UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington
D. C. 20549





FORM
10-Q





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





For the
quarterly period ended December 31, 2009





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


For the
transition period from ___ to _____







Commission
File Number 333-152023




AMERICAN
ENERGY FIELDS, INC.




(Exact
name of registrant as specified in its charter)


Delaware
              (State
      or other jurisdiction ofincorporation
      or organization)
            
            26-1657084
              (I.R.S.
      EmployerIdentification
      No.)





3266
W. Galveston Drive #101


Apache
Junction, AZ 95120


(Address
of principal executive offices)





480-288-6530


(Issuer's
telephone number)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 last 90 days. YES x NO o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). o Yes o No




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
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.




Large
accelerated filer o
Accelerated filer o




Non-accelerated
filer o Smaller
reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES x NO o







Applicable
only to issuers involved in bankruptcy proceedings during the preceding five
years:




Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes o  
No o





Applicable
only to corporate issuers:




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 50,528,252 shares as of February 19,
2010










Table
of Contents





PagePart
      I –
            Financial
      InformationItem
      1. Financial Statements
            1Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            11Item
      3. Quantitative and Qualitative Disclosures about Market
    RiskItem
      4T. Controls and Procedures
            14Part
      II –
            Other
      InformationItem
      1. Legal Proceedings
            14Item
      1A. Risk Factors
            14Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            14Item
      3. Defaults upon Senior Securities
            15Item
      4. Submission of Matters to a Vote of Security Holders
            15Item
      5. Other Information
            15Item
      6. Exhibits
            15Signatures
            
            16










ITEM
1. FINANCIAL STATEMENTS.




The
un-audited quarterly financial statements for the period ended December 31,
2009, prepared by the company, immediately follow.




AMERICAN
      ENERGY FIELDS, INC.(AN
      EXPLORATION STAGE COMPANY)BALANCE
      SHEETUNAUDITED
              
              
              AUDITED12/31/2009
              
              
              3/31/2009ASSETSCurrent
      assets:Cash
              
              $
              1,069,635
              
              
              $
              62Prepaid
      legal fees
              
              
              36,000
              
              
              
              -Total
      current assets
              
              
              1,105,635
              
              
              
              62Mining
      rights
              
              
              209,000
              
              
              
              -Total
      Assets
              
              $
              1,314,635
              
              
              $
              62LIABILITIES
      & STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilitiesLoan
      from Director
              
              $
              100
              
              
              $
              5,825Accounts
      payable and accrued liabilities
              
              
              1,000
              
              
              
              600Total
      liabilities
              
              
              1,100
              
              
              
              6,425Stockholders'
      EquityCommon
      shares, $.0001 par value, 200,000,000 sharesauthorized:
      50,528,252 and 1,250,000 issued andoutstanding
      at December 31, 2009 and March 31, 2009 respectively
              
              
              5,053
              
              
              
              125Additional
      paid-in capital
              
              
              1,464,567
              
              
              
              12,375Preferred
      shares, $.0001 par value, 25,000,000 sharesauthorized: no shares
      issued and outstanding
              
              
              -
              
              
              
              -Accumulated  deficit
              
              
              (156,085
              )
              
              
              (18,863
              )Total
      stockholders' equity
              
              
              1,313,535
              
              
              
              (6,363
              )Total
      liabilities and stockholders' equity
              
              $
              1,314,635
              
              
              $
              62




The accompanying notes to the
financial statements should be read in conjunction with the above financial
statements.




1




AMERICAN
      ENERGY FIELDS, INC.(AN
      EXPLORATION STAGE COMPANY)STATEMENT
      OF CASHFLOWSFOR
      THE
              
              
              FOR
      THE9
      MONTHS
              
              
              9
      MONTHSENDED
              
              
              ENDED12/31/2009
              
              
              12/31/2008Cash
      flows from operating activitiesNet
      loss
              
              $
              (137,222
              )
              
              $
              (8,511
              )Consulting
      fees paid by issuance of stock
              
              
              36,000Stock-based
      dividend expense
              
              
              1,120Adjustments
      to reconcile net loss to net cashprovided
      by (used in) operating activitiesChanges
      in operating assets and liabilities(Increase)
      in prepaid legal fees
              
              
              (36,000
              )Increase
      (decrease) in loan from director
              
              
              (5,725
              )Increase
      (decrease) in accounts payable & liabilities
              
              
              400
              
              
              
              3,365Net
      cash provided by (used in) operating activities
              
              
              (141,427
              )
              
              
              (5,146
              )Cash
      flows from investing activitiesAcquisition
      of mineral rights
              
              
              (209,000
              )
              
              
              -Net
      cash by (used in) investing activities
              
              
              (209,000
              )
              
              
              -Cash
      flows from financing activitiesProceeds
      from issuance of Common Stock
              
              
              1,420,000
              
              
              
              -Net
      cash provided by (used in) financing activities
              
              
              1,420,000
              
              
              
              -Net
      increase (decease) in cash
              
              
              1,069,573
              
              
              
