American Sierra Gold (AMNP) 10-Q 2011 Q1 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 October 31, 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	(I.R.S. Employer Identification
Of Incorporation or Organization)	Number)
601 Union St Ste 4500 Seattle, WA	98101
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (206) 838-9735

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 x   

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 December 20, 2010, there were 68,201,843 shares of the registrant’s $0.001 par value common stock issued and outstanding.

1

AMERICA SIERRA GOLD CORP.

FORM 10-Q INDEX

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22
Item 4T.	Controls and Procedures		22
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		23
Item 1A.	Risk Factors		23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3.	Defaults Upon Senior Securities		23
Item 4.	Submission of Matters to a Vote of Security Holders		23
Item 5.	Other Information		23
Item 6.	Exhibits		23
Signature Page			25

2

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

JANUARY 31, 2009, AND 2008

(Unaudited)

PART I – FINANCIAL INFORMATION

Item 1.            Financial Statements

AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (NOTE 2)
(Unaudited)
ASSETS
			October 31			July 31,
			2010			2010
Current Assets:
	Cash		$	84,959		$	15,326
	Prepaid expenses			30,963			29,829
		Total current assets	$	115,922			45,155
Non-current Assets:
Property and Equipment:
	Mineral properties			-			-
	Investment in Joint Venture			-			-
	Website software			10,573			10,573
		Total property and equipment		10,573			10,573
Total Assets			$	126,495		$	55,728
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
	Accounts payable - Trade		$	5,768		$	9,764
	Accrued liabilities			30,585			34,701
	Due to related party - Former officer and shareholder			138,300			195,801
	Loan payable			340,000			120,000
		Total current liabilities		514,653			360,266
		Total liabilities		514,653			360,266
Commitments and Contingencies
Stockholders' (Deficit):
	Common stock, par value $0.000025 per share,
		2,000,000,000 shares authorized;
		68,201,843 and 82,400,000 shares issued and outstanding
		as at January 31, 2010 and July 31, 2009, respectively		68,201			68,201
	Additional paid in capital			5,034,241			5,034,241
	Common stock subscriptions			50,000			50,000
	(Deficit) accumulated during the development stage			(5,540,600	)		(5,456,980	)
		Total stockholders' (deficit)		(388,158	)		(304,538	)
Total Liabilities and Stockholders' (Deficit)			$	126,495		$	55,728

3

STATEMENTS OF OPERATIONS (NOTE 2) (RESTATED)
FOR THE THREE MONTHS ENDED OCTOBER 31, 2010 AND 2009
AND CUMULATIVE FROM INCEPTION (JANUARY 30, 2007)
THROUGH OCTOBER 31, 2010
(Unaudited)
	Three Months Ended
	October 31						Cumulative
	2010			2009			From Inception
Revenues	$	-		$	-		$	-
Expenses:
General and administrative -
Legal fees		55,110			77,606			261,794
Accounting fees		3,299			3,951			53,563
Transfer agent fees		495			-			17,988
Consulting fees		18,338			35,000			155,838
Exploration costs		-			4,880			4,880
Filing fees		-			500			8,743
Internet web hosting and research		-			-			3,900
Interest		1,134			4,224			18,958
Insurance		3,645			-			22,033
Investor relations		-			31,244			88,413
Office rent and miscellaneous		1,454			8,531			24,228
Amortization		-			-			2,833
Organization costs		-			-			1,000
Bank fees and interest		145			149			1,622
Total general and administrative expenses		83,620			166,085			665,793
(Loss) from Operations		(83,620	)		(166,085	)		(665,793	)
Write off of mineral properties								(4,851,271	)
Write off of website		-			-			(2,267	)
Investment income		-			-			(21,269	)
Provision for income taxes		-			-			-
Net (Loss)	$	(83,620	)	$	(166,085	)	$	(5,540,600	)
(Loss) per common share	$	-		$	-
Net (Loss)		82,400,000			82,550,543

