Attached files
file | filename |
---|---|
EX-10.8 - AMERICAN SIERRA GOLD CORP. | v178119_ex10-8.htm |
EX-32 - AMERICAN SIERRA GOLD CORP. | v178119_ex32.htm |
EX-31.1 - AMERICAN SIERRA GOLD CORP. | v178119_ex31-1.htm |
EX-10.6 - AMERICAN SIERRA GOLD CORP. | v178119_ex10-6.htm |
EX-10.7 - AMERICAN SIERRA GOLD CORP. | v178119_ex10-7.htm |
EX-10.5 - AMERICAN SIERRA GOLD CORP. | v178119_ex10-5.htm |
EX-31.2 - AMERICAN SIERRA GOLD CORP. | v178119_ex31-2.htm |
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 January 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
|
(IRS
Employer Identification
|
|
Of
Incorporation or Organization)
|
Number)
|
|
200
S. Virginia, 8th Floor
|
||
Reno,
Nevada
|
89501
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(775)
398 - 3044
|
||
(Registrant’s
telephone number, including
area
code)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports); and (2) has been subject to such filing requirements for
the past 90 days.
Yes
x
No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
¨
No
¨
Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-3 of the Exchange Act.
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
(Do
not check if smaller reporting company)
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
¨
No
x
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes
¨
No
¨
APPLICABLE
ONLY TO CORPORATE ISSUERS:
As of
March 15, 2010, there were 67,301,843 shares of the registrant’s $0.001 par
value common stock issued and outstanding.
AMERICA
SIERRA GOLD CORP.
FORM
10-Q INDEX
TABLE OF
CONTENTS
PART
I – FINANCIAL INFORMATION
|
||||
Item
1.
|
Financial
Statements
|
1
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
24
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
29
|
||
Item
4T.
|
Controls
and Procedures
|
29
|
||
PART
II – OTHER INFORMATION
|
||||
Item
1.
|
Legal
Proceedings
|
29
|
||
Item
1A.
|
Risk
Factors
|
30
|
||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
30
|
||
Item
3.
|
Defaults
Upon Senior Securities
|
30
|
||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
30
|
||
Item
5.
|
Other
Information
|
30
|
||
Item
6.
|
Exhibits
|
30
|
||
Signature
Page
|
32
|
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
Financial
Statements-
|
|
Balance
Sheets as of January 31, 2010, and July 31, 2009
|
2
|
Statements
of Operations for the Three and Six Months Ended January 31, 2010, and
2009, and Cumulative from Inception
|
3
|
Statements
of Cash Flows for the Six Months Ended January 31, 2010, and 2009, and
Cumulative from Inception
|
4
|
Notes
to Financial Statements January 31, 2010, and 2009
|
5
|
1
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
BALANCE
SHEETS (NOTE 2)
AS
OF JANUARY 31, 2010, AND JULY 31, 2009
(Unaudited)
January
31,
|
July
31,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 316,716 | $ | 27,520 | ||||
Prepaid
expenses
|
21,193 | - | ||||||
Total
current assets
|
337,909 | 27,520 | ||||||
Property
and Equipment:
|
||||||||
Mineral
properties
|
456,598 | 350,000 | ||||||
JV
Investment
|
2,796,541 | - | ||||||
Work
in progress - Website software costs
|
10,573 | 10,573 | ||||||
Total
property and equipment
|
3,263,712 | 360,573 | ||||||
Total
Assets
|
$ | 3,601,621 | $ | 388,093 | ||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable - Trade
|
$ | 129,433 | $ | 3,711 | ||||
Accrued
liabilities
|
22,564 | 13,742 | ||||||
Due
to related party - Former officer and
stockholder
|
27,301 | 27,301 | ||||||
Due
to related party - Officer and stockholder
|
106,000 | 106,000 | ||||||
Loans
payable
|
120,000 | 160,000 | ||||||
Total
current liabilities
|
405,298 | 310,754 | ||||||
Total
liabilities
|
405,298 | 310,754 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders'
Equity:
|
||||||||
Common
stock, par value $0.001 per share; 2,000,000,000 shares authorized;
67,301,000 and 82,400,000 shares issued and outstanding as of January 31,
2010, and July 31, 2009, respectively
|
67,301 | 82,400 | ||||||
Additional
paid-in capital
|
3,548,513 | - | ||||||
Discount
on common stock
|
- | (31,400 | ) | |||||
Common
stock subscription
|
50,000 | 137,469 | ||||||
(Deficit)
accumulated during the exploration stage
|
(469,491 | ) | (111,130 | ) | ||||
Total
stockholders' equity
|
3,196,323 | 77,339 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 3,601,621 | $ | 388,093 |
The
accompanying notes to financial statements
are an
integral part of these balance sheets.
2
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS (NOTE 2) (RESTATED)
FOR
THE THREE AND SIX MONTHS ENDED JANUARY 31, 2010, AND 2009,
AND
CUMULATIVE FROM INCEPTION (JANUARY 30, 2007)
THROUGH
JANUARY 31, 2010
(Unaudited)
Three
Months Ended
|
Six
Months Ended
|
Cumulative
|
||||||||||||||||||
January
31,
|
January
31,
|
From
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
Inception
|
||||||||||||||||
Revenues
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Expenses:
|
||||||||||||||||||||
Exploration
costs
|
- | - | 4,880 | - | 4,880 | |||||||||||||||
General
and administrative -
|
||||||||||||||||||||
Legal
fees
|
82,397 | 2,775 | 160,003 | 3,775 | 201,469 | |||||||||||||||
Audit
fees
|
3,750 | 2,000 | 7,556 | 3,500 | 30,306 | |||||||||||||||
Transfer
agent fees
|
2,008 | 300 | 2,008 | 651 | 14,987 | |||||||||||||||
Consulting
fees
|
40,000 | - | 75,000 | - | 82,500 | |||||||||||||||
Filing
fees
|
267 | - | 767 | 1,158 | 4,966 | |||||||||||||||
Insurance
|
3,495 | - | 3,495 | - | 3,495 | |||||||||||||||
Internet
web hosting and research
|
- | - | - | - | 3,900 | |||||||||||||||
Investor
relations
|
20,995 | - | 52,239 | - | 52,239 | |||||||||||||||
Office
rent & misealleous
|
5,712 | 941 | 14,243 | 1,399 | 19,633 | |||||||||||||||
Amortization
|
- | 425 | - | 850 | 2,833 | |||||||||||||||
Organization
costs
|
- | - | - | - | 1,000 | |||||||||||||||
Bank
fees
|
561 | - | 710 | - | 1,589 | |||||||||||||||
Total
general and administrative expenses
|
159,185 | 6,441 | 320,901 | 11,333 | 423,797 | |||||||||||||||
(Loss)
from Operations
|
(159,185 | ) | (6,441 | ) | (320,901 | ) | (11,333 | ) | (423,797 | ) | ||||||||||
Other
Income (Expense)
|
||||||||||||||||||||
(Loss)
on write-off mineral property
|
(25,000 | ) | - | (25,000 | ) | - | (25,000 | ) | ||||||||||||
(Loss)
on write-off website software costs
|
- | - | - | - | (2,267 | ) | ||||||||||||||
Investment
income(loss)
|
(5,773 | ) | - | (5,773 | ) | - | (5,773 | ) | ||||||||||||
Interest
(expense)
|
(2,461 | ) | - | (6,687 | ) | - | (12,654 | ) | ||||||||||||
Provision
for income taxes
|
- | - | - | - | - | |||||||||||||||
Net
(Loss)
|
$ | (192,419 | ) | $ | (6,441 | ) | $ | (358,361 | ) | $ | (11,333 | ) | $ | (469,491 | ) | |||||
(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
|
65,934,834 | 82,400,000 | 74,242,689 | 82,400,000 |
The
accompanying notes to financial statements are
an
integral part of these statements.
