Commission File No. 000-25301


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    FORM 10-K


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


                  For the Fiscal Year Ended: December 31, 2008


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


                     For the Transition Period From __ to __


                           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 Tropicana Avenue, Suite 207
           Las Vegas, Nevada                                            89103
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


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


       Securities to be registered pursuant to Section 12(b) of the Act:

                                      None


       Securities to be registered pursuant to Section 12(g) of the Act:

                               $.001 Common Stock
                               __________________
                                (Title of Class)


<PAGE>


     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

     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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

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

________________________________________________________________________________

                                           Non-accelerated filer        Smaller
Large accelerated                        (Do not check if a smaller    reporting
      filer          Accelerated filer       reporting company)         company
       [ ]                 [ ]                      [ ]                    [X]
________________________________________________________________________________

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]

     The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant (without admitting that any person whose shares
are not included in such calculation is an affiliate) computed by reference to
the price at which the common stock was last sold as of the last business day of
the Registrant's most recently completed second fiscal quarter was $0.

     As of December 31, 2008 and as of the date hereof, the Registrant had
12,090,000 shares of Common Stock, $0.001 par value, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     None


                                       2.

<PAGE>

                                TABLE OF CONTENTS


                                                                            PAGE

                                     PART I

Item 1.  Business                                                             4

Item 1A. Risk Factors                                                         4

Item 1B. Unresolved Staff Comments                                            9

Item 2.  Properties                                                           9

Item 3.  Legal Proceedings                                                   10

Item 4.  Submission of Matters to a Vote of Security Holders                 10


                                     PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities                   11

Item 6.  Selected Financial Data                                             13

Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           13

Item 7A. Quantitative and Qualitative Disclosures About Market Risk          15

Item 8.  Financial Statements and Supplementary Data                         16

Item 9.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure                                            18

Item 9A. Controls and Procedures                                             18

Item 9B. Other Information                                                   19


                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance              19

Item 11. Executive Compensation                                              21

Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters                          21

Item 13. Certain Relationships and Related Transactions, and Director
         Independence                                                        22

Item 14. Principal Accountant Fees and Services                              23


                                    PART IV

Item 15. Exhibits and Financial Statement Schedules                          24

Signatures                                                                   25


                                       3.


<PAGE>


                                     PART I


ITEM 1.   BUSINESS.

Introduction

     Sierra Resource Group, Inc. (sometimes the "Company") was incorporated on
December 21, 1992 under the laws of the State of Nevada to engage in any lawful
corporate activity. Since March 31, 1993, we have been in the developmental
stage and have had no operations. We originally intended to engage in the
acquisition of oil and natural gas leases, primarily in East Texas. It was our
intent to enter into lease option agreements for leasehold interests in both
developed and undeveloped acres. In the event any leasehold interests were
acquired, we intended to enter into exploration and development agreements with
third parties wherein said third parties would, at 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.

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

     The Assignor is an affiliate of an officer and director of the Company. The
note to the Assignor is in the amount of $29,500 and is secured by a security
interest in the acquired interests assigned. The note is due and payable in
April 2010. Giving effect to the transaction, we are directly or indirectly
obligated to the officers and directors in the total sum of $108,539.

ITEM 1A.  RISK FACTORS.

     The following risk factors should be considered carefully in evaluating our
business before purchasing any of our shares of common stock. A purchase of our
common stock is speculative and involves a lot of risks. No purchase of our
common stock should be made by any person who is not in a position to lose the
entire amount of his investment.

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. (and other unrelated 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
fails to perform, our business would be materially and adversely affected.


                                       4.


<PAGE>


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.

4.   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.

5.   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.

6.   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.

7.   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.


                                       5.


<PAGE>


8.   The volatility of oil and gas markets may have an adverse affect on our
     operations.

     In the past few years, the price of oil and gas has been volatile. During
the last five years the price of oil has fluctuated from a low of approximately
$35.00 per barrel to a high of approximately $150.00 per barrel. The price of
gas has fluctuated from a low of approximately $1.80 per 1,000 cubic feet to a
high of approximately $13.00 per 1,000 cubic feet. At the present time the price
of oil is near $45.00 per barrel. The price of natural gas is near $4.00 per
1,000 cubic feet. There is no assurance that in the future prices for oil and
gas production will stabilize at current rates. This fluctuation could have an
adverse affect on our income if the price should decrease.

9.  Operating and environmental hazards could have a negative impact on our
     operations.

     Hazards incident to the operation of oil and gas properties, such as
accidental leakage of petroleum liquids and other unforeseen conditions, may be
encountered by us if we participate in developing a well and, on occasion,
substantial liabilities to third parties or governmental entities may be
incurred. We could be subject to liability for pollution and other damages or
may lose substantial portions of prospects or producing properties due to
hazards which cannot be insured against or which have not been insured against
due to prohibitive premium costs or for other reasons. We currently do not
maintain any insurance for environmental damages. Governmental regulations
relating to environmental matters could also increase the cost of doing business
or require alteration or cessation of operations in certain areas.

10.  Because the probability on an individual prospect ever having oil and gas
     is extremely remote, any future funds spent on exploration may be lost.

     The probability of an individual prospect ever having oil and gas is
extremely remote. In all probability, the property does not contain any oil and
gas. As such, any funds spent on exploration may be lost which result in a loss
of your investment.

11.  Because our auditors have issued a going concern opinion, there is
     substantial uncertainty we will continue operations in which case you could
     lose your investment.

     Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. As
such, we may have to cease operations and you could lose your investment.
Further, we have not considered and will not consider any activity beyond our
current exploration program until we have completed our exploration program.

12.  We lack a current operating history, have only had very limited revenues,
     have limited prospectus for additional future revenues, and have losses
     which expect to continue into the future. As a result, we may have to
     suspend or cease operations.

     We have no current operating history upon which an evaluation of our future
success or failure can be made. Our net loss since inception is $96,025 as of
December 31, 2008. We have never had any historical revenues and we have
limited current prospects for future revenues.

     Based upon current plans, we expect to incur operating losses in future
periods. This will happen because there are expenses associated with the
research and exploration of our properties. As a result, we may not generate
revenues in the future. Failure to generate revenues will cause us to suspend or
cease operations.

     Further, we have not considered and will not consider any activity beyond
our current exploration program until we have completed our exploration program.


                                       6.


<PAGE>


13.  Because our management has limited experience in exploring for, starting,
     and operating an exploration program, we will have to hire qualified
     personnel. Consequently, our operations, earnings and ultimate financial
     success could suffer irreparable harm due to management's lack of
     experience in this industry. As a result, we may have to suspend or cease
     operations which will result in the loss of your investment.

