UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended April 30, 2009
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
AMERICAN SIERRA GOLD CORP.
(Exact name of registrant as specified in charter)
NEVADA 333-147199 98-0528416
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
601 UNION STREET TWO UNION SQUARE
42ND FLOOR
SEATTLE WA 98101
(Address of principal executive offices)
(206) 652-3382
(Registrant's Telephone Number, including Area Code)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirement for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of June 14, 2009, 82,400,000 shares of the issuer's common stock, $0.001 par
value, were outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Item 2. Management's Discussion and Analysis or Plan of Operation 19
Item 3. Quantitative and Qualitative Disclosures about Market Risk 23
Item 4. Controls and Procedures 23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 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 24
Item 6. Exhibits 24
2
PART I - FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
Interim Financial Statements-
Balance Sheets as of April 30, 2009, and July 31, 2008................... 4
Statements of Operations for the Three and Nine Months Ended
April 30, 2009, and 2008, and Cumulative from Inception................ 5
Statements of Cash Flows for the Nine Months Ended
April 30, 2009, and 2008, and Cumulative from Inception............... 6
Notes to Interim Financial Statements April 30, 2009, and 2008........... 7
3
AMERICAN SIERRA GOLD CORP.
FORMERLY C.E. ENTERTAINMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (NOTE 2)
AS OF APRIL 30, 2009, AND JULY 31, 2008
(Unaudited)
April 30, July 31,
2009 2008
--------- ---------
CURRENT ASSETS:
Cash $ 50,966 $ 4,960
Prepaid expenses 134 301
--------- ---------
Total current assets 51,100 5,261
--------- ---------
PROPERTY AND EQUIPMENT:
Mineral properties 300,000 --
Website software 5,100 5,100
--------- ---------
Total property and equipment 305,100 5,100
--------- ---------
Less - Accumulated amortization (2,833) (1,558)
--------- ---------
Net property and equipment 302,267 3,542
--------- ---------
TOTAL ASSETS $ 353,367 $ 8,803
========= =========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable - Trade $ -- $ 7,328
Accrued liabilities 9,841 3,500
Due to related party - Former officer and shareholder 29,250 15,125
Due to related party - Officer and shareholder 204,017 --
Loan payable 150,000 --
--------- ---------
Total current liabilities 393,108 25,953
--------- ---------
Total liabilities 393,108 25,953
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' (DEFICIT):
Common stock, par value $0.001 per share,
2,000,000,000 shares authorized; 82,400,000 shares
issued and outstanding in 2009 and 2008, respectively 82,400 82,400
Discount on common stock (31,400) (31,400)
(Deficit) accumulated during the development stage (90,741) (68,150)
--------- ---------
Total stockholders' (deficit) (39,741) (17,150)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 353,367 $ 8,803
========= =========
The accompanying notes to financial statements
are an integral part of these balance sheets.
4
AMERICAN SIERRA GOLD CORP.
formerly C.E. ENTERTAINMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (NOTE 2) (RESTATED)
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2009, AND 2008,
AND CUMULATIVE FROM INCEPTION (JANUARY 30, 2007) THROUGH APRIL 30, 2009
(Unaudited)
Three Months Ended Nine Months Ended
April 30, April 30, Cumulative
-------------------------- -------------------------- From
2009 2008 2009 2008 Inception
----------- ----------- ----------- ----------- -----------
(Restated) (Restated)
REVENUES $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
EXPENSES:
General and administrative -
Legal fees 7,516 -- 11,291 10,000 34,629
Audit fees 1,500 2,000 5,000 4,750 16,500
Transfer agent fees 300 5,558 951 10,558 13,279
Consulting fees 750 -- 750 6,000 8,250
Filing fees 80 2,587 1,237 4,844 4,198
Internet web hosting and research -- -- -- 3,900 3,900
Office rent 667 525 2,067 1,575 5,257
Amortization 425 425 1,275 1,133 2,833
Organization costs -- -- -- -- 1,000
Bank fees 20 -- 20 110 895
----------- ----------- ----------- ----------- -----------
Total general and administrative expenses 11,258 11,095 22,591 42,870 90,741
----------- ----------- ----------- ----------- -----------
(LOSS) FROM OPERATIONS (11,258) (11,095) (22,591) (42,870) (90,741)
OTHER INCOME (EXPENSE) -- -- -- -- --
PROVISION FOR INCOME TAXES -- -- -- -- --
----------- ----------- ----------- ----------- -----------
NET (LOSS) $ (11,258) $ (11,095) $ (22,591) $ (42,870) $ (90,741)
=========== =========== =========== =========== ===========
(LOSS) PER COMMON SHARE:
(Loss) per common share - Basic and Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 82,400,000 82,400,000 82,400,000 82,400,000
=========== =========== =========== ===========
The accompanying notes to financial statements are
an integral part of these statements.