3
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
STATEMENTS
OF CASH FLOWS (NOTE 2)
FOR
THE SIX MONTHS ENDED JANUARY 31, 2010, AND 2009,
AND
CUMULATIVE FROM INCEPTION (JANUARY 30, 2007)
THROUGH
JANUARY 31, 2010
(Unaudited)
Six
Months Ended
|
Cumulative
|
|||||||||||
January
31,
|
From
|
|||||||||||
2010
|
2009
|
Inception
|
||||||||||
Operating
Activities:
|
||||||||||||
Net
(loss)
|
$ | (358,361 | ) | $ | (11,333 | ) | $ | (469,491 | ) | |||
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
||||||||||||
Amortization
|
- | 850 | 2,833 | |||||||||
Loss
on write-off of mineral property
|
25,000 | - | 27,267 | |||||||||
Loss
on write-off of website software costs
|
||||||||||||
Changes
in assets and liabilities-
|
- | |||||||||||
Prepaid
expenses
|
(21,193 | ) | 300 | (21,193 | ) | |||||||
Accounts
payable - Trade
|
125,722 | (6,878 | ) | 129,433 | ||||||||
Accrued
liabilities
|
8,822 | 2,775 | 22,564 | |||||||||
Net
Cash (Used in) Operating Activities
|
(220,010 | ) | (14,286 | ) | (308,587 | ) | ||||||
Investing
Activities:
|
||||||||||||
Website
software costs
|
- | - | (15,673 | ) | ||||||||
Mineral
properties
|
(406,598 | ) | - | (756,598 | ) | |||||||
Net
Cash (Used in) Investing Activities
|
(406,598 | ) | - | (772,271 | ) | |||||||
Financing
Activities:
|
||||||||||||
Issuance
of common stock for cash
|
1,037,500 | - | 1,088,500 | |||||||||
Common
stock subscription
|
(87,469 | ) | - | 50,000 | ||||||||
Proceeds
from related party- Former officer and stockholder
|
- | - | 27,301 | |||||||||
Proceeds
from related party - Officer and stockholder
|
- | 12,125 | 106,000 | |||||||||
Proceeds
from loans payable
|
- | - | 200,000 | |||||||||
Payment
of principal on loans payable
|
(40,000 | ) | - | (80,000 | ) | |||||||
Net
Cash Provided by Financing Activities
|
910,031 | 12,125 | 1,391,801 | |||||||||
Net
Increase in Cash
|
283,423 | (2,161 | ) | 310,943 | ||||||||
Cash
- Beginning of Period
|
27,520 | 4,960 | - | |||||||||
Cash
- End of Period
|
$ | 310,943 | $ | 2,799 | $ | 310,943 | ||||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
taxes
|
$ | - | $ | - | $ | - |
On
December 8, 2009, the Company issued 2,000,000 shares of common stock and
2,000,000 warrants pursuant to the JV Agreement entered into for a 7% investment
in Joint Venture activities. The 2,000,000 shares of common stock were valued at
$2,278,314.
On
December 8, 2009, the Company issued 300,000 shares for finder services
associated with a Joint Venture Agreement. The 300,000 shares of common stock
were valued at $249,000.
The
accompanying notes to financial statements are
an
integral part of these statements.
4
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
(1)
|
Summary
of Significant Accounting Policies
|
General
Organization and Business
American
Sierra Gold Corp. (“American Sierra” or the “Company” and formerly C.E.
Entertainment, Inc.) is a Nevada corporation in the exploration
stage. The Company was incorporated under the laws of the State of
Nevada on January 30, 2007. The original business plan of the Company
was to engage in the marketing and sale of Ukrainian classical
music. Effective May 19, 2009, the Company changed its name from C.E.
Entertainment, Inc. to American Sierra Gold Corp. by way of a merger with its
wholly owned subsidiary American Sierra Gold Corp., which was formed solely for
the purpose of a change in name. In addition, the Company changed its
focus to a business plan involving the acquisition, exploration, development,
mining, and production of precious metals, with emphasis on gold and
silver. The accompanying financial statements of American Sierra were
prepared from the accounts of the Company under the accrual basis of
accounting.
In
February 2007, the Company commenced a capital formation activity through a
Private Placement Offering (“PPO”), exempt from registration under the
Securities Act of 1933, to raise up to $38,000 through the issuance 30,400,000
shares of its common stock (post forward stock split), par value $0.001 per
share, at an offering price of $0.00125 per share. As of March 31,
2007, the Company closed the PPO and received proceeds of
$38,000. The Company also commenced an activity to effect a
Registration Statement on Form SB-2 with the Securities and Exchange Commission
to register 30,400,000 shares of its outstanding shares of common stock (post
forward stock split) on behalf of selling stockholders. The
Registration Statement on Form SB-2 was filed with the SEC on November 7, 2007,
and declared effective on November 20, 2007. The Company will not
receive any of the proceeds of this registration activity once the shares of
common stock are sold.