     Because our management has limited experience with exploring for, starting,
and operating an exploration program, we will have to hire qualified personnel.
Our management has limited experience in these areas and as a result may not be
fully aware of many of the specific requirements related to working within the
industry. Management's decisions and choices may not take into account standard
engineering or managerial approaches to oil and gas exploration. Consequently
our operations, earnings and ultimate financial success could suffer irreparable
harm due to management's lack of experience in this industry. As a result, we
may have to suspend or cease operations which will result in the loss of your
investment. Further, we have not considered and will not consider any activity
beyond our current exploration program until we have completed our exploration
program.

14.  Because we are small and do not have capital, we will have to limit our
     future drilling activity which may result in a loss of your investment.

     Because we are small and do not have capital, we must limit our future
drilling activity. As such, we may not be able to complete a drilling program
that is as thorough as we would like. Further, we have not considered and will
not consider any activity beyond our current drilling program until we have
completed production on our existing leases.

15.  Because our officers and directors have other outside business activities
     and each will only be devoting 10% of their time or approximately four
     hours per week to our operations, our operations may be sporadic which may
     result in periodic interruptions or suspensions of exploration.

     Because our officers and directors have other outside business activities
and each will only be devoting 10% of their time or four hours per week to our
operations, our operations may be sporadic and occur at times which are
convenient to them. As a result, exploration of the property may be periodically
interrupted or suspended.

16.  Because officers and directors own more than 70% of the outstanding shares,
     they will be able to decide who will be directors and you may not be able
     to elect any directors.

     Our officers and directors own 70.4% shares and have and will continue to
control us. Our officers and directors will still be able to elect all of our
directors and control our operations.

17.  FINRA sales practice requirements may limit a stockholder's ability to buy
     and sell our stock.

     The FINRA has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that
the investment is suitable for that customer. Prior to recommending speculative
low priced securities to their non-institutional customers, broker-dealers must
make reasonable efforts to obtain information about the customer's financial
status, tax status, investment objectives and other information. Under
interpretations of these rules, the FINRA believes that there is a high
probability that speculative low priced securities will not be suitable for at
least some customers. The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may
have the effect of reducing the level of trading activity and liquidity of our
common stock. Further, many brokers charge higher transactional fees for penny
stock transactions. As a result, fewer broker-dealers may be willing to make a
market in our common stock, reducing a stockholder's ability to resell shares of
our common stock.


                                       7.


<PAGE>


18.  Because there is no active public trading market for our common stock, you
     may not be able to resell your stock.

     Although a market maker has obtained the approval to have our securities
quoted for trading in the OTC Bulletin Board System, there is currently no
active public trading market for our common stock. Therefore, there is no
central place, such as a stock exchange or electronic trading system, to resell
your shares. If you do want to resell your shares, you may have to locate a
buyer and negotiate your own sale. Our trading symbol for the OTC Bulletin Board
System is SIRG.

19.  In addition to having no full time management and lack of experience in the
     business, if we lose Paul Andre, our business could be impaired.

     Our success is heavily dependent upon the continued participation of our
secretary and treasurer, Paul Andre. Loss of his services could have a material
adverse effect upon our business development. We do not maintain "key person"
life insurance on Paul Andre's life. We do not have a written employment
agreement with Paul Andre. There can be no assurance that we will be able to
recruit or retain other qualified personnel, should it be necessary to do so.

20.  You will receive no dividends on your investment.

     We have never paid cash dividends. We do not anticipate declaring or paying
cash dividends in the foreseeable future. Our retained earnings, if any, will
finance the development and expansion of our business. Our dividends will be at
our board of directors' discretion and contingent upon our financial condition,
earnings, capital requirements and other factors. Therefore, there can be no
assurance that cash dividends of any kind will ever be paid.

21.  If we issue future shares, present investors' per share value will be
     diluted.

     We are authorized to issue a maximum of 25,000,000 shares of common shares.
As of the date hereof, there are 12,090,000 shares issued and outstanding. The
board of directors' authority to issue common stock without shareholder consent
may dilute the value of your common stock.


22.  Our shareholders may face significant restrictions on the resale of our
     common stock due to state "blue sky" laws.

     There are state regulations that may adversely affect the transferability
of our common stock. We have not registered our common stock for resale under
the securities or "blue sky" laws of any state. We may seek qualification or
advise our shareholders of the availability of an exemption. We are under no
obligation to register or qualify our common stock in any state or to advise the
shareholders of any exemptions.

     Current shareholders and persons who desire to purchase the common stock in
any trading market that may develop in the future, should be aware that there
might be significant state restrictions upon the ability of new investors to
purchase the securities.

     Any secondary trading market that may develop may only be conducted in
those jurisdictions where an applicable exemption is available or where the
shares have been registered.


                                       8.


<PAGE>


23.  Our common stock may be subject to significant restriction on resale due to
     federal penny stock restrictions.

     The Securities and Exchange Commission has adopted rules that regulate
broker or dealer practices in connection with transactions in penny stocks.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange
system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker or dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker or dealer, and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the
customer's account. The penny stock rules also require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.

     These disclosure requirements may have the effect of reducing the level of
trading activity in any secondary market for our stock that becomes subject to
the penny stock rules, and accordingly, customers in our securities may find it
difficult to sell their securities, if at all.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

     We do not have any unresolved staff comments from the Securities and
Exchange Commission.

ITEM 2.   PROPERTIES.

     Our executive offices are located at 6767 West Tropicana Avenue, Suite 207,
Las Vegas, Nevada 89103-4754 where we occupy space supplied by our registered
agent. The space is approximately 200 square feet total, of which we occupy a
small portion without charge. We feel that this space is adequate for our needs
at this time, and we feel that we will be able to locate adequate space in the
future, if needed, on commercially reasonable terms.

     We hold leasehold interest estates in the oil and gas leases located in
Louisiana and Kansas. We have a .04% working interests with a .03% net revenue
interest in one well and a 0.035% working interests with a .03% net revenue
interest in three wells.

     Our Working Interest and Net Revenue Interest in the Snapper #2 Well is as
follows:
                                                              Net Revenue
                                    Working Interest           Interest

                                          0.04%                  0.03%


                                       9.