5
AMERICAN SIERRA GOLD CORP.
formerly C.E. ENTERTAINMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (NOTE 2) (RESTATED)
FOR THE NINE MONTHS ENDED APRIL 30, 2009, AND 2008,
AND CUMULATIVE FROM INCEPTION (JANUARY 30, 2007) THROUGH APRIL 30, 2009
(Unaudited)
Nine Months Ended
April 30, Cumulative
------------------------- From
2009 2008 Inception
--------- --------- ---------
(Restated)
OPERATING ACTIVITIES:
Net (loss) $ (22,591) $ (42,870) $ (90,741)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Amortization 1,275 1,133 2,833
Changes in assets and liabiliites-
Prepaid expenses 167 1,575 (134)
Accounts payable - Trade (7,328) -- --
Accured liabilities 6,341 (3,184) 9,841
--------- --------- ---------
NET CASH (USED IN) OPERATING ACTIVITIES (22,136) (43,346) (78,201)
--------- --------- ---------
INVESTING ACTIVITIES:
Website software development costs -- (5,100) (5,100)
Mineral property (300,000) -- (300,000)
--------- --------- ---------
NET CASH (USED IN) INVESTING ACTIVITIES (300,000) (5,100) (305,100)
--------- --------- ---------
FINANCING ACTIVITIES:
Issuance of common stock for cash -- -- 51,000
Due to related party - Former officer and shareholder 14,125 15,000 29,250
Due to Related party - Officer and shareholder 204,017 -- 204,017
Loan Payable 150,000 -- 150,000
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 368,142 15,000 434,267
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH 46,006 (33,446) 50,966
CASH - BEGINNING OF PERIOD 4,960 46,824 --
--------- --------- ---------
CASH - END OF PERIOD $ 50,966 $ 13,378 $ 50,966
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ -- $ -- $ --
========= ========= =========
Income taxes $ -- $ -- $ --
========= ========= =========
The accompanying notes to financial statements are
an integral part of these statements.
6
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL ORGANIZATION AND BUSINESS
American Sierra Gold Corp (formerly C.E. Entertainment, Inc) ("American Sierra"
or the "Company") is a Nevada corporation in the development 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 sales and marketing
of Ukrainian classical music. However the new intended business of the Company
is to enter into precious metals sector. 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 change of name. The accompanying financial
statements of American Sierra were prepared from the accounts of the Company
under the accrual basis of accounting.
In addition, 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 of
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 interim financial statements of American Sierra as of April 30, 2009, and
July 31, 2008, and for the three and nine months ended April 30, 2009, and 2008,
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, 2009, and July 31, 2008, and the results of
its operations and its cash flows for the three and nine months ended April 30,
2009, and 2008, and cumulative from inception. These results are not necessarily
indicative of the results expected for the fiscal year ending July 31, 2009. 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, 2008, filed with the SEC for additional information, including
significant accounting policies.
7
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
RESTATEMENT OF FISCAL 2008 FINANCIAL STATEMENTS
During fiscal 2009, the management of the Company determined that under Emerging
Issues Taskforce Statement 00-2, "ACCOUNTING FOR WEB SITE DEVELOPMENT COSTS,"
costs and expenses incurred in fiscal 2008 related to website development in the
amount of $5,100 were erroneously expensed during the nine months ended April
30, 2008. The accompanying Statements of Operations and Cash Flows for the nine
months ended April 30, 2008, have been restated to correct the error, which
resulted in the capitalization of $5,100 in website development costs, and the
recognition of $708 in amortization expense. The decrease in the net loss for
the nine months ended April 30, 2008, amounted to $4,392, which had a nominal
impact on loss per share - basic and diluted.