Unaudited
Interim Financial Statements
The
accompanying interim financial statements of American Sierra Gold Corp. as of
January 31, 2010, and July 31, 2009, and for the three and six months ended
January 31, 2010, and 2009, and cumulative from inception, are
unaudited. However, in the opinion of management, the interim
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the Company’s financial
position as of January 31, 2010, and July 31, 2009, and the results of its
operations and its cash flows for the three and six months ended January 31,
2010, and 2008, and cumulative from inception. These results are not
necessarily indicative of the results expected for the fiscal year ending July
31, 2010. The accompanying financial statements and notes thereto do
not reflect all disclosures required under accounting principles generally
accepted in the United States of America. Refer to the Company’s
audited financial statements as of July 31, 2009, filed with the SEC for
additional information, including significant accounting
policies.
5
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
Cash
and Cash Equivalents
For
purposes of reporting within the statements of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the exploration stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will
recognize revenues when delivery of goods or completion of services has occurred
provided there is persuasive evidence of an agreement, acceptance has been
approved by its customers, the fee is fixed or determinable based on the
completion of stated terms and conditions, and collection of any related
receivable is probable.
Internal
Website Development Costs
Under FASB
ASC 350-50, (“Website Development
Cost”), costs and expenses incurred during the planning and operating
stages of the Company's website are expensed as incurred. Under FASB
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
January 31, 2010, and July 31, 2009, the Company capitalized $10,573 related to
its internal-use website development related to a new website as work in
process. During 2009, the old website development costs and related
accumulated amortization were written-off to expense resulting in a loss on
disposal in the amount of $2,267.
Mineral
Properties
The
Company is primarily engaged in the business of the acquisition, exploration,
development, mining, and production of precious metals, with emphasis on gold
and silver. Mineral claim and other property acquisition costs are
capitalized as incurred. Such costs are carried as an asset of the
Company until it becomes apparent through exploration activities that the cost
of such properties will not be realized through mining
operations. Mineral exploration costs are expensed as incurred, and
when it becomes apparent that a mineral property can be economically developed
as a result of establishing proven or probable reserve, the exploration costs,
along with mine development cost, are capitalized. The costs of
acquiring mineral claims, capitalized exploration costs, and mine development
costs are recognized for depletion and amortization purposes under the
units-of-production method over the estimated life of the probable and proven
reserves. If mineral properties, exploration, or mine development
activities are subsequently abandoned or impaired, any capitalized costs are
charged to operations in the current period.
6
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
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 months ended January 31, 2010,
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. Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. There were no dilutive financial instruments
issued or outstanding for the three months ended January 31, 2010, and
2008.
Income
Taxes
The
Company accounts for income taxes pursuant to FASB ASC 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.
7
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
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 January 31, 2010, and July 31, 2009,
the carrying value of the Company's financial instruments approximated fair
value due to the short-term nature and maturity of these
instruments.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the
completion of the offering, the costs are charged against the capital
raised. Should the offering be terminated, deferred offering costs
are charged to operations during the period in which the offering is
terminated.
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.
8
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
Subsequent
Events
The
management of the Company performs a review and evaluation of subsequent events
following the end of each quarterly and annual financial period. For
the three and six months ended January 31, 2010, the review and evaluation of
subsequent events for proper accrual and disclosure was completed through March
16, 2010, which was the date the financial statements were available to be
issued.
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 January 31, 2010, and July 31,
2009, and expenses for the three and six months ended January 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.
During
the period from January 30, 2007, through January 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) 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. 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. American Sierra
also intends to conduct additional capital formation activities through the
issuance of its common stock and debt, and commence operations.
9
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
While
management of American Sierra believes that it will be successful in its capital
formation and planned operating activities, there can be no assurance that the
Company will be able to raise additional equity or debt capital, or be
successful in the development and sale of its planned product in order to
generate sufficient revenues to sustain its operations.
The
accompanying financial statements have been prepared in conformity with
accounting principals generally accepted in the United States of America, which
contemplate continuation of American Sierra as a going concern. The
Company has incurred an operating loss since inception, and its current cash
resources are insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about
American Sierra‘s ability to continue as a going concern. The
accompanying financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.
(3)
|
Change
in Management
|
On
September 9, 2008, Mr. George Daschko resigned as the Company’s President and
Director. On the same date, the Company elected Mr. Alexander
Hornostai to the office of President and Mr. Dmitriy Ruzhytskiy
as a member of the Board of Directors.
Mr.
George Daschko also sold his interest in the Company of 24,000,000 shares of
common stock (post forward stock split) to Mr. Ruzhytskiy which resulted in a
change of beneficial ownership in securities.
On March
25, 2009, Mr. Alexander Hornostai resigned as President, Secretary, Chief
Financial Officer, and Treasurer of the Company. On the same date,
Mr. Wayne Gruden was appointed as President, Secretary, Treasurer, and Director
of the Company.
On March
26, 2009, Mr. Alexander Hornostai and Mr.Dmitriy Ruzhytskiy resigned as
Directors of the Company.
On
September 29, 2009, Mr. Johannes Peterson was appointed as a Director and Chief
Financial Officer of the Company.
(4)
|
Loan
from Former Director and
Stockholder
|
As of
January 31, 2010, a loan from an individual who is a former Director, officer,
and stockholder of the Company amounted to $27,301 (July 31, 2009 -
$27,301). The loan was provided for working capital purposes, and is
unsecured, non-interest bearing, and has no terms for
repayment.
10
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
(5)
|
Loan
from Related Party
|
As of
January 31, 2010, a loan from an officer and stockholder of the Company amounted
to $106,000 (July 31, 2009 - $106,000). The loan was provided for
working capital purposes, and is unsecured, non-interest bearing, and has no
specific terms of repayment.
(6)
|
Loans
Payable
|
On
February 11, 2009, the Company borrowed $75,000 from a third party for working
capital purposes. The loan is unsecured, bears interest at 8 percent
per annum, and is due on February 11, 2010.
On April
3, 2009, the Company borrowed $125,000 from a third party under a promissory
note. The loan is unsecured, bears interest at 10 percent per annum,
and is due and payable on April 3, 2010. On July 20, 2009, the
Company made a principal payment of $40,000 on this loan. On October
2, 2009, the Company made a principal payment of $25,000 on this loan. On
November 9, 2009, the Company made a principal payment of $15,000 on this
loan.
