Commission File No. 000-25301


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



                                    FORM 10-K
                                 AMENDMENT NO. 2



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


                  For the Fiscal Year Ended: December 31, 2007


/ / 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 April 30, 2008, the Registrant had 12,090,000 shares of Common Stock,
$0.0005 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                   10

Item 6.  Selected Financial Data                                             12

Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           12

Item 7A. Quantitative and Qualitative Disclosures About Market Risk          14

Item 8.  Financial Statements and Supplementary Data                         15

Item 9.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure                                            28

Item 9A. Controls and Procedures                                             28

Item 9B. Other Information                                                   30


                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance              30

Item 11. Executive Compensation                                              32

Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters                          32

Item 13. Certain Relationships and Related Transactions, and Director
         Independence                                                        33

Item 14. Principal Accountant Fees and Services                              33


                                    PART IV

Item 15. Exhibits and Financial Statement Schedules                          34

Signatures                                                                   35


                                       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 an exploration and development agreements
with third parties wherein said third parties would, at its risk and expense,
operate, develop and explore the property thereby relieving us of any future
significant operating, exploration and development costs. We contemplated
negotiating or retaining a small volumetric overriding royalty interest above
the royalty leasehold interest and/or a retention of a working interest. If we
needed additional funds, an offering of the Company's securities was
contemplated. As at March 31, 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, become dormant.

     We were not a "shell" company until we became dormant. As of the date
hereof, we are deemed to be and can be defined as a "shell" company, whose sole
purpose is to locate and consummate a merger or acquisition with another public
entity or a private entity or to acquire oil and gas leases or participation
interests.

     We became a reporting company on a voluntary basis because the primary
attraction of the Company as a merger partner or acquisition vehicle will be its
status as a public company. In addition, we became a reporting company to
enhance investor protection and to provide information if a trading market
commences. Only those companies that report their current financial information
to the Securities and Exchange Commission, banking, or insurance regulators are
permitted to be quoted on the OTC Bulletin Board System.

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.   An investment in our common stock involves a high degree of risk and you
     may lose your entire investment. We have no operating history nor have we
     received any revenues or earnings from operations. We have no significant
     assets or financial resources.

     We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until we have completed an acquisition. Part of
our business plan is to attract possible project, merger or business acquisition
candidates through the issuance of additional shares of our stock. Even if we
are successful in locating a suitable acquisition or merger candidate and
completing such transactions, it is still possible that we will not generate
revenues and it is still possible that the investors will not receive amounts
equal to their investment in us.

2.   Unless we obtain loans or additional funding, we may not be able to
     continue as a going concern.

     Our auditor's going concern opinion and the notation in the financial
statements indicate that we do not have significant cash or other material
assets and that we are relying on advances from stockholders, officers and
directors to meet limited operating expenses. We are insolvent in that we are
unable to pay our debts in the ordinary course of business as they become due.


                                       4.


<PAGE>


Our financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts and classification
of liabilities that might result should we be unable to continue as a going
concern. We have a loss from inception through December 31, 2006 of $57,143 and
a loss from inception through December 31, 2007 of $62,423.

3.   We have no current business operations and have no current operating
     history and this makes any evaluation of us difficult.

     We have a limited operating history. As of December 31, 2007, we had
incurred losses of $62,423 and we expect losses to continue. There is nothing at
this time on which to base an assumption that any business plan will prove
successful, and there is no assurance that we will be able to operate
profitably. If we are unable to formulate and implement a business plan, we will
be unable to commence business operations and we will have no business.

4.   Our success is dependent on management, which has other full time
     employment, has limited experience and will only devote limited part time
     working for us, which continues to make our future more uncertain.

     Our officers and directors will not be employed by us as they are involved
with other businesses and have other interests, which could give rise to
conflicts of interest with respect to the amount of time devoted to our
business.

5.   In addition to having no full time management and lack of experience in the
     business, if we lose Paul Andre, our business would 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.

6.   Our officers and directors are the principal stockholders and will be able
     to approve all corporate actions without your consent and will control our
     Company.

     Our principal stockholders Paul Andre, Sandra Andre and Suzette M.
Encarnacion currently own approximately 71% of our common stock. They will have
significant influence over all matters requiring approval by our stockholders,
but not requiring the approval of the minority stockholders. In addition, Paul
Andre, Sandra Andre and Suzette M. Encarnacion are directors and will be able to
elect all of the officers of the Company, allowing them to exercise significant
control of our affairs and management. In addition, the principal shareholders
may transact most corporate matters requiring stockholder approval by written
consent, without a duly-noticed and duly-held meeting of stockholders, subject
to certain restrictions contained in the bylaws, in the articles of
incorporation or imposed by statute.

7.   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. Future dividends may also be
affected by covenants contained in loan or other financing documents we may
execute. Therefore, there can be no assurance that cash dividends of any kind
will ever be paid.

