AMNP American Sierra Gold Corporation (PK)

Commission File No.  000-52927                                                                 

AMERICAN SIERRA GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		98-0528416
(State or Other Jurisdiction		(I.R.S. Employer Identification
Of Incorporation or Organization)		Number)
1218 Third Avenue, Suite 505 Seattle, WA		98101
(Address of Principal Executive Offices)		(Zip Code)

Large accelerated filer o                                                                            Accelerated filer o

Non-accelerated filer    o                                                                            Smaller reporting company þ

PART I

ITEM 1.  BUSINESS  

DESCRIPTION OF BUSINESS

Overview

We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007.  At the time of our incorporation, we were incorporated under the name “C.E. Entertainment, Inc.,” and our original business plan was to engage in the sales and marketing of Ukrainian classical music.  On May 19, 2009, we changed our name to American Sierra Gold Corp. by way of a merger with our wholly-owned subsidiary, American Sierra Gold Corp., which was formed solely for the purpose of changing our name.  In addition to the name change, we changed our intended business purpose to that of precious metal mineral exploration, development and production.  Further, effective May 19, 2009, we conducted a 40:1 forward stock split of our issued and outstanding common stock.  As a result, our authorized capital stock 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.   Effective May 30, 2012, we conducted a 1:15 reverse stock split of our issued and outstanding stock.  As a result our authorized capital stock decreased from 2,000,000,000 shares of common stock, $0.001 par value per share, to 133,333,334 shares of common stock, $0.001 par value per share.  Unless specifically stated otherwise, all share amounts referenced herein, refer to post-reverse stock split share amounts.

On August 13, 2012 we entered into an Agreement and Plan of Merger (the “Agreement”) with our wholly-owned, American Sierra Gold Merger Corp., a Nevada corporation (“MergerSub”) and Medinah Gold Inc., a Nevada corporation (“Medinah”). Pursuant to the Agreement, Medinah will merger with and into MergerSub, each outstanding share of common stock of Medinah will be converted in the right to receive one share of our common stock. Upon conversion, each share of Medinah common stock of Medinah shall be cancelled. We plan to issue

64,061,040 of our shares to the Medinah shareholders at the close of the merger.

Mining Properties and Projects

Our primary business focus is to evaluate, acquire, explore and develop gold properties in North America.  In November 2010, we acquired and began work on one project that consists of six mineral claims in the Adams Ridge area of British Columbia, Canada (the “Adams Ridge Claims”). We are in the exploration stage with respect to the Adams Ridge Claims. Despite exploration work on the Adams Ridge Claims, we have not established that there are any mineral reserves, nor can there be any assurance that we will be able to do so.

A “mineral reserve” is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.

To obtain a Free Miner's Certificate, which is required to hold a mining claim in British Columbia, Section 8(1) of the B.C. Mineral Tenure Act (MTA) stipulates that a corporation must be registered under the British Columbia Business Corporations Act. Section 8(2) of the MTA stipulates that an individual applicant must either be a resident of Canada or be authorized to work in Canada. As the Company is not registered in British Columbia, our Adams Ridge Claims are held in trust for the Company by Carl Von Einsiedel, trustee of the BC Land Trust. The mineral title claims have been registered with the Government of British Columbia. A copy of the trust agreement is attached to this Annual Report as Exhibit 10.6 and incorporated herein by reference.

Sources of Available Mineral Resource Properties

There are at least five sources of mineral resource properties available for exploration, development and mining: (i) those on public lands; (ii) those on private fee lands; (iii) unpatented mining claims; (iv) patented mining claims; and (v) those on tribal lands.  The primary sources for acquisition of these claims are the United States government, through the Bureau of Land Management and the United States Forest Service, state and Canadian Provincial governments, tribal governments, and individuals or entities that currently hold title to or lease government and private lands.

 

 

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Private fee lands are properties that are controlled by fee-simple title by private individuals or corporations.  These properties can be controlled for mining and exploration activities by either leasing or purchasing the surface and subsurface rights from the private owner.  Unpatented mining claims located on public land owned by another entity can be controlled by leasing or purchasing the claims outright from the owners.  

Patented mining claims are claims that were staked under the General Mining Law, and through application and approval the owners were granted full private ownership of the surface and subsurface estate by the Federal government.  These properties can be acquired for exploration and mining through lease or purchase from the owners.

Tribal lands are those lands that are under control by sovereign Native American tribes.  Areas that show promise for exploration and mining can be leased or joint ventured with the tribe controlling the land. The Company currently has no mining claims on private fee lands or public land controlled by another entity.

Government Regulation and Mining Claims

Mining operations and exploration activities are subject to various federal, state, provincial and local laws and regulations in the United States and in Canada, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.

In the United States, the Federal government owns public lands that are administered by the Bureau of Land Management or the United States Forest Service. Ownership of the subsurface mineral estate can be acquired by staking a twenty (20) acre mining claim granted under the General Mining Law of 1872, as amended (the “General Mining Law”).  The Federal government still owns the surface estate even though the subsurface can be controlled with a right to extract through claim staking. As we do not currently own mineral rights on U.S. public lands, our operations are not presently subject to administration by the Bureau of Land Management or the United States Forest Service. If we acquire mineral rights located on U.S. public lands in the future, we would then become subject to such administration since the Bureau of Land Management owns and controls the surface estate on U.S. public lands.