<PAGE>


     The balance of the Working Interest and Net Revenue Interest in the Snapper
#2 Well is allocated to each participant in the well as follows:

Interest Holder                                               Net Revenue
                                    Working Interest           Interest

Natural Gas and Oil &                     3.75%                 2.625%
   "Choice" Development
    Fund 1, LP
Team Resources, Inc.                      1.50%                 1.050%
Cypress Drilling, LLC                    91.00%                63.700%
Et.al.
Crestwood Energy                          2.00%                 1.400%
Others                                    1.75%                 1.225%
Snapper Lease Landowner                   0.00%                30.000%

Total                                   100.00%                100.00%

     Our Working Interest and Net Revenue Interest in the Smith A #2, Schomaker
#2, and Boger #2 Wells is as follows:

                                                              Net Revenue
                                    Working Interest           Interest

                                         0.035%                  0.03%

     The balance of the Working Interest and Net Revenue Interest in the Smith A
#2, Schomaker #2, and Boger #2 Wells is allocated to each participant in the
wells as follows:

Interest Holder                                               Net Revenue
                                    Working Interest           Interest

Natural Gas and Oil &                    35.00%               26.2500%
"Choice" Development
         Fund 1, LP
Team Resources, Inc.                     11.25%                8.4375%
Indian Oil Company                       18.75%               14.0625%
Crestwood Energy                         10.00%                7.5000%
Others                                   25.00%               18.7500%
Smith, Shomaker & Boger                   0.00%               25.0000%
         Lease Landowners

Total                                   100.00%                100.00%

     Although our principal executive offices are located in Las Vegas, Nevada,
the officers and directors do not intend to conduct any business at said
offices.

ITEM 3.   LEGAL PROCEEDINGS.

     There is no litigation pending or threatened by or against the Company.

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

     There have been no matters submitted to the Company's security holders.


                                      10.


<PAGE>


                                     PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
          ISSUER PURCHASES OF EQUITY SECURITIES.

     (a)  Market Price.

     There is no established trading market in our Common Stock as of the date
of this Form 10-K. A market maker has applied for and has obtain approval for
our securities to be quoted in the OTC Bulletin Board system. Our symbol is
SIRG.

     The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

     For the initial listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $4 million or market capitalization of $50 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.

     For continued listing in the NASDAQ SmallCap market, a company
must have net tangible assets of $2 million or market capitalization of $35
million or a net income (in the latest fiscal year or two of the last fiscal
years) of $500,000, a public float of 500,000 shares with a market value of $1
million. The minimum bid price must be $1.00 and there must be 2 market makers.
In addition, there must be 300 shareholders holding 100 shares or more.


                                      11.


<PAGE>


     Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate that will allow our securities to be traded
without the aforesaid limitations. However, there can be no assurances that,
upon a successful merger or acquisition, we will qualify its securities for
listing on NASDAQ or some other national exchange, or be able to maintain the
maintenance criteria necessary to insure continued listing. The failure of the
Company to qualify its securities or to meet the relevant maintenance criteria
after such qualification in the future may result in the discontinuance of the
inclusion of the Company's securities on a national exchange. In such events,
trading, if any, in our securities may then continue in the non-NASDAQ
over-the-counter market. As a result, a shareholder may find it more difficult
to dispose of, or to obtain accurate quotations as to the market value of, the
Company's securities.

     (b)  Holders.

     There are thirty five (35) holders of the Company's Common Stock. On
December 24, 1992, we issued 12,090,000, (as adjusted for a prior forward stock
splits and/or dividends) of our Common Stock, for cash. All of the issued and
outstanding shares of the Company's Common Stock were issued in accordance with
the exemption from registration afforded by Section 4(2) of the Securities Act
of 1933, as amended.

     Currently, all of our issued and outstanding shares of Common Stock held by
non-affiliates are eligible for sale pursuant to a registration statement filed
with the Securities and Exchange Commission on November 14, 2008 and declared
effective on February 9, 2009 and/or under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations included in
said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a six month holding period, under certain
circumstances, has unlimited public resales under said Rule if the seller
complies with said Rule.

     In summary, Rule 144 applies to affiliates (that is, control persons) and
nonaffiliates when they resell restricted securities (those purchased from the
issuer or an affiliate of the issuer in nonpublic transactions) issued by a
shell company. Nonaffiliates reselling restricted securities, as well as
affiliates selling restricted or nonrestricted securities, are not considered to
be engaged in a distribution and, therefore, are not deemed to be underwriters
as defined in Section 2(11) if the seller complies with said Rule.

     (c)  Dividends.

     On July 14, 2006, we declared a 5.5 for 1 stock dividend to our
stockholders of record as of July 28, 2006. The 1,860,000 shares of stock then
outstanding became 12,090,000 shares. No fractional shares were issued and the
dividend shares were delivered to our stockholders entitled thereto on August 1,
2006. We do not intend to declare or pay any further stock dividends or cash
dividends in the immediate future.

     (d)  Application of California law.

     Section 2115 of the California General Corporation law provides that a
corporation incorporated under the laws of a jurisdiction other than California,
but which has more than one-half of its "outstanding voting securities" and
which has a majority of its property, payroll and sales in California, based on
the factors used in determining its income allocable to California on its
franchise tax returns, may be required to provide cumulative voting until such
time as the Company has its shares listed on certain national securities


                                      12.


<PAGE>


exchanges, or designated as a national market security on NASDAQ (subject to
certain limitations). Accordingly, holders of our Common Stock may be entitled
to one vote for each share of Common Stock held and may have cumulative voting
rights in the election of directors. This means that holders are entitled to one
vote for each share of Common Stock held, multiplied by the number of directors
to be elected, and the holder may cast all such votes for a single director, or
may distribute them among any number of all of the directors to be elected.

     Our existing directors who are also shareholders, acting in harmony, will
be able to elect all of the members of the board of directors even if Section
2115 is applicable.

     (e)  Purchases of Equity Securities.

     We (and affiliated purchasers) have made no purchases or repurchases of any
securities of the Company or any other issuer.

     (f)  Securities Authorized for Issuance under an Equity Compensation Plan.

     We have not authorized the issuance of any of our securities in connection
with any form of equity compensation plan.

     (g)  Recent Sale of Unregistered Securities

     We have not had any recent sale of unregistered securities.

ITEM 6.   SELECTED FINANCIAL DATA.

     Not applicable to smaller reporting companies.

ITEM 7.   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 10K should be read as
being applicable to all related forward-looking statements wherein they appear
in this Form 10K. Our actual results could differ materially from those
discussed in this report.

     (a)  Generally.