8.   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 today, there were 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.


                                       5.


<PAGE>


9.   Our common stock has no public market and the value may decline.

     There is no established public trading market or market maker for our
securities. There can be no assurance that a market for our common stock will be
established or that, if established, a market will be sustained. Therefore, if
you purchase our securities you may be unable to sell them. Accordingly, you
should be able to bear the financial risk of losing your entire investment.

10.  Our common stock may never be public traded and you may have no ability to
     sell the shares.

     There is no established public trading market for our shares of Common
Stock. There can be no assurance that a market for our Common Stock will be
established or that, if established, a market will be sustained. Therefore, if
you purchase our Common Stock you may be unable to sell them. Accordingly, you
should be able to bear the financial risk of losing your entire investment.

     Only market makers can apply to quote securities. Market makers who desire
to initiate quotations in the OTC Bulletin Board system must complete an
application (Form 211) (unless an exemption is applicable) and by doing so, will
have to represent that it has satisfied all applicable requirements of the
Securities and Exchange Commission Rule 15c2-11 and the filing and information
requirements promulgated under the Financial Industry Regulatory Authority, Inc.
("FINRA") Bylaws. The OTC Bulletin Board will not charge us with a fee for being
quoted on the service. FINRA rules prohibit market makers from accepting any
remuneration in return for quoting issuers' securities on the OTC Bulletin Board
or any similar medium. The FINRA will review the market maker's application
(unless an exemption is applicable) and if cleared, it cannot be assumed by any
investor that any federal, state or self-regulatory requirements other than
certain FINRA rules and Rule 15c2-11 have been considered by the FINRA.
Furthermore, the clearance should not construed by any investor as indicating
that the FINRA, the Securities and Exchange Commission or any state securities
commission has passed upon the accuracy or adequacy of the documents contained
in the submission.

     The OTC Bulletin Board is a market maker or dealer-driven system offering
quotation and trading reporting capabilities - a regulated quotation service -
that displays real-time quotes, last-sale prices, and volume information in OTC
equity securities. The OTC Bulletin Board securities are not listed and traded
on the floor of an organized national or regional stock exchanges. Instead, OTC
Bulletin Board securities transactions are conducted through a telephone and
computer network connecting market makers or dealers in stocks.

11.  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 person 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.

12.  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


                                       6.


<PAGE>


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.

13.  The reporting requirements under the federal securities law may delay or
     prevent us from making certain acquisitions or entering into certain
     business combinations.

     Sections 13 and 15(d) of the 1934 Act require companies subject thereto to
provide certain information about significant acquisitions, including certified
financial statements for the company acquired, covering one, two, or three
years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to prepare such
statements may significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the 1934
Act are applicable.

     In addition to the audited financial statements, in the filing of the Form
8-K that we file to report an event that may cause us to cease being deemed a
shell company, we will be required to include that information that is normally
reported by a company in a Form 10.

14.  If we determine to enter into a business combination, this may be a highly
     speculative activity by us with little or no assurances of success.

     The success of any proposed plan of having a business combination with
another company will depend to a great extent on the operations, financial
condition and management of the identified business opportunity. While we may
intend to seek business combination(s) with entities having established
operating histories, there can be no assurance that we will be successful in
locating candidates meeting such criteria. In the event we complete a business
combination, of which there can be no assurance, the success of our operations
may be dependent upon management of the successor firm or venture partner firm
and numerous other factors beyond our control.

15.  We will face intense competition for business opportunities and potential
     business combinations.

     If we seek and investigate a potential business opportunity, we are and
will be an insignificant participant in the business of seeking mergers with,
joint ventures with and acquisitions of small private and public entities. A
large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies that may be
our desirable target candidates. Nearly all such entities have significantly
greater financial resources, technical expertise and managerial capabilities
than we have and, consequently, we will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete in seeking merger or
acquisition candidates with numerous other small public companies.


                                       7.


<PAGE>


16.  We have no agreements for a business combination or other transaction and
     have established no standards for a business combination.

     We have no arrangement, agreement or understanding with respect to engaging
in a merger with, joint venture with or acquisition of, a private or public
entity. There can be no assurance that we will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination. Other then a bias for a mineral resource business opportunity,
management has not identified any particular industry or specific business
within an industry for our evaluation. There is no assurance that we will be
able to negotiate a business combination on terms favorable to us. We have not
established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which we would not consider a
business combination in any form with such business opportunity. Accordingly, we
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.

17.  Our present management most likely will not remain after we complete a
     business combination.

     A business combination involving the issuance of our common stock will, in
all likelihood, result in shareholders of a private company obtaining a
controlling interest in us. Any such business combination may require our
management to sell or transfer all or a portion of our common stock that is held
by them, and/or resign as members of the Board of Directors. The resulting
change in our control could result in removal of one or more present officers
and directors and a corresponding reduction in or elimination of their
participation in our future affairs.

