-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HTnM3mVhw3fpG8kJrLzSjYDdyNKsMTmH3U37YQVPi1Yr7F1Ywa4OILM4G4YYmlBP cLoRuwqGpN028AS3YjiWEw== 0001165527-09-000427.txt : 20090622 0001165527-09-000427.hdr.sgml : 20090622 20090622172840 ACCESSION NUMBER: 0001165527-09-000427 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090430 FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SIERRA GOLD CORP. CENTRAL INDEX KEY: 0001415432 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 980528416 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52927 FILM NUMBER: 09904143 BUSINESS ADDRESS: STREET 1: 207 MARINA VISTA CITY: JOLLY HARBOUR STATE: B9 ZIP: 00000 BUSINESS PHONE: 268.726.1007 MAIL ADDRESS: STREET 1: 207 MARINA VISTA CITY: JOLLY HARBOUR STATE: B9 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: C E ENTERTAINMENT INC DATE OF NAME CHANGE: 20071017 10-Q 1 g3218a.txt QTRLY REPORT FOR THE QTR ENDED 4-30-09 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 EX-31 2 ex31.txt SECTION 302 CERTIFICATION EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER I, Wayne Gruden, certify that: 1. I have reviewed this report on Form 10-Q of American Sierra Gold Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 19, 2009 /s/ Wayne Gruden ------------------------------------------- Name: Wayne Gruden Title: President (Principal Executive and Financial Officer) EX-32 3 ex32.txt SECTION 906 CERTIFICATION EXHIBIT 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Wayne Gruden, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, American Sierra Gold Corp.'s Quarterly Report on Form 10-Q for the quarter ended April 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of American Sierra Gold Corp. Date: June 19, 2009 /s/ Wayne Gruden ------------------------------------------- Name: Wayne Gruden Title: President (Principal Executive and Financial Officer) This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that American Sierra Gold Corp. specifically incorporates it by reference. -----END PRIVACY-ENHANCED MESSAGE-----