American Sierra Gold 10Q 2010 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended April 30, 2010

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

For the transition period from _____ to _____.

Commission File No. 000-52927

AMERICAN SIERRA GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		98-0528416
(State or Other Jurisdiction		(IRS Employer Identification
Of Incorporation or Organization)		Number)

200 S. Virginia, 8th Floor, Reno, Nevada		89501
(Address of Principal Executive Offices)		(Zip Code)

	(775) 398 - 3044
	(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant 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).

Yes ¨ No ¨

Indicate by checkmark 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” and “smaller reporting company” in Rule 12b-3 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if smaller reporting company)	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 ¨ No x

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 ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of June 9, 2010, there were 68,201,843 shares of the registrant’s $0.001 par value common stock issued and outstanding.

AMERICA SIERRA GOLD CORP.

FORM 10-Q INDEX

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4T.	Controls and Procedures	23

PART II – OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	(Removed and Reserved)	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
Signature Page		25

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Financial Statements-

Balance Sheets as of April 30, 2010, and July 31, 2009	2

Statements of Operations for the Three and Nine Months Ended
April 30, 2010, and 2009, and Cumulative from Inception	3

Statements of Cash Flows for the Nine Months Ended
April 30, 2010, and 2009, and Cumulative from Inception	4

Notes to Financial Statements April 30, 2010, and 2009	5

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS (NOTE 2)

AS OF APRIL 30, 2010, AND JULY 31, 2009

(Unaudited)

	April 30,			July 31,
	2010			2009

ASSETS

Current Assets:
Cash	$	24,663		$	27,520
Prepaid expenses		19,336			-
Total current assets		43,999			27,520
Property and Equipment:
Mineral properties		523,598			350,000
Equity Investment in Joint Venture		3,538,431			-
Work in progress - Website software costs		10,573			10,573
Total property and equipment		4,072,602			360,573
Total Assets	$	4,116,601		$	388,093

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable - Trade	$	67,537		$	3,711
Accrued liabilities		27,194			13,742
Due to related party - Former officer and stockholder		27,301			27,301
Due to related party - Officer and stockholder		106,000			106,000
Loans payable		120,000			160,000
Total current liabilities		348,032			310,754
Total liabilities		348,032			310,754

Commitments and Contingencies
Stockholders' Equity:
Common stock, par value $0.001 per share;
2,000,000,000 shares authorized; 67,401,843 and
82,400,000 shares issued and outstanding as of
April 30, 2010, and July 31, 2009, respectively		67,402			82,400
Additional paid-in capital		4,205,798			-
Discount on common stock		-			(31,400	)
Common stock subscription		50,000			137,469
(Deficit) accumulated during the exploration stage		(554,631	)		(111,130	)
Total stockholders' equity		3,768,569			77,339
Total Liabilities and Stockholders' Equity	$	4,116,601		$	388,093

The accompanying notes to financial statements

are an integral part of these balance sheets.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS (NOTE 2)

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2010, AND 2009,

AND CUMULATIVE FROM INCEPTION (JANUARY 30, 2007)

THROUGH APRIL 30, 2010

(Unaudited)

	Three Months Ended						Nine Months Ended						Cumulative
	April 30,						April 30,						From
	2010			2009			2010			2009			Inception

Revenues	$	-		$	-		$	-		$	-		$	-
Expenses:
Exploration costs					-			4,880			-			4,880
General and administrative -
Legal fees		2,723			7,516			162,728			11,291			204,194
Audit fees		9,850			1,500			17,406			5,000			40,156
Transfer agent fees		300			300			2,308			951			15,287
Consulting fees		25,000			750			100,000			750			107,500
Filing fees		3,777			80			4,544			1,237			8,743
Insurance		5,083			-			8,578			-			8,578
Internet web hosting and research		-			-			-			-			3,900
Investor relations		19,450			-			71,689			-			71,689
Office rent & misealleous		536			667			14,780			2,067			20,170
Amortization		-			425			-			1,275			2,833
Organization costs		-			-			-			-			1,000
Bank fees		400			20			1,110			20			1,989
Total general and administrative expenses		67,119			11,258			388,023			22,591			490,919
(Loss) from Operations		(67,119	)		(11,258	)		(388,023	)		(22,591	)		(490,919	)
Other Income (Expense):
(Loss) on write-off mineral property		-			-			(25,000	)		-			(25,000	)
(Loss) on write-off website software costs		-			-			-			-			(2,267	)
Investment income(loss)		(15,495	)		-			(21,269	)		-			(21,269	)
Interest (expense)		(2,525	)		-			(9,209	)		-			(15,176	)
Provision for income taxes		-			-			-			-			-
Net (Loss)	$	(85,139	)	$	(11,258	)	$	(443,501	)	$	(22,591	)	$	(554,631	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		67,346,787			82,400,000			71,994,574			82,400,000

The accompanying notes to financial statements are

an integral part of these statements.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS (NOTE 2)