18.  If we do any business combination, each shareholder will most likely hold a
     substantially lesser percentage ownership in the Company.

     If we change our current business plan to be based upon a business
combination with a private concern, in all likelihood, that would result in the
Company issuing securities to shareholders of any such private company. The
issuance of our previously authorized and unissued common stock would result in
reduction in percentage of shares owned by our present and prospective
shareholders and may result in a change in our control or in our management.

19.  As a shell company, we face substantial additional adverse business and
     legal consequences.

     We may enter into a business combination with an entity that desires to
establish a public trading market for its shares. A business opportunity may
attempt to avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with us. Such consequences may
include, but are not limited to, time delays of the registration process,
significant expenses to be incurred in such an offering, loss of voting control
to public shareholders and the inability or unwillingness to comply with various
federal and state laws enacted for the protection of investors.

     The final rules adopted by the Securities and Exchange Commission on June
29, 2005, amending the Form S-8 and the Form 8-K for shell companies like us,
expand the definition of a shell company to be broader than a company with no or
nominal operations/assets or assets consisting of cash and cash equivalents, the
amendments prohibit the use of a From S-8 (a form used by a corporation to
register securities issued to an employee, director, officer, consultant or
advisor, under certain circumstances), and revise the Form 8-K to require a
shell company to include current Form 10 information, including audited
financial statements, in the filing on Form 8-K that the shell company files to
report the acquisition of the business opportunity (the rules were effective
August 22, 2005 except the new Form 8-K Item 5.06 to require disclosure when
companies cease to be shell companies, effective as of November 7, 2005). This
initial filing of the Form 8-K is within four days of the acquisition. The Form
8-K filing may be reviewed by the Securities and Exchange Commission and the
prospects of certain disclosures or review or the lack of the ability to issue
securities using a Form S-8 may delay the consummation of a business combination


                                       8.


<PAGE>


because of the target entities inability to comply with various federal and
state laws enacted for the protection of investors or the
unwillingness to assume the significant costs of compliance.

     The final rules adopted by the Securities and Exchange Commission on June
29, 2005 also revised the definition of "succession" to include a method of
taking a private company public through a shell company, like us, that is known
as a "back door" 1934 Act registration process.

     Further, the final rules adopted by the Securities and Exchange Commission
on December 6, 2007 revising Rule 144 (effective February 15, 2008) and
applicable to shell companies like us, specifically addressed securities issued
by reporting and non-reporting shell companies. In summary, the definition
includes both blank check (Rule 419 under the Securities Act of 1933, as
amended) and shell companies (under Rule 405 of the 1934 Act). Rule 144(i) does
not prohibit the resale of securities under Rule 144 that were not initially
issued by a reporting or non-reporting shell company or an issuer that has been
at any time previously such a company, even with the issuer is a reporting or
non-reporting shell company at the time of sale. A shell investor will be able
to resell securities subject to Rule 144 conditions if the issuer (i) had ceased
to be a shell, (ii) is subject to the 1934 Act reporting requirements, (iii) has
filed all required reports under said Act during the proceeding twelve months,
and (iv) at least ninety (90) days have elapsed from the time the issuer files
so-called Form 10 information reflecting the fact that it had ceased to be a
shell company before securities were sold subject to Rule 144. Any securities
that we currently sell and issue during the period of time that we are a shell
issuer are subject to the resale limitations and the one year holding period.
Although we were not a shell company at the time of the original issuance of our
securities, we are now a reporting shell company and any new issuance of shares
of common stock will be subject to said Rule.

     The rules are intended to protect investors by deterring fraud and abuse in
the securities market through the use of shell companies.

20.  Federal and state tax consequences will, in all likelihood, be a major
     consideration in any business combination in which we may undertake.

     Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. We intend to structure any business combination so as to minimize
the federal and state tax consequences to both the target entity and us;
however, there can be no assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal and
state taxes which may have an adverse effect on both parties to the transaction.

21.  The requirement of audited financial statements may disqualify business
     opportunities.

     We believe that any potential business opportunity must provide audited
financial statements for review, for the protection of all parties to the
business combination. One or more attractive business opportunities may choose
to forego the possibility of a business combination with us, rather than incur
the expenses associated with preparing audited financial statements.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

     We do have pending with the Securities and Exchange Commission a
registration statement and we will be responding to the comments from the Staff
of the Commission.

ITEM 2.   PROPERTIES.

     We have no properties and at this time has no agreements to acquire any
properties.

     The Company presently occupies office space supplied by our registered
agent representative in the State of Nevada at 6767 Tropicana Avenue, Suite 207,


                                       9.