(7)
|
Common
Stock
|
On
January 30, 2007, the Company issued 52,000,000 shares of common stock (post
forward stock split) valued at a price of $0.00025 per share to Directors and
officers for cash proceeds of $13,000 (See Note 9).
In
February 2007, the Company commenced a capital formation activity through a PPO,
exempt from registration under the Securities Act of 1933, to raise up to
$38,000 through the issuance 30,400,000 shares of its common stock (post forward
stock split), par value $0.001 per share, at an offering price of $0.00125 per
share. As of March 31, 2007, the Company fully subscribed the PPO,
and received proceeds of $38,000. The Company accepted subscriptions
from 38 foreign, non-affiliated investors.
In
addition, on November 7, 2007, the Company filed a Registration Statement on
Form SB-2 with the SEC to register 30,400,000 shares of its common stock (post
forward stock
split)
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.
11
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
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 $137,476 related
to PPO#2 were received before July 31, 2009, as a subscription
payment. On September 1, 2009, the Company issued 100,000 shares of
common stock related to the subscription arrangement. On November 16,
2009, the Company issued 83,334 shares of common stock related to the
subscription arrangement.
In
September 2009, the Company commenced a capital formation activity through a PPO
#3, exempt from registration under the Securities Act of 1933, to raise up to
$100,000 through the issuance 250,000 shares of its common stock (post forward
stock split), par value $0.001 per share, at an offering price of $0.40 per
share. On October 1, 2009, the Company issued 250,000 shares of
common stock related to the subscription arrangement.
In
November 2009, the Company canceled 19,000,000 shares of common
stock.
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 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 common share 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.
12
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
On
December 8, 2009, the Company issued 300,000 in connection with the Trinity Alps
Joint Venture.
Warrants
As of
January 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
|
(8)
|
Income
Taxes
|
The
provision (benefit) for income taxes for the six months ended January 31, 2010,
and 2009, were as follows (assuming a 15 percent effective tax
rate):
Six
Months
|
||||||||
Ended
|
||||||||
January
31,
|
||||||||
2010
|
2009
|
|||||||
Current
Tax Provision:
|
||||||||
Federal-
|
||||||||
Taxable
income
|
$ | - | $ | - | ||||
Total
current tax provision
|
$ | - | $ | - | ||||
Deferred
Tax Provision:
|
||||||||
Federal-
|
||||||||
Loss
carryforwards
|
$ | 52,888 | $ | 767 | ||||
Change
in valuation allowance
|
(52,888 | ) | (767 | ) | ||||
Total
deferred tax provision
|
$ | - | $ | - |
The
Company had deferred income tax assets as of January 31, 2010, and July 31,
2009, as follows:
January
31,
|
July
31,
|
|||||||
2010
|
2009
|
|||||||
Loss
carryforwards
|
$ | 69,557 | $ | 16,669 | ||||
Less
- Valuation allowance
|
(69,557 | ) | (16,669 | ) | ||||
Total
net deferred tax assets
|
$ | - | $ | - |
13
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
The
Company provided a valuation allowance equal to the deferred income tax assets
for the three months ended January 31, 2010, and 2009, because it is not
presently known whether future taxable income will be sufficient to utilize the
loss carryforwards.
As of
January 31, 2010, and July 31, 2009, the Company had approximately $463,718, and
$111,130, respectively, in tax loss carryforwards that can be utilized in future
periods to reduce taxable income, and will begin to expire in the year
2027.
(9)
|
Related
Party Transactions
|
As
described in Note 7, in January 2007, the Company issued 52,000,000 shares of
common stock (post forward stock split) to Directors and officers of the Company
for cash proceeds of $13,000. As described in Note 3, on September 9,
2008, Mr. George Daschko resigned from the positions of President and
Director. Mr. George Daschko also sold his interest in the Company of
24,000,000 shares of common stock (post forward stock split) to the newly
appointed Director and officer of the Company.
As
described in Note 4, as of January 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 5, as of January 31, 2010, a loan for working capital purposes
from an officer and stockholder of the Company amounted to
$106,000. The loan is unsecured, non-interest bearing, and has no
specific terms of repayment.
On
September 29, 2009, the Company entered into a Consulting Agreement (the
“Consulting Agreement”) with Mr. Johannes Petersen, whereby Mr. Petersen will
serve as a Director and Chief Financial Officer of the
Company. Pursuant to the terms of the Consulting Agreement, the
Company will pay Mr. Petersen $5,000 per month, and grant to him 1,000,000
restricted shares of the Company’s common stock as compensation for providing
services as a Director. On October 14, 2009, the Company’s Chief
Executive Officer, Mr. Wayne Gruden, issued a private warrant to Mr. Johannes
Petersen, providing him the right to acquire 1,000,000 shares of the Company’s
common stock (the “Warrant Shares”) currently held by Mr. Gruden, for a
three-year period. Such warrant is being provided to Mr. Petersen in
connection with his Consulting Agreement described
above. Simultaneously with issuing Mr. Petersen the warrant, on
October 15, 2009, Mr. Gruden also agreed to return for cancellation 19,000,000
shares of the Company’s common stock currently held under his
name. The cancellation of the 19,000,000 shares of common stock was
effected subsequent to October 31, 2009.
14
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
On
November 3, 2009, the Company entered into a Consulting Agreement (the
“Consulting Agreement #2”) with Mr. Wayne Gruden, whereby Mr. Gruden serves as a
Director and President of the Company. Pursuant to the terms of the
Consulting Agreement #2, the Company will pay Mr. Gruden $40,000 for Director
Services from August 1, 2009 to November 30, 2009. Starting on
December 1, 2009, the Company will pay $5,000 per month to Mr.
Gruden.
(10)
|
Commitments
and Contingencies
|
During
2009 and 2008, the Company had an operating lease commitment for office space
with an unrelated party. The monthly lease rate was $214 plus
miscellaneous fees. For the years ended July 31, 2009, and 2008, the
Company recorded rent expense of $2,200, and $2,449,
respectively. The Company terminated the operating lease commitment
as part of the change in its business plan.
On
October 1, 2009, the Company entered into an operating lease agreement for
office space with an unrelated party. The monthly lease rate is
$319. Rent expense for the six months ended January 31, 2010, was
$638.
