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EX-9.01 - ASSIGNMENT, QUIT CLAIM AND RELEASE - SIERRA RESOURCE GROUP INC | exhibit9-01.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
March 8,
2010
________________________________________________
Date of
Report (Date of earliest event reported)
SIERRA
RESOURCE GROUP, INC.
______________________________________________________
(Exact
name of registrant as specified in its charter)
NEVADA
000-25301 88-0413922
____________________________
________________________ ___________________
(State or other
jurisdiction (Commission
File Number)
(IRS Employer
of
incorporation)
Identification No.)
6767
Tropicana Avenue, Suite 207
Las
Vegas, Nevada 89103
___________________________________________________
(Address
of principal executive offices) (Zip Code)
(702)
248-1027
__________________________________________________
Registrant's
telephone number, including area code
Not
Applicable
_____________________________________________________________
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of
the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act(17 CFR 230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 30, 2008, the Company had
entered into an "Assignment and Quit Claim of Oil and Gas Leases" agreement with
Sierra Asset Holdings LLC (the "Assignor") whereby the Assignor assigned 100% of
Assignor's right, title and interest in and to oil and gas leases located in
Louisiana and Kansas to us in exchange for a promissory note for $29,500 secured
by the oil and gas interests assigned, all due and payable in April,
2010.
On December 31, 2009, we evaluated the
oil and gas leases for potential impairment in accordance with FASB ASC 360-10,
"PROPERTY, PLANT AND EQUIPMENT." As of December 31, 2009, the
production wells had encountered several problems and were currently under
assessment as to the best method to solve such problems. The
operators of the wells indicated to us that the revenues will not be significant
nor will the revenues significantly increase and will most likely
decline precipitously. As such, we impaired 100% of the asset balance
of $7,221 as of December 31, 2009, resulting in an impairment charge of
($7,221). We also informed Sierra Asset Holdings LLC that the
Company's present intent was to surrender our interest in the oil and gas
interests in cancellation of the indebtness evidenced by the promissory note for
$29,500 together, with all accrued interest thereon, if acceptable to Sierra
Asset Holdings LLC.
On March 8, 2010, the Company entered
into an "Assignment, Quit Claim and Release" with Sierra Asset Holdings LLC
whereby we assigned 100% of its right, title and interest in and to the oil and
gas leases located in Louisiana and Kansas in cancellation of the indebtedness
evidenced by the promissory note (and accrued interest) to Sierra Asset Holdings
LLC and entered into mutual releases as to any claims, liabilities and demands
between the Company and Sierra Asset Holdings LLC.
2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On March 8, 2010, the
Company completed its disposition of certain assets as described in the
"Assignment, Release and Quit Claim" agreement with the Company assigning 100%
of its right, title and interest in and to the oil and gas leases located in
Louisiana and Kansas in cancellation of the indebtedness evidenced by a
promissory note for $29,500 and for mutual releases as to any claims,
liabilities and demands between the Company, its officers and directors and
Sierra Asset Holdings LLC., and its members.
8.01
OTHER EVENTS.
It is probable that we may seek a new
business opportunity or business combination. Our majority
shareholders have had negotiations regarding a change of control and to possibly
add new and different directors to our board. We have been informed
that, if, pursuant to any arrangement or understanding with the person or
persons acquiring securities in a transaction subject to the Securities Exchange
Act of 1934 (the "1934 Act"), any persons are to be elected or designated as
directors of the Company, otherwise than at a meeting of security holders, and
the persons so elected or designated will constitute a majority of the directors
of the Company, then, not less than 10 days prior to the date any such persons
take office as a director, or such shorter period prior to the date the
Securities and Exchange Commission may authorize upon a showing of good cause
therefore, the Company shall file with the Securities and Exchange Commission
and transmit to all holders of record of securities of the Company who would be
entitled to vote at a meeting for election of directors, information
substantially equivalent to certain information which would be required by
Schedule 14F-1 of Rule 14F to be transmitted if such person or persons were
nominees for election as directors at a meeting of such security
holders.
In the event that we enter into a
material definitive agreement to acquire a new business opportunity or business
combination, we are required to file a Form 8-K with the Securities and Exchange
Commission under the 1934 Act. We may be required to make additional
disclosures in other filings to complete the business combination, to obtain the
necessary shareholder approval to increase the number of authorized and unissued
common stock, if required for the transaction, and to change our
name.
9.01
FINANCIAL STATEMENTS AND EXHIBITS.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) EXHIBITS.
9.01 Assignment, Release
and Quit Claim
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has
duly caused this report to be signed on
its behalf by the undersigned
hereunto duly authorized.
SIERRA RESOURCE GROUP,
INC.
Date: March
8, 2010 /s/
SANDRA J. ANDRE
__________________________________________
Sandra J. Andre
President, Chief Executive Officer and
Director