              (5,146
              )Cash
      at beginning of period
              
              
              62
              
              
              
              5,340Cash
      at end of period
              
              $
              1,069,635
              
              
              $
              194Cash
      paid during year for interest
              
              $
              -
              
              
              $
              -




The
accompanying notes to the financial statements should be read in conjunction
with the above financial statements.  2
  AMERICAN
      ENERGY FIELDS, INC.(AN
      EXPLORATION STAGE COMPANY)STATEMENT
      OF OPERATIONSJuly
      20, 2007FOR
      THE
                  
                  FOR
      THE
                  
                  FOR
      THE
                  
                  FOR
      THE
                  
                  
                  (INCEPTION))3
      MONTHS
                  
                  3
      MONTHS
                  
                  9
      MONTHS
                  
                  9
      MONTHS
                  
                  
                  THROUGHENDED
                  
                  ENDED
                  
                  ENDED
                  
                  ENDED
                  
                  
                  DECEMBER
      31,12/31/2009
                  
                  12/31/2008
                  
                  12/31/2009
                  
                  12/31/2008
                  
                  
                  2009Revenues
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  
                  $
                  -ExpensesGeneral
      and administrative
                  
                  117,117
                  
                  
                  2,249
                  
                  
                  136,102
                  
                  
                  8,511
                  
                  
                  
                  154,965Total
      general and administrative
                  
                  117,117
                  
                  
                  2,249
                  
                  
                  136,102
                  
                  
                  8,511
                  
                  
                  
                  154,965Other
      expensesDividend
      expense
                  
                  1,120
                  
                  
                  -
                  
                  
                  1,120
                  
                  
                  -
                  
                  
                  
                  1,120Total
      other expenses
                  
                  1,120
                  
                  
                  -
                  
                  
                  1,120
                  
                  
                  -
                  
                  
                  
                  1,120Net
      loss
                  $
                  118,237
                  
                  $
                  2,249
                  
                  $
                  137,222
                  
                  $
                  8,511
                  
                  
                  $
                  156,085Basic
      weighted average number ofcommon
      shares outstanding
                  
                  6,940,737
                  
                  
                  1,250,000
                  
                  
                  3,882,095
                  
                  
                  1,250,000Diluted
      weighted average number ofcommon
      shares outstanding
                  
                  6,940,737
                  
                  
                  1,250,000
                  
                  
                  3,882,095
                  
                  
                  1,250,000Basic
      net loss per share
                  $
                  (0.02
                  )
                  $
                  (0.00
                  )
                  $
                  (0.04
                  )
                  $
                  (0.01
                  )Diluted
      net loss per share
                  $
                  (0.02
                  )
                  $
                  (0.00
                  )
                  $
                  (0.04
                  )
                  $
                  (0.01
                  )
  The accompanying notes to the financial statements
should be read in conjunction with the above financial statements.


3




NOTE 1 -
ORGANIZATION AND DESCRIPTION OF BUSINESS





American
Energy Fields, Inc. (the "Company") was incorporated as Sienna Resources, Inc.
on July 20, 2007 under the laws of the State of Delaware.  On December
21st,
2009 the Company changed its name to American Energy Fields, Inc.  The
Company's activities to date have been limited to organization and
capital.  The Company has been in the exploration stage since its
formation and has not yet realized any revenues from its planned
operations.





The
Company is primarily engaged in the acquisition and exploration of mining
properties. The Company has acquired State Leases and Federal claims in the
state of California for the purpose of exploration and development.





On
December 21, 2009, the Company changed its name to American Energy Fiel0ds, Inc.
and change authorized capital from 80,000,000 to 200,000,000 shares of Common
Stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock,
par value $.0001 per share and create “blank check” preferred
stock.





Effective
July 1, 2009, the Company adopted The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC
105-10), (formerly SFAS No. 168, The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles).
This standard establishes only two levels of U.S. generally accepted accounting
principles (“GAAP”), authoritative and nonauthoritative. The Financial
Accounting Standard Board (“FASB”) Accounting Standards Codification (the
“Codification”) became the source of authoritative, nongovernmental GAAP, except
for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the Codification became nonauthoritative.
The Company began using the new guidelines and numbering system prescribed by
the Codification when referring to GAAP in the third quarter of fiscal 2009. As
the Codification was not intended to change or alter existing GAAP, it did not
have any impact on the Company’s condensed consolidated financial
statements.





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS OF
PRESENTATION





The
Company reports revenue and expenses using the accrual method of accounting for
financial and tax reporting purposes.





DEVELOPMENT
STAGE COMPANY





The
accompanying financial statements have been prepared in accordance with the FASB
Accounting Standards Codification No 915, Development Stage Entities. A
development stage enterprise is one in which planned and principal operations
have not commenced or, if its operations have commenced, there has been no
significant revenue there from.  Development-stage companies report
cumulative costs from the enterprise’s inception.





CASH AND
CASH EQUIVALENTS





Cash and
cash equivalents consist of highly liquid investments with maturities of three
months or less when purchased.





