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


                                   FORM 10-QSB


(Mark One)

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                        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 / / No /X/

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, 2004, and as of the date hereof, there were outstanding
         1,860,000 shares of the Registrant's Common Stock, $.001 par value.

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


                                      -1-


<PAGE>




                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS




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

                                FINANCIAL REPORTS

                                  JUNE 30, 2004
                                DECEMBER 31, 2003









                                      -2-


<PAGE>


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

                                    CONTENTS








_____________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                         F-1

   Statements of Income                                                   F-2

   Statements of Stockholders' Equity                                     F-3

   Statements of Cash Flows                                               F-4

   Notes to Financial Statements                                    F-5 - F-9
_____________________________________________________________________________





                                      -3-


<PAGE>
<TABLE>
<CAPTION>

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


                                                           June 30,       December 31,
                                                               2004               2003
                                                         __________       ____________
<S>                                                       <C>                <C>
                           ASSETS

CURRENT ASSETS                                            $       0          $       0
                                                          _________          _________

            Total current assets                          $       0          $       0
                                                          _________          _________

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

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                     $     255          $     255
     Officers advances (Note 7)                              39,431             39,386
                                                          _________          _________

            Total current liabilities                     $  39,686          $  39,641
                                                          _________          _________



STOCKHOLDERS' EQUITY
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        1,860,000 shares at December 31, 2003:            $                  $   1,860
        1,860,000 shares at June 30, 2004                     1,860
     Additional Paid In Capital                                   0                  0
     Accumulated deficit during development stage           (41,546)           (41,501)
                                                          _________          _________

            Total stockholders' equity                    $ (39,686)         $ (39,641)
                                                          _________          _________

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

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


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


                                          Six months ended                      Years Ended                   Dec. 6, 1996
                                     ___________________________      _______________________________       (inception) to
                                       June 30,         June 30,      December 31,       December 31,             June 30,
                                           2004             2003              2003               2002                 2004
                                     __________       __________      ____________     ______________       ______________
<S>                                  <C>              <C>             <C>              <C>                  <C>

Revenues                             $        0       $        0      $          0       $          0       $            0

Cost of revenue                               0                0                 0                  0                    0
                                     __________       __________      ____________       ____________       ______________
           Gross profit              $        0       $        0      $          0       $          0       $            0
General, selling and
   administrative expenses                   45                0                85              3,156               41,546
                                     __________       __________      ____________       ____________       ______________
           Operating (loss)          $      (45)      $       (0)     $        (85)      $     (3,156)      $      (41,546)

Nonoperating income (expense)                 0                0                 0                  0                    0
                                     __________       __________      ____________       ____________       ______________
   Net (loss)                        $      (45)      $       (0)     $        (85)      $     (3,156)      $      (41,546)
                                     ==========       ==========      ============       ============       ==============

   Net (loss) per share, basic
   and diluted (Note 2)              $    (0.00)      $    (0.00)     $      (0.00)      $      (0.00)      $        (0.02)
                                     ==========       ==========      ============       ============       ==============

   Average number of shares                                              1,860,000          1,860,000            1,860,000
   of common stock outstanding        1,860,000        1,860,000      ============       ============       ==============
                                     ==========       ==========

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-2


<PAGE>
<TABLE>
<CAPTION>


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


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

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

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

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

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

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

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

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

Net (loss), December 31, 1998                                                                  (450)
                                          _________       _______        _______          _________
Balance, December 31, 1998                1,860,000       $ 1,860        $     0          $  (2,320)

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

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

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

Net (loss), December 31, 2002                                                                (3,256)
                                          _________       _______        _______          _________
Balance, December 31, 2002                1,860,000       $ 1,860        $     0          $ (41,416)

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

Net (loss) January 1, 2004 to
   June 30, 2004                                                                                (45)
                                          _________       _______        _______          _________
Balance, June 30, 2004                    1,860,000       $ 1,860        $     0          $ (41,546)
                                          =========       =======        =======          =========

</TABLE>


                 See Accompanying Notes to Financial Statements.


                                      F-3

<PAGE>
<TABLE>
<CAPTION>


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


                                           Six months ended                     Years Ended                  Oct. 24, 1997
                                       ________________________       _______________________________       (inception) to
                                        June 30,       June 30,       December 31,       December 31,             June 30,
                                            2004           2003               2003               2002                 2004
                                       _________      _________       ____________       ____________       ______________
<S>                                     <C>            <C>            <C>                <C>                <C>

Cash Flows From
Operating Activities
    Net (loss)                          $    (45)     $        0        $   (85)          $ (3,156)           $ (41,546)
    Adjustments to reconcile net
    (loss) to cash (used in)
    operating activities:
    Changes in assets
    and liabilities
    Increase in accounts payable               0              0              85                 85                  255
                                        ________       ________        ________           ________            _________
         Net cash (used in)
            operating activities        $    (45)      $      0        $     (0)          $ (3,071)           $ (41,291)
                                        ________       ________        ________           ________            _________
Cash Flows From
Investing Activities                    $      0       $      0        $      0           $      0            $       0
                                        ________       ________        ________           ________            _________

Cash Flows From
Financing Activities
    Issuance of common stock                   0              0               0                  0                1,860
    Increase in officer advances              45              0               0              3,071               39,431
                                        ________       ________        ________           ________            _________
         Net cash (used in)
            financing activities        $     45       $      0        $      0           $  3,071            $  41,291
                                        ________       ________        ________           ________            _________

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

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

</TABLE>


                 See Accompanying Notes to Financial Statements.