CASH AND CASH EQUIVALENTS
For purposes of reporting within the statement 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 development 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 WEB SITE DEVELOPMENT COSTS
Under Emerging Issues Taskforce Statement 00-2, "ACCOUNTING FOR WEB SITE
DEVELOPMENT COSTS" ("EITF 00-2"), costs and expenses incurred during the
planning and operating stages of the Company's web site are expensed as
incurred. Under EITF 00-2, costs incurred in the web site application and
infrastructure development stages are capitalized by the Company and amortized
to expense over the web site's estimated useful life or period of benefit. As of
April 30, 2009, the Company had capitalized $5,100 (July 31, 2008 - $5,100) and
recorded $2,833 (July 31, 2008 - $1,558) in accumulated amortization related to
its internal-use web site development.
COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE
Under Statement of Position 98-1, "ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE
DEVELOPED OR OBTAINED FOR INTERNAL USE" ("SOP 98-1"), the Company capitalizes
8
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
external direct costs of materials and services consumed in developing or
obtained internal-use computer software; payroll and payroll-related costs for
employees who are directly associated with and who devote time to the
internal-use computer software project; and, interest costs related to loans
incurred for the development of internal-use software. As of April 30, 2009, and
July 31, 2008, the Company had not undertaken any projects related to the
development of internal-use software.
COSTS OF COMPUTER SOFTWARE TO BE SOLD OR OTHERWISE MARKETED
Under Statement of Financial Accounting Standards No. 86, "ACCOUNTING FOR THE
COSTS OF COMPUTER SOFTWARE TO BE SOLD, LEASED, OR OTHERWISE MARKETED" ("SFAS No.
86"), the Company capitalizes costs associated with the development of certain
training software products held for sale when technological feasibility is
established. Capitalized computer software costs of products held for sale are
amortized over the useful life of the products from the software release date.
As of April 30, 2009, and July 31, 2008, the Company had not undertaken any
projects related to the development of software products held for sale or to be
otherwise marketed.
MINERAL PROPERTY
The Company is primarily engaged in the business of the acquisition and
exploration of mining properties. 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 cost of acquiring mineral claims, capitalized
exploration costs, mine development costs are recognized as depletion and
amortization expenses under the units-of-production method over the estimated
life of the probable and proven reserves. If mineral properties, exploration, or
mine development costs are subsequently abandoned or impaired, any capitalized
costs will be charged to operations.
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 three and nine months ended April 30, 2009, and 2008, no events
or circumstances occurred for which an evaluation of the recoverability of
long-lived assets was required.
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. Fully 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
9
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
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, 2009, and 2008.
INCOME TAXES
The Company accounts for income taxes pursuant to SFAS No. 109, "ACCOUNTING FOR
INCOME TAXES" ("SFAS No. 109"). Under SFAS 109, 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, 2009, and July 31, 2008, 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.
10
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
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, 2009, and July 31, 2008, and expenses for
the three and nine months ended April 30, 2009, and 2008, and cumulative from
inception. Actual results could differ from those estimates made by management.
(2) DEVELOPMENT STAGE ACTIVITIES AND GOING CONCERN
American Sierra is currently in the development stage, and has limited
operations. The original business plan of C.E. Entertainment was to sell and
market classical Ukrainian music through an online internet store. However the
new intended business of the Company is to enter into precious metals sector.
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 change of
name.
During the period from January 30, 2007, through April 30, 2009, 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) for selling
stockholders. The Registration Statement was declared effective by the SEC on
November 20, 2007. American Sierra will not receive any of the proceeds of this
registration activity once the shares of common stock are sold. American Sierra
also intends to conduct additional capital formation activities through the
issuance of its common stock and to commence operations.
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 capital, or be
11
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
successful in the development and sale of its planned product, or will be able
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. American Sierra
has incurred an operating loss since inception and the cash resources of the
Company 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 American Sierra 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 appointed 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 a Director of the Company and was also appointed
President, secretary and treasurer of the Company.
On March 26, 2009, Mr. Alexander Hornostai and Mr.Dmitriy Ruzhytskiy resigned as
Directors of the Company
(4) LOAN FROM FORMER DIRECTOR AND STOCKHOLDER
As of April 30, 2009, a loan from an individual who is a former Director,
president, and stockholder of the Company amounted to $29,250 (July 31, 2008 -
$15,125). The loan was provided for working capital purposes, and is unsecured,
non-interest bearing, and has no terms for repayment.
(5) LOAN FROM CURRENT OFFICER
As of April 30, 2009, a loan from a related party in the amount of $204,017
unsecured, non-interest bearing and has no specific terms of repayment.