USE OF
ESTIMATES





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.  On an on-going basis, the Company
evaluates its estimates, including, but not limited to, those related to
investment tax credits, bad debts, income taxes and contingencies. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from those estimates.





4




COMPREHENSIVE
INCOME





The
Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No.
130). ASC 220-10 requires the reporting of comprehensive income in addition to
net income from operations.





Comprehensive
income is a more inclusive financial reporting methodology that includes
disclosure of information that historically has not been recognized in the
calculation of net income.





MINERAL
PROPERTY ACQUISITION AND EXPLORATION COSTS





The
Company expenses all costs related to the acquisition and exploration of mineral
properties in which it has secured exploration rights prior to establishment of
proven and probable reserves.  To date, the Company has not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed.





DEPRECIATION,
AMORTIZATION AND CAPITALIZATION





The
Company records depreciation and amortization, when appropriate, using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years).  Expenditures for maintenance and
repairs are charged to expense as incurred.  Additions, major renewals
and replacements that increase the property's useful life are
capitalized.  Property sold or retired, together with the related
accumulated depreciation is removed from the appropriate accounts and the
resultant gain or loss is included in net income.





INCOME
TAXES





The
Company accounts for income taxes as codified in ASC 740-10-05 (formerly SFAS
109, “Accounting for Income Taxes” and FASB Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes,” an interpretation of SFAS No. 109,
“Accounting for Income Taxes”). Deferred tax assets or liabilities are recorded
to reflect the future tax consequences of temporary differences between the
financial reporting basis of assets and liabilities and their tax basis at each
year-end. These amounts are adjusted, as appropriate, to reflect enacted changes
in tax rates expected to be in effect when the temporary differences
reverse.





The
Company records deferred tax assets and liabilities based on the differences
between the financial statement and tax bases of assets and liabilities and on
operating loss carryforwards using enacted tax rates in effect for the year in
which the differences are expected to reverse. A valuation allowance is provided
when it is more likely than not that some portion or all of a deferred tax asset
will not be realized.





FAIR
VALUE OF FINANCIAL INSTRUMENTS (OTHER THAN DERIVATIVE FINANCIAL
INSTRUMENTS)





"Disclosures
about Fair Value of Financial Instruments",  requires the Company to
disclose, when reasonably attainable,  the
fair  market  values of its assets
and  liabilities which are deemed to be financial
instruments.  The Company's financial instruments consist primarily of
cash and certain investments.





INVESTMENTS





Investments
that are purchased in other companies are valued at cost less any impairment in
the value that is other than temporary in nature.




5




NET LOSS
PER SHARE





Basic net
loss per share is computed using the weighted average number of shares of common
stock outstanding for the period end. The net loss for the period end is divided
by the weighted average number of shares outstanding for that period to arrive a
net loss per share.





Diluted
net loss per share reflects the potential dilution that could occur if the
securities or other contracts to issue common stock were exercised or converted
into common stock.





GOODWILL
AND OTHER INTANGIBLE ASSETS





In
accordance with ASC 350- 30-65 (formerly SFAS 142, “Goodwill and Other
Intangible Assets”, the Company assesses the impairment of identifiable
intangibles whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Intangible assets were comprised of
website assets. Factors the Company considers to be important which could
trigger an impairment review include the following:





1.
            Significant
      underperformance relative to expected historical or projected future
      operating results;





2.
            Significant
      changes in the manner of use of the acquired assets or the strategy for
      the overall business; and





3.
            Significant
      negative industry or economic
trends.





When the
Company determines that the carrying value of intangibles may not be recoverable
based upon the existence of one or more of the above indicators of impairment
and the carrying value of the asset cannot be recovered from projected
undiscounted cash flows, the Company records an impairment charge. The Company
measures any impairment based on a projected discounted cash flow method using a
discount rate determined by management to be commensurate with the risk inherent
in the current business model. Significant management judgment is required in
determining whether an indicator of impairment exists and in projecting cash
flows.





STOCK
BASED COMPENSATION





The
Company applies ASC 718-10 and ASC 505-50 (formerly SFAS 123R) in accounting for
stock options issued to employees. For stock options and warrants issued to
non-employees, the Company applies the same standard, which requires the
recognition of compensation cost based upon the fair value of stock options at
the grant date using the Black-Scholes option pricing model.





RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS





In
December 2007, ASC 808-10 (formerly EITF Issue No. 07-1, “Accounting for
Collaborative Arrangements”) was issued.  ASC 808-10 provides guidance
concerning: determining whether an arrangement constitutes a collaborative
arrangement within the scope of the Issue; how costs incurred and revenue
generated on sales to third parties should be reported in the income statement;
how an entity should characterize payments on the income statement; and what
participants should disclose in the notes to the financial statements about a
collaborative arrangement. The provisions of ASC 808-10 have been adopted in
2009. ASC 808-10 has had no impact on the Company’s financial
statements.