<PAGE>


Las Vegas, Nevada 89103. This space is provided to the Company on a rent free
basis, and it is anticipated that this arrangement will remain until such time
as the Company successfully consummates a merger or acquisition. Management
believes that this arrangement will meet the Company's needs for the foreseeable
future.


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.


                                     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.

     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


                                      10.


<PAGE>


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.

     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 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
complys 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 complys with said Rule.

          (c)  Dividends.

     On July 14, 2006, we declared a 5.5 for 1 stock dividend to our stockholder
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
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.


                                      11.


<PAGE>


     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 sale of unregistered securities.

ITEM 6.   SELECTED FINANCIAL DATA.

     Not applicable to smaller reporting companies.

ITEM 7.   PLAN OF OPERATION.

     This discussion may contain certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results
could differ materially from those forward-looking statements. The factors that
may cause actual results to differ materially is that the Company has no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public company and that
there can be no assurance that the Company will be successful in identifying and
evaluating suitable business opportunities or completing a business combination.

Plan of Operation.

     We will continue to seek a new oil and gas business opportunity or business
combination over the next twelve month period of time. We are currently not
engaged in any preliminary negotiations to effectuate a business combination.
The majority shareholders have had no preliminary negotiations that, if
consummated, may result in a change in control. We have been informed that, if,
pursuant to any arrangement or understanding with the person or persons
acquiring securities in a transaction subject to the 1934 Act, any persons are
to be elected or designated as directors of the Company, otherwise than at a
meeting of security holders, and the persons so elected or designated will
constitute a majority of the directors of the Company, then, not less than 10
days prior to the date any such persons take office as a director, or such
shorter period prior to the date the Securities and Exchange Commission may
authorize upon a showing of good cause therefore, the Company shall file with
the Securities and Exchange Commission and transmit to all holders of record of
securities of the Company who would be entitled to vote at a meeting for
election of directors, information substantially equivalent to certain
information which would be required by Schedule 14A of Regulation 14A to be
transmitted if such person or persons were nominees for election as directors at
a meeting of such security holders.

     On June 29, 2005, the Securities and Exchange Commission adopted final
rules amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with no or nominal operations/assets or assets consisting of cash and cash
equivalents, the amendments prohibit the use of a From S-8 (a form used by a
corporation to register securities issued to an employee, director, officer,
consultant or advisor, under certain circumstances), and revise the Form 8-K to
require a shell company to include current Form 10 information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity. The rules are
designed to assure that investors in shell companies that acquire operations or
assets have access on a timely basis to the same kind of information as is
available to investors in public companies with continuing operations.


                                      12.


<PAGE>


     We are dependent upon our officers to meet any de minimis costs that we may
incur. Paul W. Andre, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for us to comply with the 1934
Act; provided that he is an officer and director of the Company when the
obligation is incurred. As part of any transaction that may result in the change
in our control, Paul W. Andre may forgive the indebtedness owed to him by us.

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

Financial Condition.

     Our auditor's going concern opinion and the notation in the financial
statements indicate that we do not have significant cash or other material
assets and that we are relying on advances from stockholders, officers and
directors to meet limited operating expenses. We do not have sufficient cash or
other material assets or do we have sufficient operations or an established
source of revenue to cover our operational costs that would allow us to continue
as a going concern. We are insolvent in that we are unable to pay our debts in
the ordinary course of business as they become due. Our financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts and classification of liabilities that might result
should we be unable to continue as a going concern.

     We are unable to predict our future income; accordingly, we do not know
when our operating expenses and operating losses will cease and when we will
begin reducing our accumulated deficit and commence repayment of the officers'
advances, if ever.

Liquidity.

     As of December 31, 2007, we had no assets and we had total liabilities of
$60,563 and we had a negative net worth of $(60,563). As of December 31, 2006,
we had no assets and we had total liabilities of $55,283 and a negative net
worth of ($55,283). Our negative net worth and total liabilities each increased
by $5,280.

     We have had no revenues from inception through December 31, 2007. We have a
loss from inception through December 31, 2006 of ($57,143). Our loss from
inception through December 31, 2007 was ($62,423) or an increase of $5,280.

     We have officer's advances of $60,563 from inception to December 31, 2007.
The officer's advances as of December 31, 2006 were $54,827.

Accounting for a Business Combination.

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS" No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles will
be evaluated against these new criteria and may result in certain intangibles
being subsumed into goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified an recognized apart from goodwill. SGAS
No. 142 requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles. Under a non-amortization approach, goodwill
and certain intangibles is more than its fair value. Goodwill is the excess of
the acquisition costs of the acquired entity over the fair value of the
identifiable net assets acquired. The Company is required to test goodwill and
intangible assets that are determined to have an indefinite life for impairments
at least annually. The provisions of SFAS No. 142 require the completion of an
annual impairment test with any impairment recognized in current earnings. The
provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business
combination that we may enter into in the future.