4

AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (NOTE 2) (RESTATED)
FOR THE THREE MONTHS ENDED OCTOBR 31, 2010
AND CUMULATIVE FROM INCEPTION (JANUARY 30, 2007)
THROUGH OCTOBER 31, 2010
(Unaudited)
							Cumulative
							From
	October 31, 2010			October 31, 2009			Inception
Operating Activities:
Net (loss)	$	(83,620	)	$	(166,085	)	$	(5,540,600	)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Amortization		-			-			2,833
Writeoff of website		-			-			2,267
Loss in Joint Venture		-			-			21,269
Writeoff of mineral property		-			-			4,851,271
Changes in assets and liabiliites-
Prepaid expenses		(1,134	)		(9,444	)		(30,963	)
Accounts payable - Trade		(3,996	)		100,572			5,768
Accrued liabilities		(4,116	)		4,568			30,585
Net Cash (Used in) Operating Activities		(92,866	)		(70,389	)		(657,570	)
Investing Activities:
Website software development costs		-			-			(15,673	)
Mineral property - acquisition and development		-			(123,598	)		(1,058,598	)
Net Cash (Used in) Investing Activities		-			(123,598	)		(1,074,271	)
Financing Activities:
Issuance of common stock for cash		-			100,000			1,288,500
Subscriptions received		-			350,031			50,000
Due to related party - Former officer and shareholder		(57,501	)		-			138,300
Loan Payable		220,000			(25,000	)		340,000
Net Cash Provided by Financing Activities		162,499			425,031			1,816,800
Net Increase (Decrease) in Cash		69,633			231,044			84,959
Cash - Beginning of Period		15,326			27,500			-
Cash - End of Period	$	84,959		$	258,544		$	84,959
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

5

C.E. ENTERTAINMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 2)
FOR THE PERIOD FROM INCEPTION (JANUARY 30, 2007)
THROUGH JULY 31, 2009
															(Deficit)
							Additional			Additional					Accumulated
							Paid			Paid					During the
	Common stock						in			in		Subsciptions			Development
Description	Shares			Amount			Capital			Capital - Warrants		Received			Stage			Totals
Balance - January 30, 2007		-		$	-		$	-		$	-	$	-		$	-		$	-
Common stock issued to Directors for cash		52,000,000			52,000			(39,000	)		-		-			-			13,000
Common stock issued for cash		30,400,000			30,400			7,600			-		-			-			38,000
Net (loss) for the period		-			-			-			-		-			(16,176	)		(16,176	)
Balance - July 31, 2007		82,400,000			82,400			(31,400	)		-		-			(16,176	)		34,824
Net (loss) for the period		-			-			-			-		-			(51,974	)		(51,974	)
Balance - July 31, 2008		82,400,000			82,400			(31,400	)		-		-			(68,150	)		(17,150	)
Subscriptions received for stock not issued		-			-			-			-		137,469			-			137,469
Net (loss) for the period		-			-			-			-		-			(42,980	)		(42,980	)
Balance - July 31, 2009		82,400,000			82,400			- 31,400			-		137,469			- 111,130			77,339
Stock cancelled		(19,000,000	)		(19,000	)		19,000			-		-			-			-
Private placement - September 1, 2009 at $0.75 per share		100,000			100			74,900			-		-			-			75,000
Private placement - September 1, 2009 at $0.75 per share		83,334			83			6,266			56,151		-			-			62,500
Private placement - October 21, 2009 at $0.40 per share		250,000			250			99,750			-		(87,469	)		-			12,531
Private placement - November 20, 2009 at $0.86 per share		348,837			348			32,358			267,294		-			-			300,000
Private placement - December 11, 2009 at $0.61 per share		819,672			820			51,891			447,289		-			-			500,000
Stock issued for mineral property		2,000,000			2,000			1,658,000			618,314		-			-			2,278,314
Stock issued for mineral property		300,000			300			248,700			-		-			-			249,000
Stock issued for mineral property		100,000			100			49,900			-		-			-			50,000
Private placement -		800,000			800			92,704			106,496		-			-			200,000
Fair value of warrants on mineral properties		-			-			-			1,236,628		-			-			1,236,628
Net (loss) for the period		-			-			-			-		-			(5,345,850	)		(5,345,850	)
Balance - July 31, 2010		68,201,843			68,201			2,302,069			2,732,172		50,000			(5,456,980	)		(304,538	)
Net (loss) for the period		-			-			-			-		-			(83,620	)		(83,620	)
Balance - October 31, 2010		68,201,843		$	68,201		$	2,302,069		$	2,732,172	$	50,000		$	(5,540,600	)	$	(388,158	)

6

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

(1)           Summary of Significant Accounting Policies

    General Organization and Business

American Sierra Gold Corp. (“American Sierra” or the “Company”) 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 Stateme nt 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.

    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.

7

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

    Internal Website Development Costs

Under FASB ASC350-50, 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 October 31, 2010, and 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 o n 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 m ineral 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.

During the year, the Company abandoned all it’s mineral property interests as they were no longer economically viable in the opinion of management.