In
September 2006, the FASB issued ASC 820-10 (formerly FASB Statement 157, “Fair
Value Measurements”). ASC 820-10 defines fair value, establishes a framework for
measuring fair value under GAAP and expands disclosures about fair value
measurements.  ASC 820-10 applies under other accounting
pronouncements that require or permit fair value
measurements.  Accordingly, ASC 820-10 does not require any new fair
value measurements.  However, for some entities, the application of ASC
820-10 will change current practice.  The changes to current practice
resulting from the application of ASC 820-10 relate to the definition of fair
value, the methods used to measure fair value and the expanded disclosures about
fair value measurements.  The provisions of ASC 820-10 are effective as of
January 1, 2008, with the cumulative effect of the change in accounting
principle recorded as an adjustment to opening retained earnings.  However,
delayed application of this statement is permitted for nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually),
until fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years.  The Company adopted ASC 820-10 effective January 1,
2008 for financial assets and the adoption did not have a significant effect on
its financial statements.  The Company has adopted the remaining provisions
of ASC 820-10 beginning in 2009. The adoption of SFAS No. 157 did not have a
material impact on the Company’s condensed consolidated results of operations or
financial condition.





6




In
February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and
Financial Liabilities – Including an amendment of ASC 320-10, (“ASC 825-10”)
which permits entities to choose to measure many financial instruments and
certain other items at fair value at specified election dates. A business entity
is required to report unrealized gains and losses on items for which the fair
value option has been elected in earnings at each subsequent reporting date.
This statement is expected to expand the use of fair value measurement. ASC
825-10 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal
years.





In
December 2007, the Company adopted ASC 805, Business Combinations (“ASC 805”).
ASC 805 retains the fundamental requirements that the acquisition method of
accounting be used for all business combinations and for an acquirer to be
identified for each business combination. ASC 805 defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control.  ASC 805 will require an entity to record separately
from the business combination the direct costs, where previously these costs
were included in the total allocated cost of the acquisition.  ASC 805
will require an entity to recognize the assets acquired, liabilities assumed,
and any non-controlling interest in the acquired at the acquisition date, at
their fair values as of that date.  ASC 805 will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met.  Finally, ASC 805 will require an entity to recognize contingent
consideration at the date of acquisition, based on the fair value at that
date.  This will be effective for business combinations completed on
or after the first annual reporting period beginning on or after December 15,
2008.  Early adoption is not permitted and the ASC is be applied
prospectively only.  Upon adoption of this ASC, there would be no
impact to the Company’s results of operations and financial condition for
acquisitions previously completed.  The adoption of ASC 805 is not
expected to have a material effect on the Company’s financial position, results
of operations or cash flows.





In March
2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging
Activities”, (“ASC 815”). ASC 815 requires enhanced disclosures about an
entity’s derivative and hedging activities. These enhanced disclosures will
discuss: how and why an entity uses derivative instruments; how derivative
instruments and related hedged items are accounted for and its related
interpretations; and how derivative instruments and related hedged items affect
an entity’s financial position, financial performance, and cash flows. ASC 815
is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008. The Company does not believe that ASC
815 will have an impact on their results of operations or financial
position.




In June
2008, the FASB ratified ASC 815-40-25 (formerly EITF Issue No. 07-05,
“Determining Whether an Instrument (or Embedded Feature) is Indexed to an
Entity's Own Stock”). ASC 815-40-25 mandates a two-step process for evaluating
whether an equity-linked financial instrument or embedded feature is indexed to
the entity's own stock. Warrants that a company issues that contain a strike
price adjustment feature, upon the adoption of ASC 815-40-25, results in the
instruments no longer being considered indexed to the company's own
stock.  On January 1, 2009, the Company adopted ASC 815-40-25 and
re-evaluated its issued and outstanding warrants that contain a strike price
adjustment feature. The Company reclassified certain warrants from equity to a
derivative liability and used the Black-Scholes valuation model to determine the
fair market value of the warrants.  Based upon the Company’s
re-evaluation, ASC 815-40-25 has had no material impact on the Company’s
condensed consolidated financial statements.




Effective
June 15, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10 (formerly SFAS No. 165, Subsequent
Events). The update modifies the names of the two types of subsequent events
either as recognized subsequent events (previously referred to in practice as
Type I subsequent events) or non-recognized subsequent events (previously
referred to in practice as Type II subsequent events). In addition, the standard
modifies the definition of subsequent events to refer to events or transactions
that occur after the balance sheet date, but before the financial statements are
issued (for public entities) or available to be issued (for nonpublic entities).
It also requires the disclosure of the date through which subsequent events have
been evaluated. The update did not result in significant changes in the practice
of subsequent event disclosures, and therefore the adoption did not have any
impact on our condensed consolidated financial statements.  In
accordance with ASC 855-10, the Company evaluated all events or transactions
that occurred after September 30, 2009 up through November 12, 2009, the date
the Company issued these condensed consolidated financial
statements.  During this period, the Company had material subsequent
events as set forth in Note 16 to these condensed consolidated financial
statements.