                                      13.


<PAGE>


     We have also been informed that most business combinations will be
accounted for as a reverse acquisition with us being the surviving registrant.
As a result of any business combination, if the acquired entity's shareholders
will exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing entity.

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

     Not applicable to smaller reporting companies.
























                                      14.


<PAGE>



ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
















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

                                FINANCIAL REPORTS

                                DECEMBER 31, 2007
                                DECEMBER 31, 2006















                                      15.


<PAGE>





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

                                    CONTENTS








________________________________________________________________________________

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                       17

   Balance Sheets                                                             19

   Statements of Operations                                                   20

   Statements of Stockholders' Deficit                                        21

   Statements of Cash Flows                                                   22

   Notes to Financial Statements                                           23-27
________________________________________________________________________________








                                      16.


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
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, 2007 and the related
statements of operations, stockholder's deficit, and cash flows for the year
then ended and the period December 21, 1992 (inception) through December 31,
2007. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of Sierra Resource
Group, Inc. as of December 31, 2006 and for the year then ended, were audited by
other auditors whose report dated January 26, 2007, expressed an unqualified
opinion on those financial statements, with a going concern explanatory
paragraph.

We conducted our audit in accordance with the 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. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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. (A
Development Stage Enterprise) as of December 31, 2007 and the results of its
operations and cash flows for the year then ended and the period December 21,
1992 (inception) through December 31, 2007, in conformity with U.S. generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has limited operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




/s/  DEJOYA GRIFFITH & COMPANY, LLC
___________________________________
     DeJoya Griffith & Company, LLC


April 14, 2008
Henderson, Nevada


                                      17.


<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
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, 2006 and 2005 and the
related statements of operations, stockholders' deficit, and cash flows for the
years then ended and the period December 21, 1992 (inception) through December
31, 2006. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the 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. (A
Development Stage Enterprise) as of December 31, 2006 and 2005 and the results
of its operations and cash flows for the years then ended and the period
December 21, 1992 (inception) through December 31, 2006, in conformity with U.S.
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has limited operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




Kyle L. Tingle, CPA, LLC


January 26, 2007
Las Vegas, Nevada


                                      18.


<PAGE>

<TABLE>
<CAPTION>

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

                                                                December 31,     December 31,
                                                                        2007             2006
                                                                ____________     ____________
<S>                                                             <C>              <C>
                           ASSETS
CURRENT ASSETS                                                  $          0     $          0
                                                                ____________     ____________

     Total current assets                                                  0                0
                                                                ____________     ____________

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


            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                           $          0     $        456
     Officers advances                                                60,563           54,827
                                                                ____________     ____________

          Total current liabilities                                   60,563           55,283
                                                                ____________     ____________

          Total liabilities                                           60,563           55,283
                                                                ____________     ____________

STOCKHOLDERS' DEFICIT
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:  12,090,000
        shares at December 31, 2007 and 2006                          12,090           12,090
     Additional paid-in capital                                      (10,230)         (10,230)
     Accumulated deficit during development stage                    (62,423)         (57,143)
                                                                ____________     ____________

          Total stockholders' deficit                                (60,563)         (55,283)
                                                                ____________     ____________

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


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                      19.

<PAGE>

<TABLE>
<CAPTION>

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

                                                                          Dec. 21, 1992
                                       Year Ended        Year Ended      (inception) to
                                     December 31,      December 31,        December 31,
                                             2007              2006                2007
                                     ____________      ____________      ______________
<S>                                   <C>               <C>                <C>

Revenues                              $        0        $        0         $        0

Cost of revenue                                0                 0                  0
                                      __________        __________         __________

           Gross profit               $        0        $        0         $        0

General, selling and
   administrative expenses                 5,280             4,387             62,423
                                      __________        __________         __________
           Operating loss             $   (5,280)       $   (4,387)        $  (62,423)

Non operating income (expense)                 0                 0                  0
                                      __________        __________         __________

   Net loss                           $   (5,280)       $   (4,387)        $  (62,423)
                                      ==========        ==========         ==========
   Net loss per share, basic
   and diluted                        $    (0.00)       $    (0.00)
                                      ==========        ==========

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


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                       20.