FOR THE NINE MONTHS ENDED APRIL 30, 2010, AND 2009,

AND CUMULATIVE FROM INCEPTION (JANUARY 30, 2007)

THROUGH APRIL 30, 2010

(Unaudited)

	Nine Months Ended						Cumulative
	April 30,						From
	2010			2009			Inception
Operating Activities:
Net (loss)	$	(443,501	)	$	(22,591	)	$	(554,631	)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Amortization					1,275			2,833
Loss on write-off of website software costs		-			-			2,267
Loss on JV Investment		21,269						21,269
Changes in assets and liabilities-								-
Prepaid expenses		(19,336	)		167			(19,336	)
Accounts payable - Trade		63,826			(7,328	)		67,537
Accrued liabilities		13,452			6,341			27,194
Net Cash (Used in) Operating Activities		(364,290	)		(22,136	)		(452,867	)
Investing Activities:
Website software costs		-			-			(15,673	)
Mineral properties		(548,598	)		(300,000	)		(898,598	)
Net Cash (Used in) Investing Activities		(548,598	)		(300,000	)		(914,271	)
Financing Activities:
Issuance of common stock for cash		1,037,500			-			1,088,500
Common stock subscription		(87,469	)		-			50,000
Proceeds from related party- Former officer and stockholder		-			14,125			27,301
Proceeds from related party - Officer and stockholder		-			204,017			106,000
Proceeds from loans payable		-			150,000			200,000
Payment of principal on loans payable		(40,000	)		-			(80,000	)
Net Cash Provided by Financing Activities		910,031			368,142			1,391,801
Net Increase (decrease) in Cash		(2,857	)		46,006			24,663
Cash - Beginning of Period		27,520			4,960			-
Cash - End of Period	$	24,663		$	50,966		$	24,663
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

On December 8, 2009, the Company issued 2,000,000 shares of common stock and 2,000,000 warrants pursuant to the JV Agreement entered into for a 7% investment in Joint Venture activities. The 2,000,000 shares were valued at $1,660,000. 2,000,000 warrants

On December 8, 2009, the Company issued 300,000 shares for finder services associated with the Joint Venture Agreement. The 300,000 shares of common stock were valued at $249,000.

On March 22, 2010, the Company issued 100,000 shares of common stock pursuant to the Option Agreement. The 100,000 shares of the common stock were valued at $50,000.

The accompanying notes to financial statements are

an integral part of these statements.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

(1) Summary of Significant Accounting Policies

General Organization and Business

American Sierra Gold Corp. (“American Sierra” or the “Company” and formerly C.E. Entertainment, Inc.) is a Nevada corporation in the exploration stage. The Company was incorporated under the laws of the State of Nevada on January 30, 2007. The original business plan of the Company was to engage in the marketing and sale of Ukrainian classical music. Effective May 19, 2009, the Company changed its name from C.E. Entertainment, Inc. to American Sierra Gold Corp. by way of a merger with its wholly owned subsidiary American Sierra Gold Corp., which was formed solely for the purpose of a change in name. In addition, the Company changed its focus to a business plan involving the acquisition, exploration, development, mining, and production of precious metals, with emphasis on gold and silver. The accompanying financial statements of American Sierra were prepared from the accounts of the Company under the accrual basis of accounting.

In February 2007, the Company commenced a capital formation activity through a Private Placement Offering (“PPO”), exempt from registration under the Securities Act of 1933, to raise up to $38,000 through the issuance 30,400,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.00125 per share. As of March 31, 2007, the Company closed the PPO and received proceeds of $38,000. The Company also commenced an activity to effect a Registration Statement on Form SB-2 with the Securities and Exchange Commission to register 30,400,000 shares of its outstanding shares of common stock (post forward stock split) on behalf of selling stockholders. The Registration Statement on Form SB-2 was filed with the SEC on November 7, 2007, and declared effective on November 20, 2007. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.

Unaudited Interim Financial Statements

The accompanying interim financial statements of American Sierra Gold Corp. as of April 30, 2010, and July 31, 2009, and for the three and nine months ended April 30, 2010, and 2009, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of April 30, 2010, and July 31, 2009, and the results of its operations and its cash flows for the three and nine months ended April 30, 2010, and 2009, and cumulative from inception. These results are not necessarily indicative of the results expected for the fiscal year ending July 31, 2010. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. Refer to the Company’s audited financial statements as of July 31, 2009, filed with the SEC on Form 10-K for additional information, including significant accounting policies.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the exploration stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Internal Website Development Costs

Under FASB ASC 350-50, Website Development Costs, costs and expenses incurred during the planning and operating stages of the Company's website are expensed as incurred. Under ASC 350-50, costs incurred in the website application and infrastructure development stages are capitalized by the Company and amortized to expense over the website's estimated useful life or period of benefit. As of April 30, 2010, and July 31, 2009, the Company capitalized $10,573 related to its internal-use website development related to a new website as work in process. During 2009, the old website development costs and related accumulated amortization were written-off to expense resulting in a loss on disposal in the amount of $2,267.

