C>               <C>                  <C>

Revenues                             $         -       $         -          $       -

Cost of revenue                                -                 -                  -
                                     ___________       ___________          _________

           Gross profit                        -                 -                  -

General, selling and
   administrative expenses                 3,500             1,800             65,923
                                     ___________       ___________          _________
           Operating loss                 (3,500)           (1,800)           (65,923)

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

   Net loss                          $    (3,500)      $    (1,800)         $ (65,923)
                                     ===========       ===========          =========

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

   Weighted average number of
   common shares outstanding          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       $12,090        $(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, March 31, 2008                                                                 ( 3,500)        ( 3,500)
                                       __________       _______        ________         ________        ________
Balance, March 31, 2008(Unaudited)     12,090,000       $12,090        $(10,230)        $(65,923)       $(64,063)
                                       ==========       =======        ========         ========        ========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                        6


<PAGE>

<TABLE>
<CAPTION>

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


                                                                               Dec. 21, 1992
                                         Quarter Ended     Quarter Ended      (inception) to
                                             March 31,         March 31,           March 31,
                                                  2008              2007                2008
                                            (Unaudited)       (Unaudited)         (Unaudited)
                                         _____________     _____________       _____________
<S>                                        <C>               <C>                <C>

Cash Flows From
Operating Activities
    Net loss                               $   (3,500)       $   (1,800)        $  (65,923)
    Changes in assets and liabilities
    Increase (decrease) in accounts
       payable                                  3,500              (456)             3,500
                                           __________        __________         __________

         Net cash used in
            operating activities           $        -       $    (2,256)        $  (62,423)
                                           __________        __________         __________

Cash Flows From
Investing Activities                       $        -        $        -         $        -
                                           __________        __________         __________
Cash Flows From
Financing Activities
   Issuance of common stock                $        -        $        -         $    1,860
   Increase in officer advances                     -             2,256             60,563
                                           __________        __________         __________

         Net cash provided by
            financing activities           $        -             2,256             62,423
                                           __________        __________         __________

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

Cash, beginning of period                           -                 -         $        -
                                           __________        __________         __________

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

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
                                   (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 at March 31, 2008, and the results of its operations and cash flows
for the three months ended March 31, 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 no operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
Development Stage Enterprise.

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

ESTIMATES

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

CASH

For the statement of cash flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of March 31, 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.

SHARE BASED EXPENSES

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123(R) "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. 123(R) and expenses share based costs in the period incurred.


                                       8


<PAGE>


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


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

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 March 31, 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 cash or material
assets, nor does it have operations or a source of revenue sufficient to cover
its operation costs and allow it to continue as a going concern. The Company has
experienced recurring net operating losses and had an accumulated deficit of
$65,923 as of March 31, 2008. The Company will be dependent upon the raising of
additional capital through placement of our common stock in order to implement
our business plan, or merge with an operating company. 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 March 2008, the FASB issued SFAS No. 161, "Disclosures about 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 values 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 an 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 March 31, 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 guarantee insurance 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.


                                       9


<PAGE>


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


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.

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.

NOTE 3.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer 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 fomulated a policy for the resolution of
such conflicts. As of March 31, 2008 and December 31, 2007, the Company owed an
officer $60,563 and $60,563, respectively.

NOTE 4. WARRANTS AND OPTIONS

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

NOTE 5. SUBSEQUENT EVENTS

On April 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 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 has incurred an obligation for $29,500 for the interests to the
Assignor, all due and payable in April 2010. The Assignor had 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 April 30, 2008 for the acquired
interests assigned.

As of March 31, 2008 and December 31, 2007, the Company owed an officer $60,563
and $60,563, respectively. 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 officer and director in the
total sum of $90,063.


                                       10


<PAGE>


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

The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "should" or anticipates" or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this Form 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 will be requested to make
     application to the Financial Industry Regulatory Authority for a trading
     symbol to begin trading our shares on the OTC Bulletin Board. This is
     expected to be completed within ninety (90) days.


                                       11


<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 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 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 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 prior years ended and the notation in
the financial statements indicate that we do not have significant cash or other
material assets and that we are relying on advances from stockholders, officers
and directors to meet limited operating expenses. We do not have sufficient cash
or other material assets 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.


                                       12


<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 March 31, 2008, we had total liabilities of $64,063 and we had a negative
net worth of $64,063. As of December 31, 2007, we had total liabilities of
$60,563 and a negative net worth of $60,563.

We have had no revenues from inception through March 31, 2008. We have an
accumulated deficit from inception through March 31, 2008 of $65,923.

We have an officer's advance of $60,563 as of March 31, 2008 and December 31,
2007.

ITEM 3. EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.


Based on an evaluation of our disclosure controls and procedures as of the end
of the period covered by this Form 10Q (and the financial statements contained
in the report), our president and treasurer have determined that our current
disclosure controls and procedures were not effective.


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



There have been changes in our internal controls over financial reporting that
occurred after May 15, 2008 and prior to June 30, 2008 to remedy our president
and treasurer's prior concern over the effectiveness of our current disclosure
controls and procedures.

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.

To remedy this material weakness, 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. This Form 10-Q/A has been reviewed
and approved by our external auditors.

Based upon our assessment and the change that was implemented prior to the
filing of this Form 10-Q/A for the quarter ended March 31, 2008, 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. 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


                                       13


<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 had concluded that our internal control over financial
reporting was not effective for the quarter ended March 31, 2008 contained in
the Form 10 filed on May 13, 2008.

o    As a part of our quarterly review of our disclosure controls and
     procedures, we determined that our procedures did not provide for our
     independent auditors to review the Form 10-Q filed on May 13, 2008,
     financial statements and notes to financial statements prior to filing with
     the Securities Exchange Commission. We are implementing controls to prevent
     future occurrences. Which includes, effective correspondences with our
     auditors regarding their review of our financial information prior to any
     filings and obtaining any needed approvals thereto.

Our internal control over financial reporting was effective for the quarter
ended March 31, 2008 reported in the Form 10-Q/A filed on July 1, 2000.


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.


                                       14


<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.


                                       15


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

31.1 Certification of Chief Executive Officer.

31.2 Certification of Chief Financial Officer.

32.1 Section 1350 Certification - Chief Executive Officer.

32.1 Section 1350 Certification - Chief Financial Officer.


                                       16


<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: December 24, 2008




                           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












                                       17