<PAGE>


<TABLE>
<CAPTION>

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

                                                                                      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)        $      0        $  1,860
Net loss, December 31, 1992                                                               (1,860)         (1,860)
                                       __________       _______        ________         ________        ________

Balance, December 31, 1992             12,090,000       $12,090        $(10,230)        $      0        $      0
Net loss, December 31, 1993                                                                    0               0
                                       __________       _______        ________         ________        ________

Balance, December 31, 1993             12,090,000       $12,090        $(10,230)        $ (1,860)       $      0
Net loss, December 31, 1994                                                                    0               0
                                       __________       _______        ________         ________        ________

Balance, December 31, 1994             12,090,000       $12,090        $(10,230)        $ (1,860)       $      0

Net loss, December 31, 1995                                                                    0               0
                                       __________       _______        ________         ________        ________

Balance, December 31, 1995             12,090,000       $12,090        $(10,230)        $ (1,860)       $      0

Net loss, December 31, 1996                                                                    0               0
                                       __________       _______        ________         ________        ________

Balance, December 31, 1996             12,090,000       $12,090        $(10,230)        $ (1,860)       $      0

Net loss, December 31, 1997                                                                    0               0
                                       __________       _______        ________         ________        ________

Balance December 31, 1997              12,090,000       $12,090        $(10,230)        $ (1,860)       $      0

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                       21.


<PAGE>

<TABLE>
<CAPTION>

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

                                                                          Dec. 21, 1992
                                       Year Ended        Year Ended      (inception) to
                                     December 31,      December 31,        December 31,
                                             2007              2006                2007
                                     ____________      ____________      ______________
<S>                                   <C>               <C>                <C>

Cash Flows From
Operating Activities
    Net loss                          $   (5,280)       $   (4,387)        $  (62,423)
    Changes in assets and liabilities
    Increase (decrease) in accounts
       payable                              (456)              456                  0
                                      __________        __________         __________

         Net cash used in
            operating activities      $   (5,736)       $   (3,931)        $  (62,423)
                                      __________        __________         __________

Cash Flows From
Financing Activities                  $        0        $        0         $        0
                                      __________        __________         __________
Cash Flows From
Financing Activities
   Issuance of common stock           $        0        $        0         $    1,860
   Increase in officer advances            5,736             3,931             60,563
                                      __________        __________         __________

         Net cash provided by
            financing activities      $    5,736             3,931             62,423
                                      __________        __________         __________

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

Cash, beginning of period                      0                 0         $        0
                                      __________        __________         __________

Cash, end of period                   $        0        $        0         $        0
                                      ==========        ==========         ==========

SUPPLEMENTAL INFORMATION

Interest paid                         $        0        $        0         $        0
                                      ==========        ==========         ==========
Income taxes paid                     $        0        $        0         $        0
                                      ==========        ==========         ==========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                      22.


<PAGE>


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


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Sierra Resource Group, Inc. ("Company") was organized December 21, 1992 under
the laws of the State of Nevada. The Company currently has no operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"Accounting and Reporting by Development Stage Enterprises," is considered a
Development Stage 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, 2007 and 2006.

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.


                                      23.


<PAGE>


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


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

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 have cash, but not material
assets, nor does it have operations or a source of revenue sufficient to cover
its operation costs and allow it to continue as a going concern. The Company
will be dependent upon the raising of additional capital through placement of
our common stock in order to implement its business plan, or merge with an
operating company. There can be no assurance that the Company will be successful
in either situation in order to continue as a going concern. The officers and
directors have committed to advancing certain operating costs of the Company.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2009. We do not expect that the adoption of SFAS 157 will have a material impact
on our financial condition or results of operations.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS
No. 158 requires companies to recognize in their statement of financial position
an asset for a plan's overfunded status or a liability for a plan's underfunded
status and to measure a plan's assets and its obligations that determine its
funded status as of the end of the company's fiscal year. Additionally, SFAS No.
158 requires companies to recognize changes in the funded status of a defined
benefit postretirement plan in the year that the changes occur and those changes
will be reported in comprehensive income. The provision of SFAS No. 158 that
will require us to recognize the funded status of our postretirement plans, and
the disclosure requirements, will be effective for us as of December 31, 2006.
We do not expect that the adoption of SFAS No. 158 will have a material impact
on our consolidated financial statements.

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


                                      24.


<PAGE>


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


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

as of the beginning of an entity's first fiscal year that begins after November
15, 2007, although earlier adoption is permitted. Management has not determined
the effect that adopting this statement would have on the Company's financial
condition or results of operations.

In December 2007, the FASB issued SFAS 141(R), "Business Combinations-- a
replacement of FASB Statement No. 141." This Statement replaces SFAS 141,
"Business Combinations," and requires an acquirer to recognize the assets
acquired, the liabilities assumed, including those arising from contractual
contingencies, any contingent consideration, and any noncontrolling interest in
the acquiree at the acquisition date, measured at their fair values as of that
date, with limited exceptions specified in the statement. SFAS 141(R) also
requires the acquirer in a business combination achieved in stages (sometimes
referred to as a step acquisition) to recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values (or other amounts determined in accordance with
SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the
noncontrolling interest in the acquiree at fair value will result in recognizing
the goodwill attributable to the noncontrolling interest in addition to that
attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, "Accounting for
Income Taxes," to require the acquirer to recognize changes in the amount of its
deferred tax benefits that are recognizable because of a business combination
either in income from continuing operations in the period of the combination or
directly in contributed capital, depending on the circumstances. It also amends
SFAS 142, "Goodwill and Other Intangible Assets," to, among other things,
provide guidance on the impairment testing of acquired research and development
intangible assets and assets that the acquirer intends not to use. SFAS 141(R)
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. We are currently assessing the potential impact that
the adoption of SFAS 141(R) could have on our financial statements.