Mineral Properties

The Company is primarily engaged in the business of the acquisition, exploration, development, mining, and production of precious metals, with emphasis on gold and silver. Mineral claim and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development cost, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. For the nine months ended April 30, 2010, and 2009, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the three and nine months ended April 30, 2010, and 2009.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the basis of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company's financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of April 30, 2010, and July 31, 2009, the carrying value of the Company's financial instruments approximated fair value due to the short-term nature and maturity of these instruments.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

Deferred Acquisition Costs

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. 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 as of April 30, 2010, and July 31, 2009, and expenses for the three and nine months ended April 30, 2010, and 2009, and cumulative from inception. Actual results could differ from those estimates made by management.

(2) Exploration Stage Activities and Going Concern

The Company is currently in the exploration stage, and has limited operations. The original business plan of the Company was to sell and market classical Ukrainian music through an online internet store. However, the new business plan of the Company is to enter into the precious metals sector with emphasis on gold and silver. Effective May 19, 2009, the Company changed its name from C.E. Entertainment, Inc. to American Sierra Gold Corp. through a merger with its wholly owned subsidiary, American Sierra Gold Corp., which was formed solely for the purpose of a change in name.

During the period from January 30, 2007, through April 30, 2010, American Sierra was organized and incorporated, received initial working capital through the issuance of common stock to Directors and officers at par value for cash proceeds of $13,000, and completed a capital formation activity to raise up to $38,000 from the sale of 30,400,000 shares of common stock (post forward stock split) through a PPO to various stockholders. On November 7, 2007, American Sierra filed a Registration Statement on Form SB-2 with the SEC to register 30,400,000 shares of its common stock (post forward stock split) on behalf of selling stockholders. The Registration Statement was declared effective by the SEC on November 20, 2007. American Sierra did not receive any of the proceeds of this registration activity. In July 2009, the Company also commenced a capital formation activity, through a PPO (“PPO #2”), to raise up to $137,500 through the issuance of 183,334 of its common shares (post forward stock split). American Sierra also intends to conduct additional capital formation activities through the issuance of its common stock and debt, and commence operations.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

While management of American Sierra believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity or debt capital, or be successful in the development and sale of its planned product in order to generate sufficient revenues to sustain its operations.

The accompanying financial statements have been prepared in conformity with accounting principals generally accepted in the United States of America, which contemplate continuation of American Sierra as a going concern. The Company has incurred an operating loss since inception, and its current cash resources are insufficient to meet its planned business objectives. These and other factors raise substantial doubt about American Sierra‘s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3) Change in Management

On September 9, 2008, Mr. George Daschko resigned as the Company’s President and Director. On the same date, the Company elected Mr. Alexander Hornostai to the office of President and Mr. Dmitriy Ruzhytskiy as a member of the Board of Directors.

Mr. George Daschko also sold his interest in the Company of 24,000,000 shares of common stock (post forward stock split) to Mr. Ruzhytskiy which resulted in a change of beneficial ownership in securities.

On March 25, 2009, Mr. Alexander Hornostai resigned as President, Secretary, Chief Financial Officer, and Treasurer of the Company. On the same date, Mr. Wayne Gruden was appointed as President, Secretary, Treasurer, and Director of the Company.

On March 26, 2009, Mr. Alexander Hornostai and Mr.Dmitriy Ruzhytskiy resigned as Directors of the Company.

On September 29, 2009, Mr. Johannes Petersen was appointed as a Director and Chief Financial Officer of the Company.

(4) Loan from Former Director and Stockholder

As of April 30, 2010, a loan from an individual who is a former Director, officer, and stockholder of the Company amounted to $27,301 (July 31, 2009 - $27,301). The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no terms for repayment.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

(5) Loan from Related Party

As of April 30, 2010, a loan from an officer and stockholder of the Company amounted to $106,000 (July 31, 2009 - $106,000). The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of repayment.

(6) Loans Payable

On February 11, 2009, the Company borrowed $75,000 from a third party for working capital purposes. The loan is unsecured, bears interest at 8 percent per annum, and was due on February 11, 2010.

On April 3, 2009, the Company borrowed $125,000 from a third party under a promissory note. The loan is unsecured, bears interest at 10 percent per annum, and was due and payable on April 3, 2010. On July 20, 2009, the Company made a principal payment of $40,000 on this loan. On October 2, 2009, the Company made a principal payment of $25,000 on this loan. On November 9, 2009, the Company made a principal payment of $15,000 on this loan.

(7) Common Stock

On January 30, 2007, the Company issued 52,000,000 shares of common stock (post forward stock split) valued at a price of $0.00025 per share to Directors and officers for cash proceeds of $13,000 (See Note 9).

In February 2007, the Company commenced a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $38,000 through the issuance 30,400,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.00125 per share. As of March 31, 2007, the Company fully subscribed the PPO, and received proceeds of $38,000. The Company accepted subscriptions from 38 foreign, non-affiliated investors.