7




Effective
July 1, 2009, the Company adopted The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC
105-10), (formerly SFAS No. 168, The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles).
This standard establishes only two levels of U.S. generally accepted accounting
principles (“GAAP”), authoritative and nonauthoritative. The Financial
Accounting Standard Board (“FASB”) Accounting Standards Codification (the
“Codification”) became the source of authoritative, nongovernmental GAAP, except
for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the Codification became nonauthoritative.
The Company began using the new guidelines and numbering system prescribed by
the Codification when referring to GAAP in the third quarter of fiscal 2009. As
the Codification was not intended to change or alter existing GAAP, it did not
have any impact on the Company’s condensed consolidated financial
statements.





Effective
for the interim reporting period ending June 30, 2009, the Company adopted two
new accounting standard updates which were intended to provide additional
application guidance and enhanced disclosures regarding fair value measurements
and impairments of securities as codified in ASC 820-10-65 (formerly FASB Staff
Position Financial Accounting Standard 107-1 and Accounting Principles Board
28-1 and “Interim Disclosures about Fair Value of Financial Instruments”. ASC
820-10-65  requires disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well
as in annual financial statements. ASC 820-10-65 requires related disclosures in
summarized financial information at interim reporting periods. ASC 820-10-65 was
effective for the interim reporting period ending June 30, 2009. The adoption of
ASC 820-10-65 did not have a material impact on the Company’s condensed
consolidated financial statements.




NOTE 3 -
PROVISION FOR INCOME TAXES





Realization
of deferred tax assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carry-forwards are expected
to be available to reduce taxable income.  As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.




As
      of
              December 31,
      2009Deferred tax
      assets:Net Operating
      Loss
            
            $
            156,085Tax
    Rate
            
            
            34
            %Gross deferred
      tax assets
            
            $
            53,069Valuation
      allowance
            
            $
            (53,069
            )Net deferred
      tax assets
            
            $
            0




NOTE 4 -
COMMITMENTS AND CONTINGENCIES





LITIGATION





The
Company is not presently involved in any litigation.





NOTE 5 -
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS





Recently
issued accounting pronouncements will have no significant impact on the Company
and its reporting methods.





8





NOTE 6 -
GOING CONCERN





Future
issuances of the Company's equity or debt securities will be required in order
for the Company to continue to finance its operations and continue as a going
concern. The Company's present revenues are insufficient to meet operating
expenses.





The
financial statement of the Company have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has incurred cumulative net losses of $156,085 since
its inception and requires capital for its contemplated operational and
marketing activities to take place. The Company's ability to raise additional
capital through the future issuances of common stock is unknown. The obtainment
of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statement of the Company do not include any adjustments that may result from the
outcome of these aforementioned uncertainties.





NOTE 7 -
RELATED PARTY TRANSACTIONS





Joshua
Bleak, the sole officer and director of the Company may, in the future, become
involved in other business  opportunities as they become
available,  thus she may face a conflict in
selecting  between the Company and his other business
opportunities.  The Company has not formulated a policy for the
resolution of such conflicts.





NOTE 8 -
STOCK TRANSACTIONS





Transactions,
other than employees' stock issuance, are in accordance with paragraph 8 of
Statement of Financial Accounting Standards 123. Transactions with employees'
stock issuance are in accordance with paragraphs (16 44) of Statement of
Financial Accounting Standards 123. These issuances shall be accounted for based
on the fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.





On July
20, 2007, the Company issued a total of 1,250,000 shares of common stock to one
director for cash in the amount of $0.01 per share for a total of
$12,500





On April
13, 2009, the Company issued a total of 1,000,000 shares of common stock to
26  individuals  for cash in the
amount of $0.025 per share for a total of $25,000





On
December 21, 2009, the board of directors declared a dividend of an additional
11.2 shares of its common stock on each share of its common stock outstanding on
December 21, 2009.





On
December 24, 2009, the Company entered into a Share Exchange with Green Energy
Fields, Inc., a privately –held Nevada corporation and the shareholders of Green
Energy.  The shareholders of Green Energy transferred all of the
issued and outstanding capital stock of Green Energy in exchange for the right
to receive one share of American Energy Common Stock.  Accordingly, an
aggregate of 28,788,252 shares of American Energy common stock were issued to
the shareholders of Green Energy.





On
December 24, 2009, the Company issued a total
of  9,300,000  shares of common stock to 16 individuals for
cash in the amount of $0.15 per share for a total $1,395,000.





On
December 24, 2009, Julie Carter resigned as sole officer and director of the
company and the Company transferred all of the outstanding capital
stock  of  SplitCo to Julie Carter in exchange for the
cancellation of 15,250,000 shares of American Energy common stock that she
owned.





9




As
of  December 31, 2009 the Company had 50,528,252 shares of common
stock issued and outstanding.