(11)
|
Contracts
and Agreements
|
Mineral
Property Option Agreement
On April
30, 2009, the Company entered into a property option agreement (the "Option
Agreement") with Yale Resources Ltd., a Canadian public company
(“Yale”). Yale holds a 100 percent interest in ten (10) mining
concessions covering approximately 28,830 hectares in southwest Chihuahua State,
Mexico. Yale also holds options to acquire an additional six (6)
mining concessions covering approximately 276 hectares in the same area (the
total of the mining concessions known as the “Property”).
Pursuant
to the terms of the Option Agreement, American Sierra was granted two (2)
exclusive and separate rights and options (the “First Option” and the “Second
Option”) to acquire undivided legal and beneficial interests of up to 100
percent in the Property free and clear of all liens, charges, and claims of
others.
15
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
In order
to exercise the First Option, which gives the Company an undivided 90 percent
interest in the Property, the Company is required to (a) make the following
payments to Yale: an initial payment of $300,000 (already paid by the Company);
$250,000 on or before April 30, 2011; $250,000 on or before April 30, 2012;
$250,000 on or before April 30, 2013; (b) fund the following expenditures:
$50,000 prior to April 30, 2010; an additional $500,000 prior to April 30, 2011;
an additional $800,000 prior to April 30, 2012; an additional $1,000,000 prior
to April 30, 2013; and (c) make the following additional payments: $50,000 upon
successful completion of a National Instrument 43-101 compliant technical
report; $50,000 upon the commencement of a drilling program on the Property on
or prior to August 1, 2009, (payable in stock at the election of the optionor
set at the price of the first financing of the Company); $50,000 upon successful
completion of the first year’s drilling work program (payable in stock at the
election of the optionor set at the price of the first financing of the
Company); $70,000 on or before April 30, 2011, (payable in stock at the election
of the optionor set at the price of the first financing of the Company); $70,000
on or before April 30, 2012, (payable in stock at the election of the optionor
set at the price of the first financing of the Company); and $70,000 on or
before April 30, 2013, (payable in stock at the election of the optionor set at
the price of the first financing of the Company).
Provided
the Company exercises the First Option to acquire the 90 percent undivided
interest in the Property, the Company may then exercise the Second Option by (a)
issuing to Yale an additional 500,000 shares of common stock; (b) completing
sufficient drilling in order to calculate a resource estimate on or before the
seventh anniversary of the effective date of the Option Agreement; and (c)
paying to Yale $0.75 for every equivalent ounce of silver identified from the
resource estimate prepared for the Property.
Share
Issuance Agreement
On
October 12, 2009, the Company entered into a Share Issuance Agreement (the
“Share Agreement”) with Tobermory Holding Ltd., a corporation organized under
the laws of Nevis (“Tobermory”), whereby the Company has provided a subscription
arrangement to Tobermory to advance funds and purchase up to $6,000,000 of units
of the Company’s securities, with an option to purchase up to an additional
$6,000,000 of units, until December 31, 2011. The completion date of
December 31, 2011, may be extended for an additional 12 months at the discretion
of either the Company or Tobermory.
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.
16
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
Joint
Venture Agreement
On
October 19, 2009, the Company entered into a Joint Venture Agreement (the “JV
Agreement”) with Trinity Alps Resources, Inc. (“Trinity Alps”), whereby the
Company will contribute up to a total of $2,000,000 over a period of two years
in order to obtain a 75 percent ownership interest in the entities owning and
operating certain mineral claims and property for the production of gold
covering approximately 950 acres in Northern California. The Company
paid to Trinity Alps the aggregate sum of $125,000, in part, as a signing fee
and, in part, for the exclusivity period to negotiate a definitive agreement
pursuant to the parties’ non-binding letter of intent, which funds will go
toward the ultimate $2,000,000 to be contributed by the Company to obtain its 75
percent interest. Under the terms of the Venture Agreement, the
Company will contribute an additional $150,000 at closing and $150,000 within
three months of closing (collectively, the “First Semester Payment”), as well as
$300,000 within six months of closing (the “Second Semester
Payment”). Both the First Semester Payment and Second Semester
Payment shall be included in the aggregate sum of $2,000,000 to be contributed
by the Company no later than two years from closing, to obtain its 75 percent
interest.
In
furtherance of the JV Agreement, the parties intend to form two entities to hold
and operate the mineral claims, respectively. The Company shall
receive an immediate 7 percent ownership stake in each of such entities in
exchange for its initial contributions, and thereafter, will incrementally
increase its ownership interest by 1 percent for each additional $40,000
contributed. Once such increases reach 40 percent, the Company shall
be capped at a 40 percent ownership interest level in each entity until the full
$2,000,000 is contributed and earmarked for expenditure with respect to the
properties, at which point, the Company’s ownership interest shall automatically
increase to 75 percent in each entity.
Further,
and as an additional inducement for Trinity Alps to enter into the Transaction,
the Company shall, at closing, issue to Trinity Alps 2,000,000 shares of the
Company’s common stock and warrants to purchase an additional 2,000,000 shares
of common stock Such shares and warrants will be held in trust, and issued in
increments of 500,000 shares and warrants, respectively, at certain intervals
following the closing.
Additionally,
in accordance with the terms of the JV Agreement, the Company will grant Trinity
Alps the right to designate such number of individuals to the Company’s Board of
Directors as to constitute one-third of the full membership of the Board during
the term of the Venture Agreement. After the completion of the term
of the Venture Agreement, the number of individuals designated by Trinity Alps
as members of the Board of Directors of the Company may be reduced from
one-third to one-fifth of the full membership of the Board.
17
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
On
December 8, 2009, the Company closed the JV Agreement with Trinity
Alps. At closing, the Company (1) contributed $150,000 to an escrow
account for the benefit of Trinity Alps, and (2) issued 2,000,000 shares of the
Company’s common stock and warrants to purchase an additional 2,000,000 shares
of the common stock to Trinity Alps.
(12)
|
Recent
Accounting Pronouncements
|
On
December 4, 2007, the FASB issued FASB Statement No. 160, (FASB ASC 810-10)
“Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No.
51”. SFAS No. 160 (FASB ASC 810-10) establishes new accounting
and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary. Specifically, this statement
requires the recognition of a noncontrolling interest (minority interest) as
equity in the consolidated financial statements and separate from the parent’s
equity. The amount of net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income
statement. SFAS No. 160 (FASB ASC 810-10) clarifies that changes in a
parent’s ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains its controlling
financial interest. In addition, this statement requires that a
parent recognize a gain or loss in net income when a subsidiary is
deconsolidated. Such gain or loss will be measured using the fair
value of the noncontrolling equity investment on the deconsolidation
date. SFAS No. 160 (FASB ASC 810-10) also includes expanded
disclosure requirements regarding the interests of the parent and its
noncontrolling interest.