In addition, on November 7, 2007, the Company filed a Registration Statement on Form SB-2 with the SEC to register 30,400,000 shares of its common stock (post forward stock split) on behalf of selling stockholders. The Registration Statement was declared effective by the SEC on November 20, 2007. The Company did not receive any of the proceeds of this registration activity.

Effective May 19, 2009, the Company declared a forty (40) for one (1) forward stock split of its authorized, issued, and outstanding common stock. As a result, the authorized capital of the Company was increased from 50,000,000 shares of common stock with a par value of $0.001 to 2,000,000,000 shares of common stock with a par value of $0.001, and correspondingly its issued and outstanding capital increased from 2,060,000 shares of common stock to 82,400,000 shares of common stock. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

In July 2009, the Company commenced a capital formation activity through a PPO #2, exempt from registration under the Securities Act of 1933, to raise up to $137,500 through the issuance 183,334 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.75 per share to two (2) non-U.S. individuals. Proceeds of $137,469 related to PPO#2 were received before July 31, 2009, as a subscription payment. On September 1, 2009, the Company issued 100,000 shares of common stock related to the subscription arrangement. On November 16, 2009, the Company issued 83,334 shares of common stock related to the subscription arrangement.

In September 2009, the Company commenced a capital formation activity through a PPO #3, exempt from registration under the Securities Act of 1933, to raise up to $100,000 through the issuance 250,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.40 per share. On October 1, 2009, the Company issued 250,000 shares of common stock (post forward stock split) related to the subscription arrangement.

In November 2009, the Company canceled 19,000,000 shares of common stock (post forward stock split).

On November 20, 2009, the Company closed a private placement where it issued 348,837 units at $0.86 per share for total proceeds of $300,000. Each unit consists of one common share (post forward stock split) and one share purchase warrant allowing the holder to purchase a share at a price of $1.51 over a 2 year period.

On December 11, 2009, the Company closed a private placement where it issued 819,672 units at $0.61 per share for total proceeds of $500,000. Each unit consists of one share of common stock (post forward stock split) and one share purchase warrant allowing the holder to purchase a share at a price of $1.07 over a 2 year period.

As required per the company’s joint venture agreement with respect to Trinity Alps Property (“Trinity Alps Joint Venture”), the Company issued 2,000,000 restricted shares and 2,000,000 warrants with an exercise price of $1.25 over a 5 year period. This satisfies all equity issuances as required by this agreement. The 2,000,000 shares of common stock were valued at $1,660,000.

On December 8, 2009, the Company issued 300,000 shares of common stock (post forward stock split) in connection with the Trinity Alps Joint Venture. This transaction was valued at $249,000.

Warrants

As of April 30, 2010, the Company has warrants outstanding as follows:

Grant Date	Number		Exercise Price		Expiry Date

October 20, 2009		348,837	$	1.51	October 20, 2011
December 11, 2009		819,672	$	1.07	December 11, 2011
January 15, 2010		500,000	$	1.25	January 15, 2015

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

(8) Income Taxes

The provision (benefit) for income taxes for the nine months ended April 30, 2010, and 2009, were as follows (assuming a 15 percent effective tax rate):

	Nine Months
	Ended
	April 30,
	2010			2009
Current Tax Provision:
Federal-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-
Deferred Tax Provision:
Federal-
Loss carryforwards	$	66,525		$	3,389
Change in valuation allowance		(66,525	)		(3,389	)
Total deferred tax provision	$	-		$	-

The Company had deferred income tax assets as of April 30, 2010, and July 31, 2009, as follows:

	April 30,			July 31,
	2010			2009
Loss carryforwards	$	83,194		$	16,669
Less - Valuation allowance		(83,194	)		(16,669	)
Total net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for the nine months ended April 30, 2010, and 2009, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of April 30, 2010, and July 31, 2009, the Company had approximately $554,631, and $111,130, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and will begin to expire in the year 2027.

(9) Related Party Transactions

As described in Note 7, in January 2007, the Company issued 52,000,000 shares of common stock (post forward stock split) to Directors and officers of the Company for cash proceeds of $13,000. As described in Note 3, on September 9, 2008, Mr. George Daschko resigned from the positions of President and Director. Mr. George Daschko also sold his interest in the Company of 24,000,000 shares of common stock (post forward stock split) to the newly appointed Director and officer of the Company.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

As described in Note 4, as of April 30, 2010, the Company owed $27,301 (July 31, 2009 - $27,301) to an individual who is a former Director, officer, and stockholder of the Company.

As described in Note 5, as of April 30, 2010, a loan for working capital purposes from an officer and stockholder of the Company amounted to $106,000. The loan is unsecured, non-interest bearing, and has no specific terms of repayment.