8

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(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 periods ended October 31, 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 October 31, 2010, and 2009, the carrying value of the Company's financial instruments approximated fair value due to the short-term nature and maturity of these instruments.

9

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

   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.

    Deferred Acquisition 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.

    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 October 31, 2010, and 2009, and expenses for the periods ended October  31, 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.

10

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

During the period from January 30, 2007, through October 31, 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 Sierr a 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.  The company will pursue additional mineral property interests on an ongoing basis.

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 o f 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.

11

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

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.

On September 10, 2010, Mr. Johannes Petersen resigned as a Director and Chief Financial officer of the Company. Mr. Wayne Gruden will serve as interim Chief Financial Officer of the Company until a successor is duly appointed.

On October 20, 2010, Mr. James Vandeberg was appointed as a sole officer of the Company.  Additionally, Mr. Wayne Gruden resigned as Director and sole officer of the Company.

(4)           Loan from Former Director and Stockholder

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

As of October 31, 2010, the Company owed to the former officers amounted to $111,000 (July 31, 2010 - $nil).  The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of repayment.

 (5)           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.  The loan term has not been extended and is due on demand.

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.  The loan term has not been extended and is now due on demand.

12

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

On September 30, 2010, the  Company received a loan in the amount of $110,000.  The terms of this loan are in negotiations and thus there are no specific terms of repayment.

On October 12, 2010, the  Company received a loan in the amount of $110,000.  The terms of this loan are in negotiations and thus there are no specific terms of repayment.

(6)           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.

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.

13

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

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.

On March 22, 2010, the Company issued 100,000 in connection with the Trinity Alps Joint Venture.

On May 26, 2010, the Company closed a private placement whereby they issued 800,000 units for $200,000 dollars.  Each unit consists of one common share and one share purchase warrant.

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AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

Warrants

As of October 31, 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
May 25, 2010		800,000	$	0.44	May 26, 2015

 (7)           Income Taxes

The provision (benefit) for income taxes for the periods ended October 31, 2010, and 2009, were as follows (assuming a 15 percent effective tax rate):

				Three Months Ended
				October 31, 2010
				2010			2009
Current Tax Provision
	Federal-
		Taxable income		$	-		$	-
			Total Current tax provision	$	-		$	-
Deferred Tax Provision
	Federal-
		Loss carryforwards		$	12,543			24,913
		Change in valuation allowance		$	(12,543	)		(24,913	)
			Total deferred tax provision	$	-		$	-

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

	October 31, 2010			July 31, 2010
Loss carryforward	$	831,089		$	818,547
Less - Valuation allowance		(831,089	)		(818,547	)
Total net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for the years ended October 31, 2010 and July 31, 2010, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of October 31, 2010, and 2009, the Company had approximately $5,540,600, and $5,456,980, 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.

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AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

(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.

As described in Note 4, as of October 31, 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 4, as of October 31, 2010, the Company owed to the former officers amounted to $62,500.  The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of repayment.

As described in Note 5, as of October 31, 2010, a loan for working capital purposes from an officer and stockholder of the Company amounted to $111,000.  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. Gru den, 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. As of October 31, 2010, the Company owed Mr. Johannes Petersen $5,000 for his consulting services.

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. As of October 31, 2010, the Company owed Mr. Wayne Gruden $45,000 for his consulting services.

16

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

(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.

(11)           Contracts and Agreements

   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.

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.

17

AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

 (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:

a.   Determines whether a combination is a merger or an acquisition.

b.   Applies the carryover method in accounting for a merger.

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

d.   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 does not expect the adoption of this pronouncement to have 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:

1.   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.

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

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

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AMERICAN SIERRA GOLD CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Unaudited)

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial

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 requirem ents for derecognizing financial assets, and requires additional disclosures.

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 econ omic 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 management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

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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,” “wil l,” “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., which 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 st ock.  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 one project.   The Company has recently acquired six mineral claims in the Adams Ridge area of British Columbia (the “Adams Ridge Project”).

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, 2010, and July 31, 2009, 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.

20

Results of Operations

Three-months ended October 31, 2010 compared to the three-months ended October 31, 2009

We had a net loss of $83,620 for the quarter ended October 31, 2010, which was $82,465 greater than the net loss of $166,085 for the quarter ended October 31, 2009.  The significant change in our results over the two periods is primarily the result of decreases in overall expenditures as a result of the Company abandoning its mineral claims in the previous fiscal period and thus a reduction in activity.