NOTE 9 -
STOCKHOLDERS' EQUITY





The
stockholders' equity section of the Company contains the following classes of
capital stock as of December 31, 2009:





Common
stock, $ 0.0001 par value: 200,000,000 shares authorized; 50,528,252 shares
issued and outstanding.


Preferred
stock, $.0001 par value 25,000,000 shares authorized, none issued and
outstanding





NOTE 10 -
MINERAL CLAIMS





PAYMASTER





On
February 4, 2008, the Company acquired a 100% interest in a total of four
mineral claims located in the Paymaster Canyon Area of Esmeralda County,
Nevada.





The
claims, related geological report and phase 1 fieldwork were acquired for
$15,000.  These costs have been expensed as exploration costs from
inception through period ending December 31, 2009.





COSO





On
December 24, 2009, the Company acquired a 100% working interest and 97% net
revenue interest in the Coso Project consisting of 169 Federal mineral claims,
3,380 acres, and 800 State leased acres, in Inyo County, CA.





Previous
uranium exploration and prospecting on the Coso Property includes geologic
mapping, pitting, adits, radon cup surveys, airborne geophysics and
drilling.  These programs have identified specific targets on the
property.





Granitic
rocks of Jurassic age were uplifted to form the Coso Range.  Later
erosion of these rocks created a 300-foot thick blanket of gravel, conglomerates
and arkoses called the lower Coso Formation.  A series of lakebeds and
volcanic tuffs covered these rocks when the area was subjected to volcanic
activity and inundated by fresh water.





These
rocks are the 200 foot thick upper Coso Formation.





The main
uranium anomalies are found within the sedimentary rocks of the Coso Formation
and the immediately adjacent granitic rocks.  The primary zone for
uranium mineralization is the basal arkose of the lower Coso
Formation.





The
uranium anomalies targeted by previous exploration will be relocated and
re-identified by American Energy Fields, Inc. for further
evaluation.  If feasible, old drill holes in prospective areas will be
re-entered and logged by down-hole radiometric probes to identify zones and
grades of subsurface uranium mineralization.





BLYTHE





On
December 24, 2009, American Energy Fields acquired a 100% interest (minus a 3%
Net Smelter Return Royalty) in 66 lode mining claims (the NPG Claims) covering
1,320 acres of Federal Land in Riverside County, CA.





A number
of companies have worked on the Blythe uranium property during the 1950s through
the 1980s.  Several shipments of ore were reportedly shipped from the
property





The
Blythe Prospect occurs in the southern McCoy Mountains, which are composed of
Precambrian metasediments, including meta-conglomerates, grits, quartzites and
minor interbedded shales.




10




Uranium
mineralization occurs along fractures, in meta-conglomerates and in breccia
zones.  Secondary uranium minerals occur on fracture surfaces and
foliation planes adjacent to fine veinlets of pitchblende.  Uranium
minerals include uraninite (pitchblende), uranophane, gummite and
boltwoodite.  It has been reported that the uranium mineralization
tends to occur in areas where finely disseminated hematite is
present.





Although
there are no known intrusive bodies near the property, it is believed that the
uranium mineralization could be hydrothermal in origin and genetically related
to an intrusive source.  If such a deep-seated intrusive body
underlies the property it is possible that larger concentrations of primary
uranium ore may exist at depth.





American
Energy Fields proposes to locate and re-enter as many old drill holes as
possible.  These holes will be probed with geophysical instruments to
determine radioactivity and uranium mineralization in the
subsurface.  If these results are positive, then additional drilling
and down-hole probing will be proposed.





ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.





FORWARD
LOOKING STATEMENTS





Some of
the statements contained in this Form 10-Q that are not historical facts are
"forward-looking statements" which can be identified by the use of terminology
such as "estimates," "projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions of strategy
that involve risks and uncertainties. We urge you to be cautious of the
forward-looking statements, that such statements, which are contained in this
Form 10-Q, reflect our current beliefs with respect to future events and involve
known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.





All
written forward-looking statements, made in connection with this Form 10-Q that
are attributable to us or persons acting on our behalf, are expressly qualified
in their entirety by these cautionary statements. Given the uncertainties that
surround such statements, you are cautioned not to place undue reliance on such
forward-looking statements.





The safe
harbors of forward-looking statements provided by the Securities Litigation
Reform Act of 1995 are unavailable to issuers not subject to the reporting
requirements set forth under Section 13(a) or 15(D) of the Securities Exchange
Act of 1934, as amended. As we have not registered our securities pursuant to
Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act
are unavailable to us.




BUSINESS




American
Energy Fields, Inc., was incorporated as Sienna Resources, Inc. in the State of
Delaware on July 20, 2007 to engage in the acquisition, exploration and
development of natural resource properties. We are an exploration stage company
with no revenues or operating history. On December 21, 2009, we filed an Amended
and Restated Certificate of Incorporation with the Secretary of State of the
State of Delaware in order to change our name to “American Energy Fields, Inc.”,
change our authorized capital to 200,000,000 shares of common stock, par value
$0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001
per share and create “blank check” preferred stock.