                                      F-4


<PAGE>
                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2004, AND DECEMBER 31, 2003


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

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

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, 2004 and 2003, and December 31, 2003 and 2002.

INCOME TAXES

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

GOING CONCERN

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

                                      F-5

<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2004, AND DECEMBER 31, 2003


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

RECENT ACCOUNTING PRONOUNCEMENTS

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation  No. 46,  Consolidation of Variable Interest Entities ("FIN 46").
Under  that  interpretation,   certain  entities  known  as  "Variable  Interest
Entities"  ("VIE")  must be  consolidated  by the "primary  beneficiary"  of the
entity.  The primary  beneficiary is generally defined as having the majority of
the risks and rewards  arising  from the VIE.  For VIE"s in which a  significant
(but not majority) variable interest is held, certain  disclosures are required.
FIN 46 requires disclosure of Variable Interest Entities in financial statements
issued  after  January 31, 2003,  if it is  reasonably  possible  that as of the
transition date: (1) the Company will be primary  beneficiary of an existing VIE
that will  require  consolidation  or, (2) the Company  will hold a  significant
variable interest in, or have significant involvement with, an existing VIE. Any
VIE"s  created  after  January  31,  2003,  are   immediately   subject  to  the
consolidation   guidance  in  FIN  46.  The   measurement   principles  of  this
interpretation  will be effective for the Company's 2003  financial  statements.
The  Company  does  not  have  any  entities  that  require  disclosure  or  new
consolidation as a result of adopting the provisions of FIN 46.

In April 2003,  the FASB issued SFAS No. 149.  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  The  Statement  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts  entered into or modified after
June 30, 2003, for hedging relationships  designated after June 30, 2003, and to
certain  preexisting  contracts.  We  adopted  SFAS No. 149 on July 1, 2003 on a
prospective basis in accordance with the new statement. The adoption of SFAS No.
149 did not have a  material  impact on our  financial  condition  or results of
operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and equity." This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires that an issuer  classify a financial  instrument that is within
its scope as a  liability  or,  in some  circumstances,  as an asset,  with many
financial instruments have been previously classified as equity. We adopted SFAS
No. 150 on July 1, 2003. The FASB is addressing  certain  implementation  issues
associated  with the  application  of SFAS No.  150. In October  2003,  the FASB
decided  to defer  certain  provisions  of SFAS No. 150  related to  mandatorily
redeemable  financial  instruments  representing  non-controlling  interests  in
subsidiaries included in consolidated financial statements. The Adoption of SFAS
No. 150 did not have a material impact on our financial  condition or results of
operations.


                                      F-6


<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2004, AND DECEMBER 31, 2003


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

In November  2003,  the EITF reached a consensus on Issue 03-01,  THE MEANING OF
OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO CERTAIN INVESTMENTS (EITF
03-01).  EITF 03-01  establishes  additional  disclosure  requirements  for each
category of FAS 115  Investments in a loss position.  Effective for years ending
after  December 15,  2003,  companies  must  disclose  the  aggregate  amount of
unrealized  losses,  and aggregate  related fair value of their investments with
unrealized losses. Those investments are required to be segregated by those in a
loss  position for less than 12 months and those in a loss  position for greater
than 12 months. Additionally,  certain qualitative disclosures should be made to
clarify a circumstance  whereby an investment's fair value that is below cost is
not  considered  other-than-temporary.  The  provisions of this consensus do not
have a significant effect on our financial position or reporting results.

In November  2003,  the EITF reached a consensus on Issue 03-10,  APPLICATION OF
EITF  02-16  BY   RESELLERS  TO  SALES   INCENTIVES   OFFERED  TO  CONSUMERS  BY
MANUFACTURERS,  addressing  how a reseller  is to account  for  redemption  of a
manufacturer's  coupon by a consumer at the  reseller's  location  (EITF 03-10).
EITF 03-10 eliminates the option that permitted resellers to report the value of
the  consideration  received as a reduction  in costs of goods sold,  but rather
mandates  that it be  recorded  as  revenues.  EITF 03-10 is  applicable  to new
arrangements,  including modifications to existing arrangements, entered into in
fiscal  periods  beginning  after  November 25,  2003.  The  provisions  of this
consensus  do not  have  a  significant  effect  on our  financial  position  or
operating results.