Liquidity And Capital Resources

Our balance sheet as of October 31, 2010, reflects assets of $115,922.  We had cash in the amount of $84,959 and a working capital deficit in the amount of $398,731 as of October 31, 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 October 31, 2010			At July 31, 2010
Current assets	$	115,922		$	45,155
Current liabilities		514,653			360,266
Working capital	$	(398,731	)	$	(315,111	)

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.

	Three-Months Ended
	October 31,
	2010			2009
Net Cash Provided by (Used in) Operating Activities	$	(92,866	)	$	(70,389	)
Net Cash Provided by (Used in) Investing Activities		-			(125,598	)
Net Cash Provided by Financing Activities		162,499			425,031
Net Increase in Cash	$	69,633		$	231,044

Operating Activities

Net cash flow used in operating activities during the three-months ended October 31, 2010 was $92,866 – an increase of $22,477 from the $70,389 net cash outflow during the three-months ended October 31, 2009.

Investing Activities

Cash used in investing activities during the three-months ended October 31, 2010 was $nil, which was an decrease of $125,598 from the $125,598 of cash used in investing activities during the three-months ended October 31, 2009.  This decrease in the cash used in investing activities was primarily due to the acquisition of the Discovery Day Property and the Urique Property in 2009 with little investing in the current period.

21

Financing Activities

Financing activities during the three-months ended October 31, 2010, provided $162,499 to us, a decrease of $262,532 from the $425,031 provided by financing activities during the three-months ended October 31, 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 $800,000 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

We currently have a 100% interest in six mineral claims in the Adams Ridge area of British Columbia.

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 October 31, 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 communi cated 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.

22

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.             Submission Of Matters To A Vote Of Security Holders

 No matters have been submitted to a vote of security holders in the period covered by this Quarterly Report on Form 10-Q.

Item 5.             Other Information

 None.

Item 6.             Exhibits

PART IV

ITEM 15.  EXHIBITS

(a)(1)(2) Financial Statements: See index to consolidated financial statements and supporting schedules.

(a)(3) Exhibits.

23

EXHIBIT INDEX

Exhibit No.	Description	Location
3.1	Articles of Incorporation	Incorporated by reference from Form SB-2 filed with the SEC on November 7, 2007.
3.2	Bylaws	Incorporated by reference from Form SB-2 filed with the SEC on November 7, 2007.
3.3	Articles of Merger	Incorporated by reference from Form SB-2 filed with the SEC on November 7, 2007.
3.4	Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209	Incorporated by reference from Form 8-K filed with the SEC on May 25, 2009.
10.1	Property Option Agreement between the Company and Yale Resources Ltd.	Incorporated by reference from Form 8-K filed with the SEC on May 5, 2009.
10.1	Form of Subscription Agreement	Incorporated by reference from Form 8-K filed with the SEC on September 9, 2009.
10.2	Consulting Agreement with Johannes Petersen	Incorporated by reference from Form 8-K filed with the SEC on October 5, 2009.
10.3	Share Issuance Agreement	Incorporated by reference from Form 8-K filed with the SEC on October 13, 2009.
10.4	Joint Venture Agreement between the Company and Trinity Alps Resources, Inc.	Incorporated by reference from Form 10-Q filed with the SEC on December 18, 2009.
10.5	Amendment No. 1 to Joint Venture Agreement	Incorporated by reference from Form 10-Q filed with the SEC on March 22, 2009.
10.6	Form of Warrant	Incorporated by reference from Form 10-Q filed with the SEC on March 22, 2009.
10.7	Operating Agreement – Gold Run Enterprises, LLC	Incorporated by reference from Form 10-Q filed with the SEC on March 22, 2009.
10.8	Operating Agreement – Bowerman Holdings, LLC	Incorporated by reference from Form 10-Q filed with the SEC on March 22, 2009.
10.9	Form of Subscription Agreement with Tobermory Holding Ltd	Incorporated by reference from Form 10-Q filed with the SEC on March 22, 2009.
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32	Certification of Chief Executive and Chief Financial Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereto duly authorized.

	AMERICAN SIERRA GOLD CORP.
Date: December 20, 2010		By:	/s/ James Vandeberg
		Name: James Vandeberg
		Title: Sole Officer
		(Principal Executive Officer)
Date: December 20, 2010		By:	/s/ James Vandeberg
		Name: James Vandeberg
		Title: Sole Officer
		(Principal Accounting and Financial Officer)

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

SIGNATURE	TITLE	DATE
/s/ James Vandeberg		December 20, 2010
James Vandeberg	Sole Officer and Director

25