SFAS No.
160 (FASB ASC 810-10) is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008. Earlier
adoption is prohibited. The management of First Liberty Power Corp.
does not expect the adoption of this pronouncement to have a material impact on
its financial statements.
In March
2008, the FASB issued FASB Statement No. 161, (FASB ASC 815) “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement
133”. SFAS No. 161 (FASB ASC 815) 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 (FASB ASC 815) requires:
|
·
|
disclosure
of the objectives for using derivative instruments be disclosed in terms
of underlying risk and accounting
designation;
|
18
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
|
·
|
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 (FASB ASC 815) is effective for fiscal years and interim periods beginning
after November 15, 2008. Earlier application is
encouraged. The management of First Liberty Power Corp. does not
expect the adoption of this pronouncement to have a material impact on its
financial statements.
On May 9,
2008, the FASB issued FASB Statement No. 162, (FASB ASC 105) “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS No. 162 (FASB ASC 105) 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 (FASB ASC 105), 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 (FASB ASC 105) 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).
|
19
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
|
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 (FASB ASC 105) 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 First Liberty Power Corp. does not expect the adoption of this
pronouncement to have a material impact on its financial
statements.
On May
26, 2008, the FASB issued FASB Statement No. 163, (FASB ASC 944) “Accounting for Financial Guarantee
Insurance Contracts”. SFAS No. 163 (FASB ASC 944) 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 (FASB ASC 944) 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 (FASB ASC 944)
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 (FASB ASC 944) 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 (FASB ASC 944). Except for those
disclosures, earlier application is not permitted. The management of
First Liberty Power Corp. does not expect the adoption of this pronouncement to
have material impact on its financial statements.
20
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
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 First Liberty Power Corp. 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.
|
21
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
|
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.
|
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 First Liberty Power Corp. 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 requirements 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 First Liberty Power Corp. does not expect the adoption of this
pronouncement to have a material impact on its financial
statements.
In June
2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation
No. 46(R)". SFAS No. 167 (FASB ASC 810) amends certain requirements of
FASB Interpretation No. 46(R), “Consolidation of Variable Interest
Entities” and changes how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. The determination of whether a
company is required to consolidate an entity is based on, among other things, an
entity’s purpose and design and a company’s ability to direct the activities of
the entity that most significantly impact the entity’s economic
performance.
This
statement is effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009. The management of
First Liberty Power Corp. does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
22
AMERICAN
SIERRA GOLD CORP.
(FORMERLY
C.E. ENTERTAINMENT, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2010, AND 2009
(Unaudited)
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 First Liberty Power Corp. does not expect
the adoption of this pronouncement to have a material impact on its financial
statements.
23
Item
2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
Forward
Looking Statements
Except
for historical information, the following Management’s Discussion and Analysis
contains forward-looking statements based upon current expectations that involve
certain risks and uncertainties. Such forward-looking statements include
statements regarding, among other things, (a) discussions about mineral
resources and mineralized material, (b) our projected sales and profitability,
(c) our growth strategies, (d) anticipated trends in our industry, (e) our
future financing plans, (f) our anticipated needs for working capital, (g) our
lack of operational experience and (h) the benefits related to ownership of our
common stock. Forward-looking statements, which involve assumptions
and describe our future plans, strategies, and expectations, are generally
identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of
these words or other variations on these words or comparable
terminology. This information may involve known and unknown risks,
uncertainties, and other factors that may cause our actual results, performance,
or achievements to be materially different from the future results, performance,
or achievements expressed or implied by any forward-looking
statements. These statements may be found under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
“Description of Business,” as well as in this Report
generally. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under “Risk Factors” and
matters described in this Report generally. In light of these risks
and uncertainties, there can be no assurance that the forward-looking statements
contained in this Report will in fact occur as projected.
In this
quarterly report, unless otherwise specified, all dollar amounts are expressed
in United States dollars. All references to “common shares” refer to the common
shares in our capital stock. As used in this quarterly report, the
terms “we,” “us,” and “our” mean American Sierra Gold Corp., unless otherwise
indicated.
Overview
We are a
precious metal mineral acquisition, exploration and development company, formed
in Nevada on January 30, 2007. At the time of our incorporation, we
were incorporated under the name “C.E. Entertainment, Inc.,” and our original
business plan was to engage in the sales and marketing of Ukrainian classical
music. On May 19, 2009, we changed our name to American Sierra Gold
Corp. by way of a merger with our wholly owned subsidiary, American Sierra Gold
Corp., that was formed solely for the purpose of changing our
name. In addition to the name change, we changed our intended
business purpose to that of precious metal mineral exploration, development and
production. Further, effective May 19, 2009, we effected a 40 for 1
forward stock split of our issued and outstanding common stock. As a
result, our authorized capital increased from 50,000,000 shares of common stock,
$0.001 par value per share, to 2,000,000,000 shares of common stock, $0.001 par
value per share. Unless specifically stated otherwise, all share
amounts referenced herein, will refer to post-forward stock split share
amounts.
Our
primary business focus is to acquire, explore and develop gold properties in
North America. Currently, we are developing two
projects. The first is the Urique Project in Sierra Madre, Mexico,
located on a 71,334 acre property on the Sierra Madre gold belt, which has a
significant history of gold and silver discovery and production. We currently
have a 90% interest in 11 concessions in the Urique Project.
The
second project is the Discovery Day Gold Project. On October 19,
2009, we entered into a final joint venture agreement with Trinity Alps
Resources, Inc. to acquire a 75% stake in the high-grade Discovery Day Gold
Project by investing $2 million in the property over a period of 2
years. In addition, we agreed to issue 2 million shares and 2 million
5-year warrants of our stock to Trinity Alps Resources, Inc. over the same
period. The Discovery Day Gold Project covers over 950 acres and
controls the entire Knownothing Mining District in northern California. This
mining district includes four principal mines - the Gilta, Discovery Day,
Hansen, and Knownothing along with several other smaller mines and
prospects.
We
are an exploration stage company with limited operations and no
revenues from our business activities.
The
following is a discussion and analysis of our plan of operation for the quarter
ended January 31, 2010, and the factors that could affect our future financial
condition and plan of operation.