On September 29, 2009, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Johannes Petersen, whereby Mr. Petersen will serve as a Director and Chief Financial Officer of the Company. Pursuant to the terms of the Consulting Agreement, the Company will pay Mr. Petersen $5,000 per month, and grant to him 1,000,000 restricted shares of the Company’s common stock as compensation for providing services as a Director. On October 14, 2009, the Company’s Chief Executive Officer, Mr. Wayne Gruden, issued a private warrant to Mr. Johannes Petersen, providing him the right to acquire 1,000,000 shares of the Company’s common stock (the “Warrant Shares”) currently held by Mr. Gruden, for a three-year period. Such warrant is being provided to Mr. Petersen in connection with his Consulting Agreement described above. Simultaneously with issuing Mr. Petersen the warrant, on October 15, 2009, Mr. Gruden also agreed to return for cancellation 19,000,000 shares of the Company’s common stock currently held under his name. The cancellation of the 19,000,000 shares of common stock was effected subsequent to October 31, 2009.

On November 3, 2009, the Company entered into a Consulting Agreement (the “Consulting Agreement #2”) with Mr. Wayne Gruden, whereby Mr. Gruden serves as a Director and President of the Company. Pursuant to the terms of the Consulting Agreement #2, the Company will pay Mr. Gruden $40,000 for Director Services from August 1, 2009 to November 30, 2009. Starting on December 1, 2009, the Company will pay $5,000 per month to Mr. Gruden.

(10) Commitments and Contingencies

During 2009 and 2008, the Company had an operating lease commitment for office space with an unrelated party. The monthly lease rate was $214 plus miscellaneous fees. For the years ended July 31, 2009, and 2008, the Company recorded rent expense of $2,200, and $2,449, respectively. The Company terminated the operating lease commitment as part of the change in its business plan.

On October 1, 2009, the Company entered into an operating lease agreement for office space with an unrelated party. The quarterly lease rate is $319. Rent expense for the nine months ended April 30, 2010, was $957.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

(11) Contracts and Agreements (Martin and Johannes, please read carefully of these section and disclose as of 04/30/2010, the payments fulfilled status)

Mineral Property Option Agreement

On April 30, 2009, the Company entered into a property option agreement (the "Option Agreement") with Yale Resources Ltd., a Canadian public company (“Yale”). Yale holds a 100 percent interest in ten (10) mining concessions covering approximately 28,830 hectares in southwest Chihuahua State, Mexico. Yale also holds options to acquire an additional six (6) mining concessions covering approximately 276 hectares in the same area (the total of the mining concessions known as the “Property”).

Pursuant to the terms of the Option Agreement, American Sierra was granted two (2) exclusive and separate rights and options (the “First Option” and the “Second Option”) to acquire undivided legal and beneficial interests of up to 100 percent in the Property free and clear of all liens, charges, and claims of others.

In order to exercise the First Option, which gives the Company an undivided 90 percent interest in the Property, the Company is required to (a) make the following payments to Yale: an initial payment of $300,000 (already paid by the Company); $250,000 on or before April 30, 2011; $250,000 on or before April 30, 2012; $250,000 on or before April 30, 2013; (b) fund the following expenditures: $50,000 prior to April 30, 2010; an additional $500,000 prior to April 30, 2011; an additional $800,000 prior to April 30, 2012; an additional $1,000,000 prior to April 30, 2013; and (c) make the following additional payments: $50,000 upon successful completion of a National Instrument 43-101 compliant technical report; $50,000 upon the commencement of a drilling program on the Property on or prior to August 1, 2009, (payable in stock at the election of the optionor set at the price of the first financing of the Company); $50,000 upon successful completion of the first year’s drilling work program (payable in stock at the election of the optionor set at the price of the first financing of the Company); $70,000 on or before April 30, 2011, (payable in stock at the election of the optionor set at the price of the first financing of the Company); $70,000 on or before April 30, 2012, (payable in stock at the election of the optionor set at the price of the first financing of the Company); and $70,000 on or before April 30, 2013, (payable in stock at the election of the optionor set at the price of the first financing of the Company).

Provided the Company exercises the First Option to acquire the 90 percent undivided interest in the Property, the Company may then exercise the Second Option by (a) issuing to Yale an additional 500,000 shares of common stock (post forward stock split); (b) completing sufficient drilling in order to calculate a resource estimate on or before the seventh anniversary of the effective date of the Option Agreement; and (c) paying to Yale $0.75 for every equivalent ounce of silver identified from the resource estimate prepared for the Property.

Share Issuance Agreement

On October 12, 2009, the Company entered into a Share Issuance Agreement (the “Share Agreement”) with Tobermory Holding Ltd., a corporation organized under the laws of Nevis (“Tobermory”), whereby the Company has provided a subscription arrangement to Tobermory to advance funds and purchase up to $6,000,000 of units of the Company’s securities, with an option to purchase up to an additional $6,000,000 of units, until December 31, 2011. The completion date of December 31, 2011, may be extended for an additional 12 months at the discretion of either the Company or Tobermory.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

Under the Share Agreement, each unit consists of one share of common stock of the Company, and a warrant (the “Purchase Warrant”) to purchase an additional share of common stock of the Company. The price of each unit is equal to 75 percent of the weighted average closing price of common stock of the Company, as quoted by NASDAQ, or other source agreed to by the parties, for the preceding ten days prior to each subscription advance to purchase units. The purchase price under each Purchase Warrant to acquire one additional share of common stock shall be 175 percent of the unit price at which the unit containing the Purchase Warrant being exercised was issued.