12
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
(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 8).
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) for selling stockholders. The Registration Statement was
declared effective by the SEC 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. The Company also intends to conduct additional capital formation
activities through the issuance of its common stock and to commence operations.
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 has 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.
13
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
(7) INCOME TAXES
The provision (benefit) for income taxes for the nine months ended April 30,
2009, and 2008, were as follows (assuming a 15% effective tax rate):
Nine Months Ended
April 30,
---------------------------
2009 2008
------- -------
Current Tax Provision:
Federal-
Taxable income $ -- $ --
------- -------
Total current tax provision $ -- $ --
======= =======
Deferred Tax Provision:
Federal-
Loss carryforwards $ 3,389 $ 6,430
Change in valuation allowance (3,389) (6,430)
------- -------
Total deferred tax provision $ -- $ --
======= =======
The Company had deferred income tax assets as of April 30, 2009, and July 31,
2008, as follows:
As of As of
April 30, July 31,
2009 2008
-------- --------
Loss carryforwards $ 13,611 $ 10,222
Less - Valuation allowance (13,611) (10,222)
-------- --------
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, 2009, and 2008, because it is not
presently known whether future taxable income will be sufficient to utilize the
loss carryforwards.
As of April 30, 2009, and July 31, 2008, the Company had approximately $90,741,
and $68,150, 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.
14
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
(8) RELATED PARTY TRANSACTIONS
As described in Note 6, 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 April 30, 2009, the Company owed $29,250 (July 31,
2008 - $15,125) to an individual who is a former Director, president, and
stockholder of the Company.
As described in Note 5, as of April 30, 2009, a loan from a related party in the
amount of $204,017 unsecured, non-interest bearing and has no specific terms of
repayment.
(9) COMMITMENTS AND CONTINGENCIES
The Company currently has an operating lease commitment for office space with an
unrelated party. The monthly lease rate is $214 plus miscellaneous fees. As of
April 30, 2009, and July 31, 2008, the Company had prepaid rent of $134 and
$301, respectively. For the nine months ended April 30, 2009, and 2008, the
Company recorded rent expense of $2,067, and $1,575, respectively.
(10) 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 Resources holds a 100% interest in a total of ten (10) mining concessions
covering approximately 28,830 hectares in south-west Chihuahua State, Mexico,
and Yale also holds options to acquire an additional six (6) mining concessions
covering approximately 276 hectares. (Total known as "Property")
Pursuant to the term of the Option Agreement, American Sierra has acquired two
(2) exclusive and separate rights and options to acquire undivided legal and
beneficial interests of up to 100% 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%
interest in the Property, the Company is required to (A) make the following
payments to Yale Resources: initial payment of $300,000 (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
15
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
$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; (C) make the following additional payments: $50,000 upon
successful completion of a National Instrument 43-101 compliant technical
report; $50,000 upon a drill program starting 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 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); $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 completes the first option to acquire 90% interest in the
property, the Company may then be exercised the Second Option by (1) issuing to
Yale an additional 500,000 shares of common stock, (2) completing sufficient
drilling in order to calculate a resource estimation on or before the seventh
anniversary of the Effective Date, and (3) paying $0.75 to Yale per every
equivalent ounce of Silver.
(11) RECENT ACCOUNTING PRONOUNCEMENTS
In March 2008, the FASB issued FASB Statement No. 161, "DISCLOSURES ABOUT
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - AN AMENDMENT OF FASB STATEMENT
133" ("SFAS No. 161"). SFAS No. 161 enhances required disclosures regarding
derivatives and hedging activities, including enhanced disclosures regarding
how: (a) an entity uses derivative instruments; (b) derivative instruments and
related hedged items are accounted for under FASB No. 133, "ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES"; and (c) derivative instruments
and related hedged items affect an entity's financial position, financial
performance, and cash flows. Specifically, SFAS No. 161 requires:
- disclosure of the objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation;
- disclosure of the fair values of derivative instruments and their
gains and losses in a tabular format;
- disclosure of information about credit-risk-related contingent
features; and
- cross-reference from the derivative footnote to other footnotes in
which derivative-related information is disclosed.
SFAS No. 161 is effective for fiscal years and interim periods beginning after
November 15, 2008. Earlier application is encouraged. The management of C.E.
Entertainment does not expect the adoption of this pronouncement to have a
material impact on its financial statements.