Going
Concern Consideration
Our
registered independent auditors included an explanatory paragraph in their
report on our financial statements as of and for the periods ended July 31,
2009, and July 31, 2008, regarding concerns about our ability to continue as a
going concern.
Due to
this doubt about our ability to continue as a going concern, management is open
to new business opportunities, which may prove more profitable to our
shareholders. Historically, we have been able to raise a limited amount of
capital through private placements of our equity stock, but we are uncertain
about our continued ability to raise funds privately. If we are
unable to secure adequate capital to continue our acquisition and exploration
efforts, our business may fail and our stockholders may lose some or all of
their investment.
Results
of Operations
Three-months ended January
31, 2010 compared to the three-months ended January 31, 2009
We had a
net loss of $192,419 for the quarter ended January 31, 2010, which was $185,978
greater than the net loss of $6,441 for the quarter ended January 31,
2009. The significant change in our results over the two periods is
primarily the result of increases in legal fees, accounting fees, consulting
expenses, investor relations, insurance, office rent, transfer agent fees,
filing fees, interest expenses, joint-venture losses and a mineral property
write-off. These increases were partially offset by decreases in amortization
expenses.
The
following table summarizes key items of comparison and their related increase
(decrease) for the quarters ended January 31, 2010, and 2009:
25
Three-Months
Ended
|
||||||||||||
January 31,
|
Increase
|
|||||||||||
2010
|
2009
|
(Decrease)
|
||||||||||
Revenues
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Expenses:
|
||||||||||||
Exploration
Costs
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
General
and Administrative -
|
||||||||||||
Legal
Fees
|
82,397
|
2,775
|
79,622
|
|||||||||
Accounting
Fees
|
3,750
|
2,000
|
1,750
|
|||||||||
Transfer
Agent Fees
|
2,008
|
300
|
1,708
|
|||||||||
Consulting
Fees
|
40,000
|
-
|
40,000
|
|||||||||
Filing
Fees
|
267
|
-
|
267
|
|||||||||
Insurance
|
3,495
|
-
|
3,495
|
|||||||||
Investor
Relations
|
20,995
|
-
|
20,995
|
|||||||||
Office
Rent and Miscellaneous
|
5,712
|
941
|
4,771
|
|||||||||
Amortization
|
-
|
425
|
(425)
|
|||||||||
Bank
Fees
|
561
|
-
|
561
|
|||||||||
Total
G & A Expenses
|
$
|
159,185
|
$
|
6,441
|
$
|
152,744
|
||||||
(Loss)
from Operations
|
(159,185
|
)
|
(6,441
|
)
|
(152,744
|
)
|
||||||
Write-Off
Mineral Property Acquisition Costs
|
(25,000
|
)
|
-
|
(25,000
|
)
|
|||||||
Loss
in Joint-Venture
|
(5,773
|
)
|
-
|
(5,773
|
)
|
|||||||
Interest
(Expense)
|
(2,461
|
)
|
(2,461
|
)
|
||||||||
Net
(Loss)
|
$
|
(192,419
|
)
|
$
|
(6,441
|
)
|
$
|
(185,978
|
)
|
Liquidity
And Capital Resources
Our
balance sheet as of January 31, 2010, reflects assets of
$3,601,621. We had cash in the amount of $316,716 and a working
capital deficit in the amount of $67,389 as of January 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
January 31,
2010
|
At
July 31,
2009
|
||||||
Current
assets
|
$
|
337,909
|
$
|
27,520
|
||||
Current
liabilities
|
405,298
|
310,754
|
||||||
Working
capital
|
$
|
(67,389
|
)
|
$
|
(283,234
|
)
|
We
anticipate generating losses and, therefore, may be unable to continue
operations in the future. If we require additional capital, we would have to
issue debt or equity or enter into a strategic arrangement with a third
party.
26
Six-Months Ended
|
||||||||
January 31,
|
||||||||
2010
|
2009
|
|||||||
Net
Cash Provided by (Used in) Operating Activities
|
$
|
(220,010
|
)
|
$
|
(14,286
|
)
|
||
Net
Cash Provided by (Used in) Investing Activities
|
(406,598
|
)
|
-
|
|||||
Net
Cash Provided by Financing Activities
|
910,031
|
12,125
|
||||||
Net
Increase in Cash
|
$
|
283,423
|
$
|
(2,161)
|
Operating
Activities
Net cash
flow used in operating activities during the six-months ended January 31, 2010
was $220,010 – an increase of $205,724 from the $14,286 net cash outflow during
the six-months ended January 31, 2009.
Investing
Activities
The
primary driver of cash used in investing activities was capital spending in the
acquisition and development of mineral properties, namely the Urique Property
and the Discovery Day Property.
Cash used
in investing activities during the six-months ended January 31, 2010 was
$406,598, which was an increase of $406,598 from the $0 of cash used in
investing activities during the six-months ended January 31,
2009. This increase in the cash used in investing activities was
primarily due to the acquisition of the Discovery Day Property and the Urique
Property.
Financing
Activities
Financing
activities during the six-months ended January 31, 2010, provided $910,031 to
us, an increase of $897,906 from the $12,125 provided by financing activities
during the six-months ended January 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
A. Urique
Property
On April
20, 2009, we entered into a property option agreement with Yale Resources Ltd.
(“Yale”), in which we were granted two exclusive options to acquire undivided
legal and beneficial interests of up to 100% of eleven mining concessions in
Sierra Madre, Mexico (the Urique Project). To exercise the first
option, we must do the following:
27
(a)
|
Make
the following payments to Yale:
|
|
1.
|
An
initial payment of $300,000 (previously paid);
|
|
2.
|
$250,000
on or before April 30, 2011; and
|
|
3.
|
$250,000
on or before April 30, 2012.
|
(b)
|
Fund
the following expenditures:
|
|
1.
|
$50,000
prior to April 30, 2010 (previously paid);
|
|
2.
|
$500,000
prior to April 30, 2011;
|
|
3.
|
$800,000
prior to April 30, 2012; and
|
|
4.
|
$1,000,000
prior to April 30, 2013.
|
(c)
|
Make
the following additional payments:
|
|
1.
|
$50,000
upon successful completion of a National Instrument 43-101 compliant
technical report (previously paid);
|
|
2.
|
$50,000
upon successful completion of the first year’s work
program;
|
|
3.
|
$70,000
on or before April 30, 2011;
|
|
4.
|
$70,000
on or before April 30, 2012; and
|
|
5.
|
$70,000
on or before April 30, 2013.
|
Provided
we exercise the first option, we can exercise the second option by doing the
following:
(a)
|
Issuing
to Yale an additional 500,000 shares of common stock;
|
(b)
|
Completing
sufficient drilling in order to calculate a resource estimate on or before
the seventh anniversary of the effective date of the property option
agreement; and
|
(c)
|
Paying
to Yale $0.75 for every equivalent ounce of silver identified from the
resource estimate prepared for the
property.
|
The
Urique property consists of 71,334 acres on the Sierra Madre gold belt, which
has a significant history of gold and silver discovery and production.