The Company shall use the proceeds under the Share Agreement for operating expenses, acquisitions, working capital, and general corporate activities.

Joint Venture Agreement

On October 19, 2009, the Company entered into a Joint Venture Agreement (the “JV Agreement”) with Trinity Alps Resources, Inc. (“Trinity Alps”), whereby the Company will contribute up to a total of $2,000,000 over a period of two years in order to obtain a 75 percent ownership interest in the entities owning and operating certain mineral claims and property for the production of gold covering approximately 950 acres in Northern California. The Company paid to Trinity Alps the aggregate sum of $125,000, in part, as a signing fee and, in part, for the exclusivity period to negotiate a definitive agreement pursuant to the parties’ non-binding letter of intent, which funds will go toward the ultimate $2,000,000 to be contributed by the Company to obtain its 75 percent interest. Under the terms of the Venture Agreement, the Company will contribute an additional $150,000 at closing and $150,000 within three months of closing (collectively, the “First Semester Payment”), as well as $300,000 within six months of closing (the “Second Semester Payment”). Both the First Semester Payment and Second Semester Payment shall be included in the aggregate sum of $2,000,000 to be contributed by the Company no later than two years from closing, to obtain its 75 percent interest.

In furtherance of the JV Agreement, the parties intend to form two entities to hold and operate the mineral claims, respectively. The Company shall receive an immediate 7 percent ownership stake in each of such entities in exchange for its initial contributions, and thereafter, will incrementally increase its ownership interest by 1 percent for each additional $40,000 contributed. Once such increases reach 40 percent, the Company shall be capped at a 40 percent ownership interest level in each entity until the full $2,000,000 is contributed and earmarked for expenditure with respect to the properties, at which point, the Company’s ownership interest shall automatically increase to 75 percent in each entity.

Further, and as an additional inducement for Trinity Alps to enter into the Transaction, the Company shall, at closing, issue to Trinity Alps 2,000,000 shares of the Company’s common stock and warrants to purchase an additional 2,000,000 shares of common stock Such shares and warrants will be held in trust, and issued in increments of 500,000 shares and warrants, respectively, at certain intervals following the closing.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

Additionally, in accordance with the terms of the JV Agreement, the Company will grant Trinity Alps the right to designate such number of individuals to the Company’s Board of Directors as to constitute one-third of the full membership of the Board during the term of the Venture Agreement. After the completion of the term of the Venture Agreement, the number of individuals designated by Trinity Alps as members of the Board of Directors of the Company may be reduced from one-third to one-fifth of the full membership of the Board.

On December 8, 2009, the Company closed the JV Agreement with Trinity Alps. At closing, the Company (1) contributed $150,000 to an escrow account for the benefit of Trinity Alps, and (2) issued 2,000,000 shares of the Company’s common stock and warrants to purchase an additional 2,000,000 shares of the common stock to Trinity Alps.

This transaction has been accounted for using the equity method of accounting as the Company is been deemed to have significant influence over the operations of the Joint Venture. All equity contributions will be offset by losses suffered by the Joint Venture.

(12) Recent Accounting Pronouncements

On May 22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”. SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

Determines whether a combination is a merger or an acquisition.

Applies the carryover method in accounting for a merger.

Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.

Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.

SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company did not expect the adoption of this pronouncement to have a material impact on its financial statements.

On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent Events”. SFAS No. 165 (FASB ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, Statement 165 (FASB ASC 855) provides:

The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.

The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.

The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the financial statements of the company.

In June 2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140”. SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R)". SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162". SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”). The Codification did not change GAAP but reorganizes the literature.

SFAS No. 168 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009. The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

(13) Subsequent Events

On May 26, 2010, the Company closed a private placement where it issued 800,000 units at $0.25 per unit for total proceeds of $200,000. Each unit consists of one common share and one share purchase warrant allowing the holder to purchase one share of common stock at a price of $0.44 per share over a 2 year period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Except for historical information, the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) discussions about mineral resources and mineralized material, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock. As used in this quarterly report, the terms “we,” “us,” and “our” mean American Sierra Gold Corp., unless otherwise indicated.

Overview

We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007. At the time of our incorporation, we were incorporated under the name “C.E. Entertainment, Inc.,” and our original business plan was to engage in the sales and marketing of Ukrainian classical music. On May 19, 2009, we changed our name to American Sierra Gold Corp. by way of a merger with our wholly owned subsidiary, American Sierra Gold Corp., that was formed solely for the purpose of changing our name. In addition to the name change, we changed our intended business purpose to that of precious metal mineral exploration, development and production. Further, effective May 19, 2009, we effected a 40 for 1 forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 50,000,000 shares of common stock, $0.001 par value per share, to 2,000,000,000 shares of common stock, $0.001 par value per share. Unless specifically stated otherwise, all share amounts referenced herein will refer to post-forward stock split share amounts.