     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 primarily for leasehold interests in both developed and
undeveloped acreage. In the event any leasehold interests were acquired, we
intended to enter into exploration and developmental agreements with third
parties wherein said third parties would at its risk and expenses, operate,
develop and explore the property thereby relieving us of any future significant
operating, exploration and developmental costs. We contemplated negotiating or
retaining a small overriding royalty interest above the royalty leasehold
interest and/or retention of a working interest. If we needed additional funds,
an offering of the Company's securities was contemplated. Of March 31, 1993, the
Company was still deemed to be a developmental stage company and all funds
raised in order to fulfill our initial objective had been expended and we,
thereafter, became dormant.


                                      13.


<PAGE>


     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
interest with a .03% net revenue interest in one well and conveyed 100% of .035%
working interest with a .03% net revenue interest in three wells. The Assignor
paid $29,500 for the interest to Natural Gas & Oil "Choice" Development Fund I,
LP and Team Resources, Inc. during the year ended December 31, 2008.

     Paul W. Andre, an officer and director of the Company, provided the funds
to Sierra Asset Holdings LLC to acquire the working and net revenue interests 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 interests, inclusive of drilling,
testing and completion of the wells and/or 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.

     (b)  Shell Issues.

     The Securities and Exchange Commission has adopted a rule (Rule 419) which
defines a blank check company as (i) a developmental stage company, that is (ii)
offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific
business plan or purpose or has indicated that it's business plan is to engage
in a merger or acquisition with an unidentified company or companies. We have
not 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 purposes. In addition, Rule 419 is applicable only if a
registration statement is filed covering an offering of a penny stock by a blank
check company.

     On June 29, 2005, the Securities and Exchange Commission adopted rules
amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with nominal operations/assets or assets consisting of cash and cash
equivalents. The amendments prohibit the use of a Form S-8 (a form used by a
corporation to register securities issued to an employee, director, officer
consultant or advisor, under certain circumstances), and review the Form 8-K to
require a shell company to include current Form 10 information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity. The rules are
designed to assure that investors in shell companies that acquire operations or
assets have access on a timely basis to the kind of information as is available
to investors on public companies with continuing operations.

     On February 15, 2008, the 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 holding
periods applicable to affiliates and non-affiliates is now available for
securities currently issued by either a reporting or non-reporting shell
company, unless certain conditions are met. An investor will be able to resell
securities issued by a shell company subject to Rule 144 conditions if the
reporting or non-reporting issuer (i) had ceased to be a shell (ii) is subject
to the 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 under Rule 144. The amendment to Rule 144(i)(1)(i) was not intended to
capture a "start-up company," or a company with limited operating history or the
shares originally issued by us in 1992, except for the shares of stock currently
held by our officers and directors (affiliates).


                                      14.


<PAGE>


        (c) Plan of Operation.

     We intend to acquire assets or shares of an entity actively engaged in
business that generates revenues in exchange for our securities. We have
currently recommended 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
a quotation system. Our stock is not currently listed on an exchange or
quotation system.

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

     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.

     (d)  Financial Condition.

     Our auditor's going concern opinion and the notation in the financial
statements indicate that we do not have sufficient cash or other material assets
and that we are relying on advances from shareholders, officers and directors to
meet limited operating expenses. We do not have sufficient cash or other
material assets nor do we have sufficient operations or an established source of
revenue to 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.

     Since the Company has had no operating history nor any significant revenues
or earnings from operations, with no significant assets or financial resources,
we will in all likelihood sustain operating expense 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 of a business combination with a
profitable business.

     (e)  Liquidity and Operational Results.

     The Company has no current operating history and has minimal revenues or
earnings from operations. The Company has limited 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 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 he is an officer and
director of th Company when the obligation is incurred. All advances are
interest free.

     (f)  Liquidity.

     As of December 31, 2008, we had total assets of $14,374 and total
liabilities of $108,539 and we had a negative net worth of $94,165. As of
December 31, 2007, we had no assets and total liabilities of $60,563 and a
negative net worth of $60,563.

     We have had nominal revenues from inception (December 21, 1992) through
December 31, 2008. We have an accumulated deficit from inception through
December 31, 2008, of $96,025.

     We had officer advances as of December 31, 2008 of $77,851 and $60,563 as
of December 31, 2007. As of December 31, 2008, the total outstanding notes
payable including accrued interest is $30,688, which is due to an affiliate of
an officer and giving effect to the note and accrued interest, the Company was
obligated to the officer as of December 31, 2008 for $108,539.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Not applicable to smaller reporting companies.


                                      15.


<PAGE>


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.











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

                                     AUDITED
                                FINANCIAL REPORTS

                                DECEMBER 31, 2008
                                DECEMBER 31, 2007

















                                      16.


<PAGE>


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

                                    CONTENTS








______________________________________________________________________________

FINANCIAL STATEMENTS

   Report of Independent Registered Public Accounting Firm                F-1

   Balance Sheets                                                         F-2

   Statements of Operations                                               F-3

   Statement of Stockholders' Deficit                                     F-4

   Statements of Cash Flows                                               F-5

   Notes to Financial Statements                                       F-6-11
______________________________________________________________________________










                                      17.


<PAGE>


                         DE JOYA GRIFFITH & COMPANY, LLC
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To The Board of Directors and Stockholders
Sierra Resource Group, Inc.
Las Vegas, Nevada

We have audited the accompanying balance sheets of Sierra Resource Group, Inc.
(A Development Stage Enterprise) as of December 31, 2008 and 2007, and the
related statements of operations, stockholder's deficit, and cash flows for the
years then ended and from inception (December 21, 1992) to December 31, 2008.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements based on
our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sierra Resource Group, Inc. as
of December 31, 2008 and 2007, and the results of their operations and cash
flows for the years then ended and from inception (December 21, 1992) to
December 31, 2008 in conformity with accounting principles generally accepted in
the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

DE JOYA GRIFFITH & COMPANY, LLC

/s/ DE JOYA GRIFFITH & COMPANY, LLC
___________________________________
De Joya Griffith & Company, LLC
Henderson, NV
February 5, 2008


________________________________________________________________________________


                 2580 Anthem Village Drive, Henderson, NV 89052
               Telephone (702) 563-1600 * Facsimile (702) 920-8049


                                      F-1


<PAGE>
<TABLE>
<CAPTION>


                           SIERRA RESOURCE GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                 BALANCE SHEETS
                                    (AUDITED)
                                                                                               As of            As of
                                                                                        December 31,     December 31,
                                                                                                2008             2007
                                                                                       _____________     ____________

                                                           ASSETS

<S>                                                                                    <C>               <C>
CURRENT ASSETS
     Cash                                                                              $       1,563     $          -
     Account receivable                                                                          174                -
     Oil & Gas interests - net                                                                12,637                -
                                                                                       _____________     ____________