On
December 21, 2009, the board of directors declared a dividend of an additional
11.2 shares of its common stock on each share of its common stock outstanding on
December 21, 2009.




On
December 24, 2009, we entered into a Share Exchange Agreement (the “Exchange
Agreement”) with Green Energy Fields, Inc., a privately-held Nevada corporation
(“Green Energy”), and the shareholders of Green Energy (the “Green Energy
Shareholders”). Upon closing of the transaction contemplated under the Exchange
Agreement, on December 24, 2009, the shareholders of Green Energy transferred
all of the issued and outstanding capital stock of Green Energy to us in
exchange for shares of our common stock. Such exchange caused Green Energy to
become our wholly-owned subsidiary (the “Exchange”).




11




Pursuant
to the terms and conditions of the Exchange Agreement:





●
            Upon
      the closing of the Exchange, each share of Green Energy’s common stock
      issued and outstanding immediately prior to closing was exchanged for the
      right to receive one share of our common stock. Accordingly, an aggregate
      of 28,788,252 shares of our common stock were issued to the shareholders
      of Green Energy.





●
            Following
      the closing of the Exchange, we issued an aggregate of 9,300,000 shares of
      our common stock and two-year warrants to purchase an additional 4,650,000
      shares of common stock exercisable at $0.40 per share, in a private
      placement to 16 investors (the “Private Placement”) for
      $1,395,000.  For a period of twelve months from the closing date
      of the Private Placement, holders of our shares issued in the Private
      Placement, as well as the shares of common stock underlying the Investor
      Warrants issued in the Private Placement, have the right to seek
      “piggyback” registration of their shares in certain
      circumstances.





●
            Upon
      the closing of the Exchange, Julie Carter resigned as our sole officer and
      director and simultaneously with the effectiveness of the Exchange a new
      board of directors and new officers were appointed.  The new
      board of directors consists of Joshua Bleak, who was also
      appointed as our Chief Executive Officer and Chief Financial
      Officer.





●
            Immediately
      following the closing of the Exchange and the Private Placement, under an
      Agreement of Conveyance, Transfer and Assignment of Assets and Assumption
      of Obligations (the “Conveyance Agreement”),   transferred all of our
      pre-Exchange assets and liabilities to our wholly-owned subsidiary, Sienna
      Resources Holdings, Inc. (“SplitCo”). Thereafter pursuant to a stock
      purchase agreement (the “Stock Purchase Agreement”),   transferred
      all of the outstanding capital stock of SplitCo to Julie Carter in
      exchange for the cancellation of   shares of our common stock that
      she owned (the “Split-Off”), with 12,200,000 shares of common stock held
      by persons who acquired such shares in purchases from stockholders of ours
      prior to the Exchange remaining outstanding.  These 12,200,000
      shares constitute our “public float” and are our only shares of registered
      common stock and accordingly are our only shares available for resale
      without further registration.




The
principal executive offices are located at 3266 W. Galveston Drive, Suite 101
Apache Junction, Arizona 85220. The telephone number is
480-818-0615.




RESULTS
OF OPERATIONS




We are
still in our exploration stage and have generated no revenues to
date.





We
incurred operating expenses of $118,237 and $2,249 for the three months ended
December 31, 2009 and 2008, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business, obtaining additional sale of stock  and
the preparation and filing of our financial disclosure reports with the U.S.
Securities and Exchange Commission.





Our net
loss from inception through December 31, 2009 was $156,085.





LIQUIDITY
AND CAPITAL RESOURCES





Our cash
balance at December 31, 2009 was $1,069,635. We had $1,100 in outstanding
liabilities.





We
received our initial funding of $12,500 through the sale of common stock to our
officer and director who purchased 1,250,000 shares of our common stock at $0.01
per share on July 20, 2007. On April 13, 2009, the Company issued a total of
1,000,000 shares of common stock to 26 individuals for cash in the amount of
$0.025 per share for a total of $25,000.





On
December 24, 2009, the Company raised $1,395,000 through the sale of common
stock to 16 investors who purchased 9,300,000 shares of our common stock at $.15
per share.




12





Our
financial statements from inception (July 20, 2007) through the quarter ended
December 31, 2009 report no revenues and a net loss of $156,085. Our independent
auditor has issued an audit opinion for Sienna Resources, Inc. which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.





If we
experience a shortage of funds prior to completing our exploration program we
may utilize funds from our director who has informally agreed to advance funds
to allow us to pay for business operations, however our director has no formal
commitment, arrangement or legal obligation to advance or loan funds to us. As
of December 31, 2009 the director had loaned the company $100.





PLAN OF
OPERATION





The
Company plans to review opportunities to acquire additional mineral properties
with current or historic reserve as well as meaningful exploration
potential.





The Coso
uranium anomalies targeted by previous exploration will be relocated and
re-identified by the company for further evaluation. If feasible, old drill
holes in prospective areas will be re-entered and logged by down-hole
radiometric probes to identify zones and grades or subsurface uranium
mineralization.