Our primary business focus is to acquire, explore and develop gold properties in North America. Currently, we are developing two projects. The first is the Urique Project in Sierra Madre, Mexico, located on a 71,334-acre property on the Sierra Madre gold belt, which has a significant history of gold and silver discovery and production. We currently have an exclusive option to acquire an initial 90% interest in 11 concessions in the Urique Project.

The second project is the Discovery Day Gold Project. On October 19, 2009, we entered into a final joint venture agreement with Trinity Alps Resources, Inc. to acquire a 75% stake in the high-grade Discovery Day Gold Project by investing $2 million in the property over a period of 2 years. In addition, we agreed to issue 2 million shares and 2 million 5-year warrants of our stock to Trinity Alps Resources, Inc. over the same period. The Discovery Day Gold Project covers over 950 acres and controls the entire Knownothing Mining District in northern California. This mining district includes four principal mines - the Gilta, Discovery Day, Hansen, and Knownothing along with several other smaller mines and prospects.

We are an exploration stage company with limited operations and no revenues from our business activities.

The following is a discussion and analysis of our plan of operation for the quarter ended April 30, 2010, and the factors that could affect our future financial condition and plan of operation.

Going Concern Consideration

Our registered independent auditors included an explanatory paragraph in their report on our financial statements as of and for the periods ended July 31, 2009, and July 31, 2008, regarding concerns about our ability to continue as a going concern.

Due to this doubt about our ability to continue as a going concern, management is open to new business opportunities, which may prove more profitable to our shareholders. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our acquisition and exploration efforts, our business may fail and our stockholders may lose some or all of their investment.

Results of Operations

Three-months ended April 30, 2010 compared to the three-months ended April 30, 2009

We had a net loss of $85,139 for the quarter ended April 30, 2010, which was $73,881 greater than the net loss of $11,258 for the quarter ended April 30, 2009. The significant change in our results over the two periods is primarily the result of increases in audit fees, consulting expenses, investor relations, insurance, filing fees, interest expenses, interest expenses and an investment income loss. These increases were partially offset by decreases in amortization expenses, legal fees and office rent.

The following table summarizes key items of comparison and their related increase (decrease) for the quarters ended April 30, 2010, and 2009:

	Three-Months Ended
	April 30,						Increase
	2010			2009			(Decrease)

Revenues	$	0		$	0		$	0

Expenses:

Exploration Costs	$	0		$	0		$	0
General and Administrative -
Legal Fees		2,723			7,516			(4,793	)
Audit Fees		9,850			1,500			8,350
Transfer Agent Fees		300			300			0
Consulting Fees		25,000			750			24,250
Filing Fees		3,777			80			3,697
Insurance		5,083			0			5,083
Investor Relations		19,450			0			19,450
Office Rent and Miscellaneous		536			667			(131	)
Amortization		0			425			(425	)
Bank Fees		400			20			380
Total G & A Expenses	$	67,119		$	11,258		$	55,861

(Loss) from Operations		(67,119	)		(11,258	)		55,861

Investment Income (loss)		(15,495	)		0			(15,495	)
Interest (Expense)		(2,525	)		0			2,525

Net (Loss)	$	(85,139	)	$	(11,258	)	$	73,881

Liquidity And Capital Resources

Our balance sheet as of April 30, 2010, reflects total assets of $4,116,601. We had cash in the amount of $24,663 and a working capital deficit in the amount of $304,033 as of April 30, 2010. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

	At April 30, 2010			At July 31, 2009

Current assets	$	43,999		$	27,520
Current liabilities		348,032			310,754
Working capital	$	(304,033	)	$	(283,234	)

We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party.

	Nine-Months Ended
	April 30,
	2010			2009

Net Cash (Used in) Operating Activities	$	(364,290	)	$	(22,136	)
Net Cash Provided by (Used in) Investing Activities		(548,598	)		(300,000	)
Net Cash Provided by Financing Activities		910,031			368,142
Net Increase (Decrease) in Cash	$	(2,857	)	$	(46,006	)

Operating Activities

Net cash flow used in operating activities during the nine-months ended April 30, 2010 was $364,290 – an increase of $342,154 from the $22,136 net cash outflow during the nine-months ended April 30, 2009.

Investing Activities

The primary driver of cash used in investing activities was capital spending in the acquisition and development of mineral properties, namely the Urique Property and the Discovery Day Property.

Cash used in investing activities during the nine-months ended April 30, 2010 was $548,598, which was an increase of $248,598 from the $300,000 of cash used in investing activities during the nine-months ended April 30, 2009. This increase in the cash used in investing activities was primarily due to the acquisition of the Discovery Day Property and the Urique Property.

Financing Activities

Financing activities during the nine-months ended April 30, 2010, provided $910,031 to us, an increase of $541,889 from the $368,142 provided by financing activities during the nine-months ended April 30, 2009.