In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in
Consolidated Financial Statements." SFAS 160 amends Accounting Research Bulletin
51, "Consolidated Financial Statements," to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. SFAS
160 also changes the way the consolidated income statement is presented by
requiring consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the consolidated statement of income, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interest. SFAS 160 requires that a parent recognize a gain or
loss in net income when a subsidiary is deconsolidated and requires expanded
disclosures in the consolidated financial statements that clearly identify and
distinguish between the interests of the parent owners and the interests of the
noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods,
and interim periods within those fiscal years, beginning on or after December
15, 2008. We are currently assessing the potential impact that the adoption of
SFAS 141(R) could have on our financial statements.


                                      25.


<PAGE>


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


NOTE 2.  STOCKHOLDER'S EQUITY

COMMON STOCK

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

On December 18, 1998, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from 2,500 common
shares to 25,000,000 common shares. The no par value was changed to $0.001 per
share.

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

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

The Company has not authorized any preferred stock.

NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per
Share." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. The calculation of diluted net
loss per share gives effect to common stock equivalents; however, potential
common shares are excluded if their effect is antidilutive.

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 12,090,000 during 2007, 2006, and since
inception. As of December 31, 2007, 2006, and since inception, the Company had
no dilutive potential common shares.


                                      26.



<PAGE>


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


NOTE 3.  INCOME TAXES (CONTINUED)

We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. Per Statement of Accounting Standard No. 109 -
Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it
is more likely than not that a tax asset cannot be realized through future
income the Company must allow for this future tax benefit. We provided a full
valuation allowance on the net deferred tax asset, consisting of net operating
loss carryforwards, because management has determined that it is more likely
than not that we will not earn income sufficient to realize the deferred tax
assets during the carryforward period.

All tax returns have been filed. There are no open tax years.

The components of the Company's deferred tax asset as of December 31, 2007 and
2006 are as follows:

                                               2007         2006
                                           ________     ________

     Net operating loss carryforward       $ 21,848     $ 20,000
     Valuation allowance                    (21,848)     (20,000)
                                           ________     ________

     Net deferred tax asset                $      0     $      0
                                           ========     ========

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

                                                                      Since
                                              2007         2006     Inception
                                           _______      _______     _________

     Tax at statutory rate (35%)           $ 1,848      $ 1,535     $ 21,848
     Increase in valuation allowance        (1,848)      (1,535)     (21,848)
                                           _______      _______      _______

     Net deferred tax asset                $     0      $     0     $      0
                                           =======      =======     ========


The net federal operating loss carry forward will expire between 2016 and 2027.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.

NOTE 4.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer or
resident agent of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors for the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interest. The Company has not formulated a policy for the
resolution of such conflicts. As of December 31, 2007 and December 31, 2006, the
Company owed officers $60,563 and $54,827 respectively.

NOTE 5.  WARRANTS AND OPTIONS

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


                                      27.


<PAGE>


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

     On April 8, 2008, we ended the engagement of Kyle L. Tingle, CPA, LLC
("Tingle") as our independent certified public accountant. The decision was
approved by the Board of Directors of the Company.

     The report of Tingle on the Company's financial statements for the fiscal
years ended December 31, 2006 and 2005 did not contain an adverse opinion or
disclaimer of opinion. During the Company's fiscal years ended December 31, 2006
and 2005 and the subsequent interim period preceding the termination, there were
no disagreements with Tingle on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Tingle, would have caused
Tingle to make reference to the subject matter of the disagreements in
connection with its report on the financial statements for such years or
subsequent interim periods.

     We had requested that Tingle furnish us with a letter addressed to the
Company confirming his dismissal and whether or not he agrees with the Company's
financial statements. A copy of the letter furnished by Tingle in response to
that request, dated March 4, 2008 is filed as Exhibit 16.1 to the Form 8-K filed
on April 15, 2008. We have filed an amendment to said Form 8-K on December 3,
2008. This amendment further expands this disclosure and corrects an Item Tag
from 5.01 to 4.01 (change in accountants) and also contains a confirming letter
from Tingle.

     On April 8, 2008, DeJoya Griffith & Company, LLC ("DeJoya") was engaged as
the Company's new independent certified accountants. During the two most recent
fiscal years and the interim period preceding the engagement of DeJoya, the
Company has not consulted with DeJoya regarding either: (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements; or (ii) any matter that was either the subject of a disagreement or
event identified in paragraph (a)(1)(iv) of Item 304 of Regulation S-B.