            Total current assets                                                              14,374                -
                                                                                       _____________     ____________

                   Total assets                                                        $      14,374     $          -
                                                                                       =============     ============


                                            LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
     Officer advances                                                                  $      77,851     $     60,563
     Interest accrued - related party                                                          1,188                -
                                                                                       _____________     ____________

            Total current liabilities                                                         79,039           60,563
                                                                                       _____________     ____________

LONG-TERM LIABILITIES
     Note payable - related party                                                             29,500                -
                                                                                       _____________     ____________

            Total long-term liabilities                                                       29,500                -
                                                                                       _____________     ____________

            Total liabilities                                                                108,539           60,563
                                                                                       _____________     ____________


STOCKHOLDERS' DEFICIT
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:  12,090,000
        shares at December 31, 2008 and 2007                                                  12,090           12,090
     Additional paid-in capital                                                              (10,230)         (10,230)
     Accumulated deficit during development stage                                            (96,025)         (62,423)
                                                                                       _____________     ____________

            Total stockholders' deficit                                                      (94,165)         (60,563)
                                                                                       _____________     ____________

                   Total liabilities and stockholders' deficit                         $      14,374     $          -
                                                                                       =============     ============
</TABLE>


                 See Accompanying Notes to Financial Statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>


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



                                                                                                           Dec. 21, 1992
                                                                          Year Ended         Year Ended   (inception) to
                                                                         December 31,      December 31,     December 31,
                                                                                 2008              2007             2008
                                                                         ____________     _____________     ____________

<S>                                                                      <C>              <C>               <C>
Revenues                                                                 $        987     $           -     $        987

Cost of revenue                                                                     -                 -                -
                                                                         ____________     _____________     ____________

           Gross profit                                                           987                 -              987
General, selling and
   administrative expenses                                                     16,538             5,280           78,961
Amortization                                                                    6,556                 -            6,556
                                                                         ____________     _____________     ____________

Operating loss                                                                (22,107)           (5,280)         (84,530)

Other Income (expense)

Interest expense                                                               (1,188)                -           (1,188)
  Impairment loss on Oil and Gas interest                                     (10,307)                -          (10,307)
                                                                         ____________     _____________     ____________

  Total other income (expense)                                                (11,495)                -          (11,495)

   Net loss                                                              $    (33,602)    $      (5,280)    $    (96,025)
                                                                         ============     =============     ============



   Net loss per share, basic                                             $      (0.00)     $      (0.00)     $     (0.01)
                                                                         ============     =============     ============

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

</TABLE>


                 See Accompanying Notes to Financial Statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                           SIERRA RESOURCE GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                                    (AUDITED)

                                                                                         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 $.001                                     (1,858)           1,858                 -                -
December 18, 1998, forward stock
    1000:1                                                  1,858           (1,858)                -                -
Net loss, December 31, 1998                                                                     (450)            (450)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 1998            12,090,000           12,090          (10,230)           (2,320)            (450)
Net loss, December 31, 1999                                                                  (22,668)         (22,668)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 1999            12,090,000            1,860          (10,230)          (24,978)         (23,118)
Net loss, December 31, 2000                                                                   (8,394)          (8,394)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 2000            12,090,000           12,090          (10,230)          (33,372)         (31,512)
Net loss, December 31, 2001                                                                   (4,888)          (4,888)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 2001            12,090,000           12,090          (10,230)          (38,260)         (36,400)
Net loss, December 31, 2002                                                                   (3,156)          (3,156)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 2002            12,090,000           12,090          (10,230)          (41,416)         (39,556)
Net loss, December 31, 2003                                                                      (85)             (85)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 2003            12,090,000           12,090          (10,230)          (41,501)         (39,641)
Net loss, December 31, 2004                                                                   (2,840)          (2,840)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 2004            12,090,000           12,090          (10,230)          (44,341)         (42,481)
Net loss, December 31, 2005                                                                   (8,415)          (8,415)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 2005            12,090,000           12,090          (10,230)          (52,756)         (50,896)
July 14, 2006, forward stock
    dividend: 5.5:1
Net loss, December 31, 2006                    -                -                -            (4,387)          (4,387)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 2006            12,090,000           12,090          (10,230)          (57,143)         (55,283)
Net loss, December 31, 2007                    -                -                -            (5,280)          (5,280)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 2007            12,090,000    $      12,090     $    (10,230)    $     (62,423)    $    (60,563)
Net loss, December 31, 2008                                                                  (33,602)         (33,602)
                                  ______________    _____________     ____________     _____________     ____________
Balance, December 31, 2008            12,090,000    $    12,090       $    (10,230)    $     (96,025)    $    (94,165)
                                  ==============    =============     ============     =============     ============

</TABLE>

                 See Accompanying Notes to Financial Statements

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                         Dec. 21, 1992
                                                                         Year Ended        Year Ended   (inception) to
                                                                       December 31,      December 31,     December 31,
                                                                               2008              2007             2008
                                                                       ____________     _____________     ____________
<S>                                                                    <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

            Net loss                                                   $    (33,602)    $      (5,280)    $    (96,025)

    Adjustments to reconcile net loss to net cash
    used in operating activities;
         Amortization                                                         6,556                 -            6,556
         Impairment of oil and gas interest                                  10,307                 -           10,307

     Changes in operating assets and liabilities
    (Increase) in accounts receivable                                          (174)             (456)            (174)

    Increase in interest accrued - related party                              1,188                 -            1,188
                                                                       ____________     _____________     ____________


           Net cash used in operating activities                            (15,725)           (5,736)         (78,148)
                                                                       ____________     _____________     ____________

CASH FLOWS FROM INVESTING ACTIVITIES

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

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


CASH FLOWS FROM FINANCING ACTIVITIES

    Issuance of common stock                                                      -                 -            1,860
    Increase in officer advances                                             17,288                 -           77,851
    Proceeds from note payable - related party                               29,500             5,736           29,500
                                                                       ____________     _____________     ____________

    Net cash provided by financing activities                                46,788             5,736          109,211
                                                                       ____________     _____________     ____________

         Net increase in cash

Cash, beginning of period                                                         -                 -                -
                                                                       ____________     _____________     ____________

Cash, end of period                                                    $      1,563     $           -     $      1,563
                                                                       ============     =============     ============

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-5
<PAGE>


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


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 start-up operations
and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
Development Stage Enterprise.