On October 12, 2009, we entered into a Share Issuance Agreement with Tobermory Holding Ltd. (“Tobermory”) wherein Tobermory has agreed to advance up to $6,000,000 to our Company until December 31, 2011. While we have arranged for advances of up to $6,000,000 from Tobermory, and while we have received advances for $1,000,000 from the date of the share issuance agreement to March 15, 2010, there can be no assurances that we will receive any further funds from Tobermory.

Recent Accounting Pronouncements

For recent accounting pronouncements, please refer to the notes to the financial statements section of this Quarterly Report.

Mineral Properties

A. Urique Property

On April 20, 2009, we entered into a property option agreement with Yale Resources Ltd. (“Yale”), in which we were granted two exclusive options to acquire undivided legal and beneficial interests of up to 100% of eleven mining concessions in Sierra Madre, Mexico (the Urique Project). To exercise the first option, we must do the following:

(a)	Make the following payments to Yale:
	1.	An initial payment of $300,000 (previously paid);
	2.	$250,000 on or before April 30, 2011; and
	3.	$250,000 on or before April 30, 2012.

(b)	Fund the following expenditures:
	1.	$50,000 prior to April 30, 2010 (previously paid);
	2.	$500,000 prior to April 30, 2011;
	3.	$800,000 prior to April 30, 2012; and
	4.	$1,000,000 prior to April 30, 2013.

(c)	Make the following additional payments:
	1.	$50,000 upon successful completion of a National Instrument 43-101 compliant technical report (previously paid);
	2.	$50,000 upon the commencement of a drilling program on the property on or prior to August 1, 2009 (as previously mutually agreed, not required to be paid);
	3.	$50,000 upon successful completion of the first year’s work program (previously paid via the issuance of common stock as mutually agreed);
	4.	$70,000 on or before April 30, 2011;
	5.	$70,000 on or before April 30, 2012; and
	6.	$70,000 on or before April 30, 2013.

Provided we exercise the first option, we can exercise the second option by doing the following:

(a)	Issuing to Yale an additional 500,000 shares of common stock;
(b)	Completing sufficient drilling in order to calculate a resource estimate on or before the seventh anniversary of the effective date of the property option agreement; and
(c)	Paying to Yale $0.75 for every equivalent ounce of silver identified from the resource estimate prepared for the property.

The Urique property consists of 71,334 acres on the Sierra Madre gold belt, which has a significant history of gold and silver discovery and production. Exploration operations on the property are ongoing as of the date of this report and consist mainly of sampling, surveying and mapping. Operations are being carried out by Yale.

B. Discovery Day Property

On October 19, 2009, we entered into a Joint Venture Agreement with Trinity Alps Resources, Inc. (“Trinity Alps”), whereby the Company has the ability to contribute up to a total of $2,000,000 over a period of two years in order to obtain a 75% ownership interest in the entities owning and operating the mining claims and property known as the Discovery Day Gold Project, which covers over 950 acres and controls the entire Knownothing Mining District in Northern California. The transaction closed on December 8, 2009.

The Discovery Day Property covers over 950 acres and controls the entire Knownothing Mining District. The property is located approximately eight miles south of Forks of Salmon, Siskiyou County, Northern California. This mining district includes four principal mines - the Gilta, Discovery Day, Hansen, and Knownothing along with several other smaller mines and prospects. Exploration operations on the property are ongoing and consist of sampling, surveying and mapping. Operations are being carried out by Gold Run Enterprises, LLC.

Purchase Or Sale Of Equipment

We do not expect to purchase or sell any plant or significant equipment.

Revenues

We had no revenues for the quarter ended April 30, 2010.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, 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) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period covered by this quarterly report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

Item 1A. Risk Factors

Not Applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved).

Item 5. Other Information

On May 28, 2010, there was an incident at the Company’s Discovery Day mining project, which resulted in the death of a mine worker. The Mine Safety and Health Administration (MSHA) was immediately notified and as of the date of the filing of this Report, was conducting an investigation as to the cause of the incident. All underground mining activities at the property have been suspended pending completion of the investigation and the Company is in the process of initiating its own investigation of the incident.

Item 6. Exhibits

Exhibit No.		Description
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
3.3		Articles of Merger (2)
3.4		Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209 (2)
31.1		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32		Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*	Filed herewith

(1)	Incorporated by reference from Form SB-2 filed with the SEC on November 7, 2007.
(2)	Incorporated by reference from Form 8-K filed with the SEC on May 27, 2009.

SIGNATURES

Pursuant to the requirements of Section 13 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.

	AMERICAN SIERRA GOLD CORP.

Date: June 14, 2010	By:	/s/ Wayne Gruden
	Name: Wayne Gruden
	Title: Chief Executive Officer
	(Principal Executive Officer)

Date: June 14, 2010	By:	/s/ Johannes Petersen
	Name: Johannes Petersen
	Title: Chief Financial Officer
	(Principal Accounting and Financial Officer)

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American Sierra Gold (AMNP) Inactive 10-Q2010 Q3 Quarterly report

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