16
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
In May 2008, the FASB issued FASB Statement No. 162, "THE HIERARCHY OF GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES" ("SFAS No. 162"). SFAS No. 162 is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles ("GAAP") for nongovernmental entities.
Prior to the issuance of SFAS No. 162, GAAP hierarchy was defined in the
American Institute of Certified Public Accountants ("AICPA") Statement on
Auditing Standards ("SAS") No. 69, "THE MEANING OF PRESENT FAIRLY IN CONFORMITY
WITH GENERALLY ACCEPT ACCOUNTING PRINCIPLES." SAS No. 69 has been criticized
because it is directed to the auditor rather than the entity. SFAS No. 162
addresses these issues by establishing that the GAAP hierarchy should be
directed to entities because it is the entity (not the auditor) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.
The sources of accounting principles that are generally accepted are categorized
in descending order as follows:
a) FASB Statements of Financial Accounting Standards and Interpretations,
FASB Statement 133 Implementation Issues, FASB Staff Positions, and
American Institute of Certified Public Accountants (AICPA) Accounting
Research Bulletins and Accounting Principles Board Opinions that are
not superseded by actions of the FASB.
b) FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry
Audit and Accounting Guides and Statements of Position.
c) AICPA Accounting Standards Executive Committee Practice Bulletins that
have been cleared by the FASB, consensus positions of the FASB
Emerging Issues Task Force (EITF), and the Topics discussed in
Appendix D of EITF Abstracts (EITF D-Topics).
d) Implementation guides (Q&As) published by the FASB staff, AICPA
Accounting Interpretations, AICPA Industry Audit and Accounting Guides
and Statements of Position not cleared by the FASB, and practices that
are widely recognized and prevalent either generally or in the
industry.
SFAS No. 162 is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendment to its authoritative literature. It
is only effective for nongovernmental entities; therefore, the GAAP hierarchy
will remain in SAS 69 for state and local governmental entities and federal
governmental entities. The management of C.E. Entertainment does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.
17
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008
(Unaudited)
In May 2008, the FASB issued FASB Statement No. 163, "ACCOUNTING FOR FINANCIAL
GUARANTEE INSURANCE CONTRACTS" ("SFAS No. 163"). SFAS No. 163 clarifies how FASB
Statement No. 60, "ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES" ("SFAS No.
60"), applies to financial guarantee insurance contracts issued by insurance
enterprises, including the recognition and measurement of premium revenue and
claim liabilities. It also requires expanded disclosures about financial
guarantee insurance contracts.
The accounting and disclosure requirements of SFAS No. 163 are intended to
improve the comparability and quality of information provided to users of
financial statements by creating consistency. Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, "ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES." That
diversity results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, "ACCOUNTING FOR CONTINGENCIES" ("SFAS No. 5"). SFAS No.
163 requires that an insurance enterprise recognize a claim liability prior to
an event of default when there is evidence that credit deterioration has
occurred in an insured financial obligation. It also requires disclosure about
(a) the risk-management activities used by an insurance enterprise to evaluate
credit deterioration in its insured financial obligations and (b) the insurance
enterprise's surveillance or watch list.
SFAS No. 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years, except for disclosures about the insurance enterprise's risk-management
activities. Disclosures about the insurance enterprise's risk-management
activities are effective the first period beginning after issuance of SFAS No.
163. Except for those disclosures, earlier application is not permitted. The
management of C.E. Entertainment does not expect the adoption of this
pronouncement to have material impact on its financial statements.
(12) SUBSEQUENT EVENTS
Effective May 19, 2009, the Company change 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 change of
name.
Also 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 has 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.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This report on Form 10-Q contains forward-looking statements that involve risks
and uncertainties. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those anticipated in
the forward-looking statements for many reasons, including the risks described
in this report, our Registration Statement on Form SB-2 and other filings we
make from time to time with the Securities and Exchange Commission. Although we
believe the expectations reflected in the forward-looking statements are
reasonable, they relate only to events as of the date on which the statements
are made. We do not intend to update any of the forward-looking statements after
the date of this report to conform these statements to actual results or to
changes in our expectations, except as required by law.
This discussion and analysis should be read in conjunction with the unaudited
interim financial statements and notes thereto included in this Report and the
audited financials in our Annual Report on Form 10-KSB for the year ended July
31, 2008 filed with the Securities and Exchange Commission.