A summary of the Company's significant accounting policies is as follows:

ESTIMATES

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

CASH

For the statements of cash flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of December 31, 2008 and 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. 123R "SHARE BASED PAYMENT." This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, "ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES," and amends FASB Statement No. 95, "STATEMENT OF CASH
FLOWS." This statement requires a public entity to expense the cost of employee
services received in exchange for an award of equity instruments. This statement
also provides guidance on valuing and expensing these awards, as well as
disclosure requirements of these equity arrangements. The Company adopted SFAS
No. 123R upon creation of the company and expenses share based costs in the
period incurred.


                                      F-6


<PAGE>


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

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, "EARNING 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 loss per
common share is based on the weighted average number of shares of common stock
outstanding of 12,090,000 for the years ended December 31, 2008 and 2007. For
the years ended December 31, 2008 and 2007, the Company had no dilutive
potential common stock.

GOING CONCERN

The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have adequate cash, or
significant material assets, nor does it have substantial operations or a source
of revenue sufficient to cover its operation costs and allow it to continue as a
going concern. The Company has an accumulated deficit of ($96,025). The Company
will be dependent upon the raising of additional capital through placement of
our common stock in order to implement its business plan. There can be no
assurance that the Company will be successful in either situation in order to
continue as a going concern. The officers and directors have committed to
advancing certain operating costs of the Company.

RECENT ACCOUNTING PRONOUNCMENTS

In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, "THE FAIR VALUE OPTION FOR FINANCIAL
ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115" (hereinafter "SFAS No. 159"). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair
value measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of the Company's first fiscal year that begins after
November 15, 2007, although earlier adoption is permitted. Effective January 1,
2008, the Company adopted this statement. To date, the Company has not applied
this standard to the measurement of any reported amounts. Accordingly, the
adoption of this standard did not have any impact on the Company's results of
operations or financial position.

In December 2007, the FASB issued SFAS 160, "NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB 51" ("SFAS 160") SFAS 160
establishes new accounting and reporting standards for noncontrolling interests
in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 will
require entities to clarify noncontrolling interests as a component of
stockholders' equity and will require subsequent changes in ownership interests
in a subsidiary to be accounted for as an equity transaction. Additionally, SFAS
160 will require entities to recognize a gain or loss upon the loss of control
of a subsidiary and to remeasure any ownership interest retained at fair value
on that date. This statement also requires expanded disclosures that clearly


                                      F-7

<PAGE>


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

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

identify and distinguish between the interests of the parent and the interests
of the noncontrolling owners. SFAS 160 is effective on a prospective basis for
years, and interim periods within those years, beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which are
required to be applied retrospectively. Early adoption is not permitted. At
December 31, 2008, the Company did not have any noncontrolling interests in
subsidiaries. Management is currently evaluating the effects, if any, that SFAS
160 will have upon the presentation and disclosure of noncontrolling interests
in the consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, "DISCLOSURES AND DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES - AN AMENDMENT OF FASB STATEMENT NO. 133",
("SAFS") as amended and interpreted, which requires enhanced disclosures about
an entity's derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair value of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity's financial statements of both the
derivative positions existing and the effect of using derivatives during the
reporting period. Entities are required to provide enhanced disclosures about
(a) how and why any entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. SFAS No. 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. Early adoption is
permitted. At December 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 enterprises 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 guarantees insurance contracts
by insurance enterprises. This statement requires expanded disclosures about
financial guarantee 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 is aware of the
requirements of SFAS 163 and will disclose when appropriate.

NOTE 2.  STOCKHOLDER'S DEFICIT

COMMON STOCK

The authorized common stock of the Company consists of 25,000,000 shares with
par value of $0.001. On December 21, 1992 the Company authorized and issued
1,860 shares of its no par value common stock in consideration of $1,860 in
cash.

                                      F-8

<PAGE>


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


NOTE 2. STOCKHOLDER'S DEFICIT (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.

On December 18, 1998, the Company's shareholders approved a forward split of its
common stock at one thousand shares for one share of the existing shares. The
number of common shares outstanding increased from 1,860 to 1,860,000. Prior
period information has been restated to reflect the stock split, on a
retroactive basis.

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

The Company has not authorized any preferred stock.

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

NOTE 3. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer
and resident agency of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly, have not
been reflected therein. The officers and directors for the Company are involved
in other business activities and may in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interest. The Company has not formulated a policy for the
resolution of such conflicts. As of December 31, 2008 and December 31, 2007, the
Company owed an officer $77,851 and $60,563, respectively.

During the year ended December 31, 2008, the Company entered into an "Assignment
and Quit Claim of Oil and Gas Leases" agreement (the "Agreement") with Sierra
Asset Holdings LLC (the "Assignor") whereby the Assignor assigned 100% of
Assignor's right, title and interest in and to the leasehold estate in the oil
and gas leases located in Louisiana and Kansas for a note in the amount of
$29,500 secured by the oil and gas interests assigned. The Company is amortizing
the oil and gas interest on a 3 year straight line method. Total amortization
expense for the years ended December 31, 2008 and 2007 was $6,556 and $nil,
respectively. According to the Agreement, the Assignor conveyed 100% of the .04%
working interests with a .03% net revenue interest in one well and conveyed 100%
of .035% working interests with a .03% net revenue interest in three wells. The
Company incurred an obligation of $29,500 for the interests to the Assignor, all
due and payable in April 2010. The note bears no interest; however the Company
has decided to impute interest based on APB 21 "INTEREST ON RECEIVABLES AND
PAYABLES" by imputing a reasonable rate of interest of 6% per annum. The
Assignor paid cash in the amount of $29,500 to Natural Oil & Gas "Choice"
Development Fund I, LP and Team Resources, Inc. during the year ended December
31, 2008 for the acquired interests assigned.

                                      F-9

<PAGE>

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

NOTE 3. RELATED PARTY TRANSACTIONS (CONTINUED)

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. Giving effect to the transaction,
the Company is directly or indirectly obligated to the officers and directors in
the total sum of $108,539.


NOTE 4. FAIR VALUE MEASUREMENT

On January 1, 2008, the Company adopted SFAS No. 157 "Fair Value Measurements"
("SFAS 157"). SFAS 157 defines fair value, provides a consistent framework for
measuring fair value under Generally Accepted Accounting Principles and expands
fair value financial statement disclosure requirements. SFAS 157's valuation
techniques are based on observable and unobservable inputs. Observable inputs
reflect readily obtainable data from independent sources, while unobservable
inputs reflect our market assumptions. SFAS 157 classifies these inputs into the
following hierarchy: Level 1 Inputs - Quoted prices for identical instruments in
active markets, Level 2 Inputs - Quoted prices for similar instruments in active
markets: quoted prices for identical or similar instruments in markets that are
not active: and model-driven valuations whose inputs are observable or whose
significant value drivers are observable. Level 3 Inputs - Instruments with
primarily unobservable value drivers. The following table represents the fair
value hierarchy for those financial assets and liabilities measured at fair
value on a recurring basis as of December 31, 2008.