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, thought not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal


                                      28.


<PAGE>


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, 2007.

     As a part of our year end review of our disclosure controls and procedures,
we determined that several of our procedures require additional documentation;
no sufficient testing was conducted and further segregation of duties needs to
be put in place. It is our belief that those control procedures are being
performed, however documentation of their execution is not available. We are
implementing additional documentation procedures in order to address this
weakness.

     During the period covered by this report, we have not made any changes to
our internal control over financial reporting that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.

     However, subsequent to the year end and during the period of time that
DeJoya was completing their audit and review of our year end financial
statements, we filed our Form 10-Q for the quarter ended March 31, 2008 on May
13, 2008 prior to DeJoya completing their audit and review of the corresponding
financial statements. Thereafter, after DeJoya completed the review of the
corresponding financial statements and completed the audit of our year end
financial statements, we filed a Form 10-Q/A for the quarter ended March 31,
2008 on July 1, 2008 and disclosed this weakness.

     To remedy this weakness, we have (i) further added documentation to our
preexisting disclosures and controls, and (ii) established additional
communication procedures wherein (a) the segregation of duties are further
defined and (b) all officers and directors, together with counsel and an
unrelated Edgar filing service participate, directly or indirectly with each
other, and communicate and participate in obtaining approval by our external
auditors prior to any filings with the Securities and Exchange Commission.

     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.



     An evaluation as of the end of the period covered by this report was
carried out under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 [the "Exchange Act"]). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer had concluded that those
disclosure controls and procedures were effective in providing reasonable
assurance that information required to be disclosed in the reports that we file
or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified in the Commission's rules and form.
This was not correct. The Company's disclosure controls and procedures were not
effective at December 31, 2007 due to the Company's inadvertent failure to
include in its Annual Report on Form 10-K or 10-K/A, management's assessment of
internal controls over financial reporting.

Changes in Internal Controls

     During the quarter ended June 30, 2008, we made some changes in our
internal control over financial reporting that addressed the material weaknesses
which resulted in the Form 10-Q for the quarter ended March 31, 2008 to be
effective. Also, during the quarter ended September 30, 2008, we initiated
changes in our internal control over financial reporting that addressed the
material weaknesses. We instituted new reporting and approval procedures that
have remediated the disclosed material weakness and we further concluded that
our internal control over financial reporting was effective for the quarter
ended September 30, 2008.

     There have not been any other 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 2007 fiscal year because
it is qualified as a "small business issuer". Hence, under current law, the
internal controls certification and attestation requirements of Section 404 of
the Sarbanes-Oxley act will not apply to the Company. 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.



                                      29.


<PAGE>


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                54      President, Chief Executive Officer
     1150 South Tamarisk Drive              and Director
     Anaheim Hills, CA 92807

     Paul W. Andre                  64      Secretary, Treasurer, Chief
     32 Mayfair Drive                       Financial Officer and Director
     Rancho Mirage, CA 92270

     Suzette M. Encarnacion         41      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


                                      30.


<PAGE>


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.

     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-B.

Board Meeting.

     Our board held four (4) 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.


                                      31.


<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                360,000       19.4%
                  1150 South Tamarisk Drive
                  Anaheim Hills, CA 92807

Common            Paul W. Andre                  750,000       40.3%
                  6767 Tropicana Avenue
                  Suite 207
                  Las Vegas, Nevada 89103

Common            Suzette M. Encarnacion         200,000       10.7%
                  608 Idaho AVenue, #3
                  Santa Monica, CA 90403

Common            All Officers and             1,310,000       70.4%
                  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.


                                      32.


<PAGE>



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

Common            Sandra J. Andre                360,000       19.4%
                  1150 South Tamarisk Drive
                  Anaheim Hills, CA 92807

Common            Paul W. Andre                  750,000       40.3%
                  6767 Tropicana Avenue
                  Suite 207
                  Las Vegas, Nevada 89103

Common            Suzette M. Encarnacion         200,000       10.7%
                  608 Idaho AVenue, #3
                  Santa Monica, CA 90403

Common            All Officers and             1,310,000       70.4%
                  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.

     There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

     Paul W. Andre has agreed to provide the necessary funds, without interest,
for us to comply with the 1934 Act provided that he is an officer and director
of the Company when the obligation is incurred. All advances will be
interest-free.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit and Non-Audit Fees

                           Fiscal Year Ended
                              December 31,
_______________________________________________

                          2007            2006
_______________________________________________

Audit Fees               $3,000          $1,350

Audit Related Fees         None            None

Tax Fees                    125             150

All Other Fees             None            None


                                      33.


<PAGE>


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.

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.


                                      34.


<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: January 27, 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: January 27, 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


                                      35.