OVERVIEW
We are a development stage company with limited operations and no revenues from
our business activities. Our auditors have issued a going concern opinion. This
means that our registered independent auditors believe there is substantial
doubt that we can continue as an on-going business for the next twelve months.
Accordingly, we must raise cash from sources other than our operations in order
to implement our sales and marketing plan.
However, if we are unable to procure the necessary funding to complete our
website development and market our online music store, or if we are unable to
generate revenues in the future for any reason, or if we are unable to make a
reasonable profit in the future, we may have to suspend or cease operations
unless we are able to raise additional capital. At the present time, we have not
made any arrangements to raise additional cash.
Effective May 19, 2009, we effected a 40 for one (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 with a par value of $0.001 to
2,000,000,000 shares of common stock with a par value of $0.001 and our issued
and outstanding shares increased from 2,060,000 shares of common stock to
82,400,000 shares of common stock.
Also effective May 19, 2009, we have changed our name from "C.E. Entertainment,
Inc." 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 change of
name.
RESULTS OF OPERATIONS
NET INCOME (LOSS)
Our net loss for the three and nine month periods ended April 30, 2009, was
$11,258 and $22,591. During the period from January 30, 2007 (date of
inception), through April 30, 2009, we incurred a net loss of $90,741. This loss
consisted primarily of incorporation costs, legal and accounting fees,
consulting fees, website hosting costs, and administrative expenses. Since
inception, we have sold 2,060,000 shares of common stock.
19
EXPENSES
Our expenses for the three and nine month periods ended April 30, 2009, were
$11,258 and $22,591. During the period from January 30, 2007 (date of
inception), through April 30, 2009, we incurred expenses of $90,741. These
expenses were comprised primarily of general and administrative, and legal and
accounting expenses, as well as banking fees.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of April 30, 2009, reflects assets of $353,367. Cash and
cash equivalents from inception to date have been insufficient to provide the
working capital necessary to operate to date.
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.
There can be no assurance that additional capital will be available to us. We
currently have no agreements, arrangements, or understandings with any person to
obtain funds through bank loans, lines of credit, or any other sources.
GOING CONCERN CONSIDERATION
Our registered independent auditors included an explanatory paragraph in their
report on our financial statements as of and for the period ended July 31, 2008,
regarding concerns about our ability to continue as a going concern. Our interim
financial statements as of and for the period ended April 30, 2009, contain
additional note disclosures describing the circumstances that lead to this
disclosure by our registered independent auditors.
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 the
shareholders of American Sierra. 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. Further, we
believe that our company may have difficulties raising capital until we locate a
prospective business opportunity through which we can pursue our plan of
operation. If we are unable to secure adequate capital to continue our
acquisition efforts, our business may fail and our stockholders may lose some or
all of their investment.
Should our original business plan fail, we anticipate that the selection of a
business opportunity in which to participate will be complex and without
certainty of success. Management believes that there are numerous firms in
various industries seeking the perceived benefits of being a publicly registered
corporation. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We can provide no assurance that we will be
able to locate compatible business opportunities.
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 period from January 30, 2007 (date of inception)
through April 30, 2009.
MINERAL PROPERTIES
On April 30, 2009, we have optioned certain property concessions covering
approximately 29,106 hectares in south-west Chihuahua State, Mexico.
20
Under the terms of the option agreement, we have obtained two (2) exclusive and
separate rights and options to acquire undivided legal and beneficial interests
of up to ONE HUNDRED PER CENT (100%) in the Property free and clear of all
liens, charges and claims of others, as follows:
(a) an undivided NINETY PER CENT (90%) interest in the Property (the
"FIRST OPTION"); and
(b) an undivided TEN PER CENT (10%) interest in the Property, in addition
to the undivided NINETY PER CENT (90%) interest that may be acquired
under the First Option (the "SECOND OPTION").
4.02 The Optionee may exercise:
(a) the First Option by:
(i) making the following payments to the Optionor prior to the First
Option Deadline:
(1) THREE HUNDRED THOUSAND (US$300,000) DOLLARS U.S. before the
Effective Date (PAID);
A portion of this three hundred thousand (US$300,000)
dollars U.S. was advanced by the Optionee to the Optionor in
the form of a loan. For greater certainty, the documents
titled `Re: Bridge Loan' and `Promissory Note' dated
February 12, 2009 are superseded by this agreement and the
loan documents are cancelled.