At the
Blythe uranium property, the company proposes to locate and re-enter as many old
drill holes as possible. These holes will be probed with
Geophysical  instruments to determine radioactivity and uranium
mineralization in the surfaces. If these results are positive, then additional
drilling and down hole probing will be proposed.




13




ITEM
4. CONTROLS AND PROCEDURES.




EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES




Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.




Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation
with the participation of the Company's management, including the Company's
Chief Executive Officer ("CEO") and the Company's Chief Financial Officer
("CFO"), of the effectiveness of the Company's disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
nine months ended December 31, 2009. Based upon that evaluation, the Company's
CEO and CFO concluded that the Company's disclosure controls and procedures are
effective to ensure that information requiring disclosure by the Company in the
reports that the Company files or submits under the Exchange Act, is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Company's management, including the Company's CEO and CFO, as
appropriate, to allow timely decisions regarding required
disclosure.




CHANGES
IN INTERNAL CONTROLS




Our
management, with the participation our Chief Executive Officer and Chief
Financial Officer, performed an evaluation to determine whether any change in
our internal controls over financial reporting occurred during the nine month
period ended December 31, 2009. Based on that evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that no change occurred in the
Company's internal controls over financial reporting during the nine months
ended December 31, 2009, that has materially affected, or is reasonably likely
to materially affect, the Company's internal controls over financial
reporting.






PART
II--OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




None




ITEM
1A. RISK FACTORS




There
have been no material changes from the Risk Factors described in our Annual
Report on Form 10-K for the fiscal year ended March 31, 2008.


ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 On December
24, 2009, we issued an aggregate of 9,300,000 shares of our common stock and the
warrants to purchase an additional 4,650,000 shares of common stock in a private
placement to 16 investors for $1,395,000.  The private placement was
made solely to “accredited investors,” as that term is defined in Regulation D
under the Securities Act. The securities sold in the Private Placement were not
registered under the Securities Act, or the securities laws of any state, and
were offered and sold in reliance on the exemption from registration afforded by
Section 4(2) and Regulation D (Rule 506) under the Securities Act and
corresponding provisions of state securities laws, which exempt transactions by
an issuer not involving any public offering.


14




ITEM
3 - DEFAULTS UPON SENIOR SECURITIES




NONE




ITEM
4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS




On December 21, 2009, a
majority of our shareholders approved the amendment and restated of our
certificate of incorporation to change our name to “American Energy Fields,
Inc.”, change our authorized capital to 200,000,000 shares of common stock, par
value $0.0001 per share, 25,000,000 shares of preferred stock, par value $0.0001
per share and create “blank check” preferred stock and amend and restate our
bylaws.




ITEM
5 - OTHER INFORMATION




On
December 21, 2009, the board of directors declared a dividend of an additional
11.2 shares of its common stock on each share of its common stock outstanding on
December 21, 2009




On
February 1, 2010, David Lieberman was appointed as acting Chief Financial
Officer of the Company.  Simultaneously, Joshua Bleak resigned from
his position as Chief Financial Officer.




ITEM
6 - EXHIBITS.




(A)
Exhibits




2.1 Share
Exchange Agreement dated December 24, 2009 (Incorporated by Reference to the
Current Report on Form 8-K filed with the SEC on December 29, 2009)




3.1
Amended and Restated Certificate of Incorporation (Incorporated by Reference to
the Current Report on Form 8-K filed with the SEC on December 24,
2009)




3.2
Amended and Restated Bylaws (Incorporated by Reference to the Current Report on
Form 8-K filed with the SEC on December 24, 2009)




10.1 Form
of Subscription Agreement dated December 24, 2009 (Incorporated by Reference to
the Current Report on Form 8-K filed with the SEC on December 29,
2009)





10.2 Form
of Investor Warrant (Incorporated by Reference to the Current Report on Form 8-K
filed with the SEC on December 29, 2009)




10.3
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of December 24, 2009 by and between American Energy
Fields, Inc. and Sienna Resources Holdings, Inc. (Incorporated by Reference to
the Current Report on Form 8-K filed with the SEC on December 29,
2009)




10.4
Stock Purchase Agreement, dated as of December 24, 2009 (Incorporated by
Reference to the Current Report on Form 8-K filed with the SEC on December 29,
2009)




10.5
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of December 24, 2009 by and between CPX Uranium, Inc., NPX
Metals, Inc. and Green Energy Fields (Incorporated by Reference to the Current
Report on Form 8-K filed with the SEC on December 29, 2009)




31.1
Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes
Oxley Act of 2002.




31.2
Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes
Oxley Act of 2002.




32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350.




32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350.





15




SIGNATURES





Pursuant
to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





February
22, 2010 American Energy Fields, Inc.
Registrant




By: /s/ Joshua
      BleakJoshua Bleak,
      President, Secretary,Treasurer,
      Chief Executive Officer and Sole DirectorBy:
      /s/  David LiebermanActing Chief
      Financial Officer andPrincipal
      Accounting Officer