Fair Value Measurement Using:

                Description          Year Ended      Significant        Total
                ___________           12/31/08      Unobservable        Gains
                                      ________         Inputs          (Losses)
                                                       ______          ________

         Oil and Gas interest         $12,637          $12,637         ($10,307)

In accordance with the provisions of Statement 144, long lived assets held and
used with a carrying amount of $22,944 were written down to their fair market
value of $12,637, resulting in an impairment charge of ($10,307), which was
included in earnings for the period.

NOTE 5. INCOME TAXES

At December 31, 2008 and 2007, the Company had a federal operating loss
carryforward of approximately $85,718 and $62,423 respectively, which begins to
expire between 2016 and 2028.

Components of net deferred tax assets, including a valuation allowance, are as
follows at December 31:

                                         2008           2007
                                       ________       ________
Deferred tax assets:
Net operating loss carryforward        $ 85,718       $ 62,423
                                       ________       ________

      Total deferred tax assets          30,001         21,848

Less: Valuation Allowance               (30,001)       (21,848)
                                       ________       ________

    Net Deferred Tax Assets            $     --       $     --


                                      F-10

<PAGE>


The valuation allowance for deferred tax assets as of December 31, 2008 and 2007
was $85,718 and $21,848, respectively. In assessing the recovery of the deferred
tax assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income in the periods in which those temporary differences become
deductible. Management considers the scheduled reversals of future deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment. As a result, management determined it was more likely
than not the deferred tax assets would not be realized as of December 31, 2008
and 2007, and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as
follows for the years ended December 31:

                                         2008            2007
                                       ________       ________

Federal statutory tax rate              (35.0)%        (35.0)%
Foreign                                  (4.5)%         (4.5)%

Change in valuation allowance            39.5 %         39.5 %
                                       ________       ________

Effective tax rate                        0.0 %          0.0 %


                                      F-11


<PAGE>


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     We have had no changes in or disagreements with our accountants on
accounting and financial disclosures.

ITEM 9A.  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

     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 duty due to
management accounting size, management had engaged an outside CPA to assist in
the financial reporting.

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


                                      18.


<PAGE>


Changes in Internal Controls

     There have been no changes in our internal controls over financial
reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

     The Company is not an "accelerated filer" for the 2008 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. This Annual report on Form
10-K does not include an attestation report of our registered public accounting
firm regarding internal control over financial reporting. Management's report
was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit us to
provide only management's report in this Annual Report on Form 10-K.

ITEM 9B.  OTHER INFORMATION.

     We have no information that we would have been required to disclose in a
report on Form 8-K during a fourth quarter of the year covered by this Form
10-K.


                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

     The members of our Board of Directors serve until the next annual meeting
of the stockholders, or until their successors have been elected. The officers
serve at the pleasure of the Board of Directors. Information as to the directors
and executive officers of the Company is as follows:


     Name                          Ages                     Position

     Sandra J. Andre                55      President, Chief Executive Officer
     1150 South Tamarisk Drive              and Director
     Anaheim Hills, CA 92807

     Paul W. Andre                  65      Secretary, Treasurer, Chief
     6767 Tropicana Blvd.,                  Financial Officer and Director
     Suite 207
     Las Vegas, Nevada 89103

     Suzette M. Encarnacion         42      Director
     608 Idaho AVenue, #3
     Santa Monica, CA 90403

     The principal occupation and business experience during the last five years
for each of the present directors and executive officers of the Company are as
follows:

     SANDRA J. ANDRE - Sandra J. Andre has been a major shareholder of the
Company since 1992 and has been President and a director of the Company since
1998. From 1990 to 1995, she was the Vice-President and Chief Financial Officer
of Plitt Amusement Company, Inc. From 1995 to 1996, she was the Chief Financial
Officer of Lottery Enterprises, Inc., a manufacturer of instant lottery tickets
and debit card dispensing technology. From 1996 to 1998, she was the Chief
Financial Officer of Young Minds, Inc., a computer software company. From 1998
to the present, she has been President of Sun-Moon-Stars, Inc., an entertainment
rental business offering equipment and prop rentals for stage usage.


                                      19.


<PAGE>


     PAUL W. ANDRE - Paul W. Andre has been a major shareholder of the Company
since 1992 and has been Secretary/Treasurer and a director of the Company since
1998. From 1989 to 1996, he was President of Andre and Associates, Inc., a
financial consulting group. From 1996 to the present, he has been President of
Savoy Financial Group, Inc., a corporate consulting organization.

     SUZETTE M. ENCARNACION - Suzette M. Encarnacion has been a major
shareholder of the Company since 1992 and has been a director of the Company
since 1998. From 1990 to 1993, she was the controller of Plitt Amusement
Company, Inc. From 1994 to the present, she has been employed by Industrial Bank
as a loan officer and underwriter for business and commercial loans.

     Our officers and directors may be deemed parents and promoters of the
Company as those terms are defined by the Securities Act of 1933, as amended.
All directors hold office until the next annual stockholders' meeting or until
their death, resignation, retirement, removal, disqualification, or until their
successors have been elected and qualified. Our officers serve at the will of
the Board of Directors.

     There are no agreements or understandings for any officer or director of
the Company to resign at the request of another person and none of the officers
or directors is acting on behalf of or will act at the direction of any other
person.

     We have checked the box provided on the cover page of this Form to indicate
that there is no disclosure in this form of reporting person delinquencies in
response to Item 405 of Regulation S-K.

Board Meetings.

     Our board held eight (8) meetings during the period covered by this annual
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 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.


                                      20.


<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION.

     None of the our officers and/or directors receive any compensation for
their respective services rendered to the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur until we
have generated revenues from operations after consummation of a merger or
acquisition. As of the date of this report, we have no funds available to pay
directors. Further, none of the directors are accruing any compensation pursuant
to any agreement with us.

     We have not adopted any retirement, pension, profit sharing, stock option
or insurance programs or other similar programs for the benefit of our
directors, officers and/or employees.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

     (a)  Security Ownership of Certain Beneficial Owners.

     The following table sets forth the security and beneficial ownership for
each class of equity securities of the Company for any person who is known to be
the beneficial owner of more than five percent of the Company.