Exploration operations on the property are ongoing as of the date of this report
and consist mainly of sampling, surveying and mapping. Operations are being
carried out by Yale.
B. Discovery Day
Property
On
October 19, 2009, we entered into a Joint Venture Agreement with Trinity Alps
Resources, Inc. (“Trinity Alps”), whereby the Company has the ability to
contribute up to a total of $2,000,000 over a period of two years in order to
obtain a 75% ownership interest in the entities owning and operating the mining
claims and property known as the Discovery Day Gold Project, which covers over
950 acres and controls the entire Knownothing Mining District in Northern
California. The transaction closed on December 8, 2009.
The
Discovery Day Property covers over 950 acres and controls the entire Knownothing
Mining District. The property is located approximately eight miles south of
Forks of Salmon, Siskiyou County, Northern California. This mining district
includes four principal mines - the Gilta, Discovery Day, Hansen, and
Knownothing along with several other smaller mines and prospects. Exploration
operations on the property are ongoing and consist of sampling, surveying and
mapping. Operations are being carried out by Gold Run Enterprises,
LLC.
Purchase Or Sale Of
Equipment
We do not
expect to purchase or sell any plant or significant equipment.
Revenues
We had no
revenues for the quarter ended January 31, 2010.
28
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
Item
3. Quantitative
and Qualitative Disclosures About Market Risk
Not
Applicable.
Item
4T. Controls and
Procedures
Evaluation
of Disclosure Controls and Procedures
Our
management evaluated, with the participation of our Chief Executive Officer and
Chief Financial Officer, the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) as of the end of the period covered
by this Quarterly Report on Form 10-Q. Based on this evaluation, our
Chief Executive Officer and our Chief Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that information we
are required to disclose in reports that we file or submit under the Securities
Exchange Act of 1934 (i) is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules and
forms, and (ii) is accumulated and communicated to our management, including our
Chief Executive Officer and our Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. Our disclosure
controls and procedures are designed to provide reasonable assurance that such
information is accumulated and communicated to our management. Our
disclosure controls and procedures include components of our internal control
over financial reporting. Management’s assessment of the
effectiveness of our internal control over financial reporting is expressed at
the level of reasonable assurance that the control system, no matter how well
designed and operated, can provide only reasonable, but not absolute, assurance
that the control system’s objectives will be met.
Changes
in Internal Controls Over Financial Reporting
There
have been no changes in our internal controls over financial reporting that
occurred during the period covered by this quarterly report, that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal
Proceedings
We
may be involved from time to time in ordinary litigation, negotiation and
settlement matters that will not have a material effect on our operations or
finances. We are not aware of any pending or threatened litigation
against us or our officers and directors in their capacity as such that could
have a material impact on our operations or finances.
29
Item
1A. Risk
Factors
Not
Applicable.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
As
previously disclosed on the Company’s Current Report on Form 8-K filed with the
SEC on December 14, 2009, the Company’s joint venture agreement with Trinity
Alps Resources, Inc. formally closed (the “Closing”). In connection
with the Closing, on December 30, 2009, the Company issued 300,000 shares of
Company common stock (the “Shares”) to George Drazenovic for his services to the
Company in facilitating the joint venture. The Shares were
issued in reliance upon certain exemptions from the registration requirements of
the Securities Act of 1933, as amended, afforded by Regulation S promulgated
thereunder.
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
Exhibit
No.
|
Description
|
|
3.1
|
Articles
of Incorporation (1)
|
|
3.2
|
Bylaws
(1)
|
|
3.3
|
Articles
of Merger (2)
|
|
3.4
|
Certificate
of Change Pursuant to Nevada Revised Statutes Section 78.209 (2)
|
|
10.1
|
Form
of Subscription Agreement (3)
|
|
10.2
|
Consulting
Agreement with Johannes Petersen (4)
|
|
10.3
|
Share
Issuance Agreement (5)
|
|
10.4
|
Joint
Venture Agreement between the Company and Trinity Alps Resources,
Inc.
(6)
|
|
10.5
|
Amendment
No. 1 to Joint Venture Agreement*
|
|
10.6
|
Form
of Warrant*
|
|
10.7
|
Operating
Agreement – Gold Run Enterprises, LLC*
|
|
10.8
|
Operating
Agreement – Bowerman Holdings, LLC*
|
|
10.9
|
Form
of Subscription Agreement with Tobermory Holding Ltd. (7)
|
|
31.1
|
Certification
by the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
|
31.2
|
Certification
by the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of
2002*
|
32
|
Certification
by the Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002*
|
*
|
Filed
herewith
|
(1)
|
Incorporated
by reference from Form SB-2 filed with the SEC on November 7,
2007.
|
(2)
|
Incorporated
by reference from Form 8-K filed with the SEC on May 27,
2009.
|
(3)
|
Incorporated
by reference from Form 8-K filed with the SEC on September 9,
2009.
|
(4)
|
Incorporated
by reference from Form 8-K filed with the SEC on October 5,
2009.
|
(5)
|
Incorporated
by reference from Form 8-K filed with the SEC on October 13,
2009.
|
(6)
|
Incorporated
by reference from Form 10-Q filed with the SEC on December 18,
2009.
|
(7)
|
Incorporated
by reference from Form 8-K filed with the SEC on January 4,
2010.
|
31
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN
SIERRA GOLD CORP.
|
||
Date: March 22,
2010
|
By:
|
/s/
Wayne Gruden
|
Name: Wayne
Gruden
|
||
Title: Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
||
Date: March 22,
2010
|
By:
|
/s/
Johannes Petersen
|
Name: Johannes
Petersen
|
||
Title: Chief
Financial Officer
|
||
(Principal
Accounting and Financial
Officer)
|
32