(2) a further TWO HUNDRED AND FIFTY THOUSAND (US$250,000)
DOLLARS U.S. on the second anniversary of the Effective
Date;
(3) a further TWO HUNDRED AND FIFTY THOUSAND (US$250,000)
DOLLARS U.S. on the third anniversary of the Effective Date;
(4) a further TWO HUNDRED AND FIFTY THOUSAND (US$250,000)
DOLLARS U.S. on the fourth anniversary of the Effective
Date;
(ii) incurring or funding the following Expenditures on the Property
as follows prior to the First Option Deadline:
(1) THREE HUNDRED THOUSAND (US$300,000.00) DOLLARS U.S. on or
before the first anniversary of the Effective Date, of which
$250,000 shall be deemed to have been incurred pursuant to
the payments made as per paragraph 4.02(a)(i)(1) hereof;
(2) an additional FIVE HUNDRED THOUSAND (US$500,000.00) DOLLARS
U.S. on or before the second anniversary of the Effective
Date;
(3) an additional EIGHT HUNDRED THOUSAND (US$800,000.00) DOLLARS
U.S. on or before the third anniversary of the Effective
Date; and
(4) an additional ONE MILLION (US$1,000,000.00) DOLLARS U.S. on
or before the fourth anniversary of the Effective Date;
21
(iii) making the following additional payments prior to the First
Option Deadline:
(1) ONE HUNDRED AND FIFTY THOUSAND (US$150,000.00) DOLLARS U.S.
on or before the first anniversary of the Effective Date on
the following schedule:
(a) US $50,000 upon successful completion of a National
Instrument 43-101 compliant technical report,
(b) US $50,000 upon Operator starting a drill program on
the Property before August 1, 2009, and
(c) US $50,000 upon the successful completion of the first
year work program before the 1st year anniversary of
the Effective Date;
(2) an additional SEVENTY THOUSAND (US$70,000.00) DOLLARS U.S.
on or before the second anniversary of the Effective Date;
(3) an additional SEVENTY THOUSAND (US$70,000.00) DOLLARS U.S.
on or before the third anniversary of the Effective Date;
and
(4) an additional SEVENTY THOUSAND (US$70,000.00) DOLLARS U.S.
on or before the fourth anniversary of the Effective Date;
At the election of the Optionor the additional payments 1b,
1c, 2, 3, and 4 may be converted into shares of the parent
company of American Sierra set at the price of the first
financing of the parent company.
(b) the Second Option, provided it has exercised the First Option, by
(1) issuing to Yale an additional 500,000 shares of American Sierra
or the parent company of American Sierra,
(2) completing sufficient drilling in order to calculate a resource
estimation on or before the seventh anniversary of the Effective
Date, and
(3) paying US$0.75 to Yale per every equivalent ounce of Silver
within the Measured and Indicated categories as defined by JORC
(Joint Ore Reserves Committee);
(c) all of the above shares will be subject to a hold periods in
accordance with regulations under the SECURITIES ACT;
The Optionor understands and acknowledges that any shares which may be
issued to it pursuant to the provisions of this paragraph 4.02 must be
issued in reliance on exemptions from the prospectus and registration
requirements of applicable securities legislation and may be subject
to certain re-sale restrictions under such legislation, the terms of
which may be endorsed on the certificates representing such shares,
and prior to issuance the Optionor agrees to provide confirmation of
the availability of such exemptions and comply with such re-sale
restrictions.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
22
ITEM 3. QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES
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 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 have 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 Securities and Exchange Commission 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 CONTROL OVER FINANCIAL REPORTING:
There were no changes in our internal control over financial reporting that
occurred during our last fiscal quarter 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
23
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation (included as Exhibit 3.1 to the Form SB-2
filed November 7, 2007, and incorporated herein by reference).
3.2 By-laws (included as Exhibit 3.2 to the Form SB-2 filed November 7,
2007, and incorporated herein by reference).
31 Certification of the Chief Executive and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Officers pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
24
SIGNATURE
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AMERICAN SIERRA GOLD CORP.
Date: June 19, 2009 By: /s/ Wayne Gruden
-----------------------------------------------
Name: Wayne Gruden
Title: President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
Date: June 19, 2009 /s/ Wayne Gruden
-------------------------------------------
Name: Wayne Gruden
Title: President
(Principal Executive and Financial Officer)
25