                   Name and
                  Address of                 Amount and
                  Beneficial                 Nature of        Percent
Title of Class       Owner                   Ownership (*)    of Class
______________________________________________________________________

Common            Sandra J. Andre              2,340,000       19.35%
                  1150 South Tamarisk Drive
                  Anaheim Hills, CA 92807

Common            Paul W. Andre                4,875,000       40.32%
                  6767 Tropicana Avenue
                  Suite 207
                  Las Vegas, Nevada 89103

Common            Suzette M. Encarnacion       1,300,000       10.75%
                  608 Idaho AVenue, #3
                  Santa Monica, CA 90403

Common            All Officers and             8,515,000       70.42%
                  Directors as a Group
                  (three [3] individuals)

          (*)  Record and Beneficial Ownership

     The total of the Company's outstanding Common Stock are held by 35 persons.

     (b)  Security Ownership of Management.

     The following table sets forth the ownership for each class of equity
securities of the Company owned beneficially and of record by all directors and
officers of the Company.


                                      21.


<PAGE>


                   Name and
                  Address of                 Amount and
                  Beneficial                 Nature of        Percent
Title of Class       Owner                   Ownership (*)    of Class
______________________________________________________________________

Common            Sandra J. Andre              2,340,000       19.35%
                  1150 South Tamarisk Drive
                  Anaheim Hills, CA 92807

Common            Paul W. Andre                4,875,000       40.32%
                  6767 Tropicana Avenue
                  Suite 207
                  Las Vegas, Nevada 89103

Common            Suzette M. Encarnacion       1,300,000       10.75%
                  608 Idaho AVenue, #3
                  Santa Monica, CA 90403

Common            All Officers and             8,515,000       70.42%
                  Directors as a Group
                  (three [3] individuals)

          (*)  Record and Beneficial Ownership

     (c)  Ownership and Change in Control.


     Each of the security ownership by the beneficial owners and by management
is also the owner of record for the like number of shares.

     There are currently no arrangements that would result in a change in our
control.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
          INDEPENDENCE.

     Except as set forth herein, there have been no related party transactions,
or any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.

     On April 28, 2008, we entered into an "Assignment and Quit Claim of Oil and
Gas Leases" agreement (the "Agreement") with Sierra Asset Holdings LLC (the
"Assignor") and closed the Agreement whereby the Assignor assigned 100% of
Assignor's right, title and interest in and to the leasehold estate in the oil
and gas leases located in Louisiana and Kansas for a note in the amount of
$29,500 secured by the oil and gas interests assigned. According to the
Agreement, the Assignor conveyed 100% of .04% working interests with a .03% net
revenue interest in one well and conveyed 100% of .035% working interests with a
..03% net revenue interest in three wells. We incurred an obligation for $29,500
for the interests to the Assignor, all due and payable in April 2010. The
Assignor paid cash in the amount of $29,500 to Natural Gas & Oil "Choice"
Development Fund I, LP and Team Resources, Inc. during the year ended December
31, 2008 for the acquired interests assigned.

     The Assignor is an affiliate of an officer and director of the Company. The
note to the Assignor is in the amount of $29,500 and is secured by a security
interest in the acquired interests assigned. The note is due and payable in
April 2010. Giving effect to the transaction, we are directly or indirectly
obligated to the officers and directors in the total sum of $108,539.


                                      22.


<PAGE>


     Our current officers and directors (Paul Andre, Sandra Andre and Suzette
Encarnacion) may be deemed to be promoters, as that term is defined in the
federal securities laws.

     Any transactions between the Company and its officers, directors or five
percent shareholders, and their respective affiliates, will be on terms no less
favorable than those terms which could be obtained from unaffiliated third
parties and said transactions will be approved by a majority of the independent
and disinterested directors.

     Except as described above, none of the following parties has, since our
date of incorporation, had any material interest, direct or indirect, in any
transaction with us or in any presently proposed transaction that has or will
materially affect us:

     (1)  any of our directors or officers;

     (2)  any person proposed as a nominee for election as a Director;

     (3)  any person who beneficially owns, directly or indirectly, shares
          carrying more than 10% of the voting rights attached to our
          outstanding shares of common stock; or

     (4)  any members of the immediate family (including spouse, parents,
          children, siblings and in-laws) any of the above persons.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit and Non-Audit Fees

                           Fiscal Year Ended
                              December 31,
_______________________________________________

                          2007            2008
_______________________________________________

Audit Fees               $3,000          $9,750

Audit Related Fees         None            None

Tax Fees                    125            None

All Other Fees             None            None

Pre Approval of Services by the Independent Auditor

     The Board of Directors has established policies and procedures for the
approval and pre-approval of audit services and permitted non-audit services.
The Board has the responsibility to engage and terminate the Company's
independent registered public accountants, to pre-approve their performance of
audit services and permitted non-audit services and to review with the Company's
independent registered public accountants their fees and plans for all auditing
services. All services provided by and fees paid to DeJoya Griffith & Company,
LLC and Kyle A. Tingle in 2007 were pre-approved by the Board of Directors.


                                      23.


<PAGE>


ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     There are no reports on Form 8-K incorporated herein by reference.

     We are a reporting company pursuant to the requirements of the 1934 Act and
we file quarterly, annual and other reports with the Securities and Exchange
Commission. The reports and other information filed by us will be available for
inspection and copying at the public reference facilities of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549.

     Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

     The following documents are filed as part of this report:

                  31.1 Certification of Chief Executive Officer.

                  31.2 Certification of Chief Financial Officer.

                  32.1 Section 906 Certification.

                  32.2 Section 906 Certification.*

     * Included in Exhibit 32.1









                                      24.


<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized.


Date: March 23, 2009


                                   SIERRA RESOURCE GROUP, INC.



                                   By: /s/ SANDRA J. ANDRE
                                   _____________________________________________
                                           Sandra J. Andre
                                           President, Chief Executive Officer
                                           and Director


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date: March 23, 2009


                                   SIERRA RESOURCE GROUP, INC.



                                   By: /s/ SANDRA J. ANDRE
                                   _____________________________________________
                                           Sandra J. Andre
                                           President, Chief Executive Officer
                                           and Director



                                   By: /s/ PAUL W. ANDRE
                                   _____________________________________________
                                           Paul W. Andre
                                           Treasurer, Chief Financial Officer
                                           and Director



                                   By: /s/ SUZETTE M. ENCARNACION
                                   _____________________________________________
                                           Suzette M. Encarnacion
                                           Director


                                       25.