In  December  2003,  the FASB  issued SFAS No. 132  (revised  2003),  EMPLOYERS'
DISCLOSURES  ABOUT  PENSIONS  AND OTHER  POSTRETIREMENT  BENEFITS.  SFAS No. 132
(revised  2003)  revises  employers'  disclosures  about pension plans and other
postretirement  benefit plans.  The statement does not change the measurement or
recognition  of those plans required by SFAS No. 87,  EMPLOYERS'  ACCOUNTING FOR
PENSIONS, SFAS No. 88, EMPLOYERS' ACCOUNTING FOR SETTLEMENTS AND CURTAILMENTS OF
DEFINED BENEFIT PENSION PLANS AND FOR  TERMINATION  BENEFITS,  and SFAS No. 106,
EMPLOYERS'  ACCOUNTING FOR  POSTRETIREMENT  BENEFITS  OTHER THAN  PENSIONS.  The
revised statement retains the disclosure  requirements contained in the original
SFAS No. 132 and requires additional disclosures about the assets,  obligations,
cash flows,  and net periodic  benefit cost of defined  pension  plans and other
defined benefit  postretirement  plans.  The Revised  statement is effective for
fiscal  years  ending  after  December  15,  2003.  The adoption of SFAS No. 132
(revised) did not affect our financial condition or results of operations.

NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

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

On December 18, 1998, the 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.


                                      F-7


<PAGE>


                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2004, AND DECEMBER 31, 2003


NOTE 2.  STOCKHOLDERS' EQUITY (CONTINUED)

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.

The Company has not authorized any preferred stock.

NET LOSS PER COMMON SHARE

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

Basic  net loss per  common  share is based on the  weighted  average  number of
shares of common stock  outstanding of 1,860,000  during 2004,  2003,  2002, and
since inception.  As of December 31, 2003, 2002, 2001, and since inception,  the
Company had no dilutive potential common shares.

NOTE 3.  INCOME TAXES

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

The  components of the Company's  deferred tax asset as of December 31, 2003 and
2002 is as follows:

                                                 2003            2002
                                               ________        ________

         Net operating loss carryforward       $ 14,525        $ 14,495

         Valuation allowance                    (14,525)        (14,495)
                                               ________        ________

         Net deferred tax asset                $      0        $      0

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

                                                                       Since
                                                2003          2002     Inception
                                              _______       _______    _________

         Tax at statutory rate                $    30       $ 1,104    $ 14,525

         Increase in valuation allowance          (30)       (1,104)    (14,525)
                                              _______       _______    ________

         Net deferred tax asset               $     0       $     0    $      0


                                      F-8


<PAGE>

                           SIERRA RESOURCE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2004, AND DECEMBER 31, 2003


NOTE 3.  INCOME TAXES (CONTINUED)

The net federal  operating loss carry forward will expire between 2016 and 2023.
This  carry  forward  may  be  limited  upon  the  consummation  of  a  business
combination under IRC Section 381.


NOTE 4.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer 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.


NOTE 5.  WARRANTS AND OPTIONS

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


NOTE 6.  OFFICERS ADVANCES

The Company has incurred costs while seeking additional capital through a merger
with an existing company. An officer of the Company has advanced funds on behalf
of the Company to pay for these costs.  These funds have been advanced  interest
free.


                                       F-9


<PAGE>


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

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

Generally.

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

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

Plan of Operation.

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

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

                                      -4-

<PAGE>

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

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

          We have been informed that the Securities and Exchange Commission is
considering whether to propose amendments to the Form S-8 and the Form 8-K for
shell companies like us. The proposed amendments could 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 may 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 may revise the Form 8-K to require a
shell company to include current Form 10 or Form 10-SB information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity.

Financial Condition.

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

                                      -5-

<PAGE>

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

Liquidity and Operational Results.

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

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

Liquidity.

          As of June 30, 2004, we had total liabilities of $39,686 and we had a
negative net worth of $39,686. As of December 31, 2003, we had total liabilities
of $39,641 and a negative net worth of $39,641.

          We have had no revenues from inception through December 31, 2003 and
we had no revenues for the period ended June 30, 2004. We have a loss from
inception through December 31, 2003 of $41,501 and a loss from inception through
June 30, 2004 of $41,546. This is an increase of $45 for the current
quarter.

          We have officer's advances of $39,431 from inception to June 30,
2004. The officer's advances as of December 31, 2003 were $39,386.


                                      -6-

<PAGE>


ITEM 3.   QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.  EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.

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

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


                                     PART II

                                OTHER INFORMATION

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

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

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

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

ITEM 5 - OTHER INFORMATION

Board Meeting.

          Our board held no meetings during the period covered by this current
report.

Audit Committee.

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

                                      -7-

<PAGE>

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

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

Code of Ethics.

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

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

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

          31.1 Certification of Chief Executive Officer.

          31.2 Certification of Chief Financial Officer.

          32   Section 906 Certification.


                                      -8-

<PAGE>


                                   SIGNATURES


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


Dated:  June 29, 2005               SIERRA RESOURCE GROUP, INC.


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



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


                                       -9-