As discussed above, in order to obtain a Free Miner's Certificate, as required British Columbia, Canada under Section 8(1) of the B.C. Mineral Tenure Act (MTA), our Adams Ridge Claims are held in trust for the Company by Carl Von Einsiedel, trustee of the BC Land Trust and registered with the Government of British Columbia.

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to us and our mineral rights. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation both in the United States and Canada. We cannot predict the extent to which these requirements will affect us or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional operating and capital expenditures due to restrictions and delays in our exploration of our resource properties. Since we are still in the exploratory stage, we do not have enough information to know which permits will be required, the specific timeframe for obtaining them, or the cost of the permitting and bonding process.

Competition and Mineral Prices

We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Given the continual increase in the value of gold, the business of acquiring, developing and/or exploring gold properties is more competitive than ever before.  Our competitors include companies with larger staffs, greater resources and equipment and, as such, those companies may be in a better position to compete for mineral properties.  This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and, if we find mineral reserves, to achieve the financing necessary for us to extract the minerals. In order to effectively compete with such companies, we need to raise a significant amount of additional capital.  The competitive nature of the operational and industry risks we face are discussed further in the item entitled “Risk Factors,” below.

 

 

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R&D Expenditures and Intellectual Property

We are not currently conducting any research and development activities. We do not currently own any patents or trademarks.  Also, we are not a party to any license or franchise agreements, concessions, royalty agreements or labor contracts arising from any patents or trademarks.  

 

Employees

As of October 23, 2012, we had no employees other than our sole director and executive officer. We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our acquisition and exploration activities. If we locate mineral reserves in connection with our Adams Ridge Claims, we may need to engage additional contractors and consider the possibility of adding permanent employees.

ITEM 1A.    RISK FACTORS  

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of the risks presented below may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all such risk factors before investing in the Company. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the price of our common stock could decline.

 

RISKS ASSOCIATED WITH OUR BUSINESS

We Have a Limited Operating History with Significant Losses and Expect Losses   to Continue for the Foreseeable Future .

We have yet generated any revenues and have incurred material net losses for the past three fiscal years.  We do not expect to generate revenues that will sustain our operations for the foreseeable future.  Our profitability depends upon finding mineral reserves and our successful commercialization of those reserves. For further discussion regarding our financial operating results, see Item 7 below entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

There Are Doubts About Our Ability to Continue as a Going Concern .

Due to recurring losses and no revenues from operations, accumulated debt and insufficient cash reserves and limited alternative sources of capital to implement our business, we may not be able to continue operating. We have generated net losses since inception, and our cash resources are insufficient to meet our planned business objectives, which together raises doubt about our ability to continue as a going concern.

We May Not Be Able to Secure Additional Financing When and as Needed .

We need significant capital to conduct exploration activities at our Adams Ridge Claims. If we obtain sufficient funding to conduct such exploration activities and if mineral reserves are found, we may not have sufficient capital available to extract the mineral reserves. Production of mineral reserves will require skilled geologists, mappers, drillers, engineers and other technical personnel, which will require adequate funding.

Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all.  From time to time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes.  We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding.  If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing shareholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing shareholders.  If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends.  Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations.

 

 

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Our Lack of Diversification Will Increase the Risk of an Investment in the Company, and Our Financial Condition and Results of Operations May Deteriorate If We Fail to Diversify.

Our business focus is on the mining of precious minerals industry in a limited number of claims in British Columbia, Canada. Larger companies have the ability to manage their risk by diversification. However, we lack diversification, in terms of both the nature and geographic scope of our business. As a result, we will likely be impacted more acutely by factors affecting our industry or the regions in which we operate than we would if our business were more diversified, enhancing our risk profile. If we do not diversify our operations, our financial condition and results of operations could deteriorate.

We May Not Have Access to the Supplies and Materials Needed for Exploration, Which Could Cause Delays or Suspension of Our Operations .

If we are able to commence exploration activities, competitive demands for contractors and unforeseen shortages of supplies and/or equipment could result in the disruption of such activities.  Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times in our exploration programs. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of them until equipment, supplies, funds and/or skilled manpower can be obtained.

An Unsuccessful Material Strategic Transaction or Relationship Could Result in Operating Difficulties and Other Harmful Consequences to Our Business .

We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions and relationships with third parties.  From time to time, we may engage in discussions regarding potential acquisitions or joint ventures. Any of these transactions could be material to our financial condition and results of operations, and the failure of any of these material relationships and transactions may have a material negative financial impact on our business and our results of operations.

Subsequent to year ended July 31, 2010, the Company abandoned its mineral property interests and joint venture project with Trinity Alps Resources, Inc.

 

RISKS ASSOCIATED WITH OUR INDUSTRY

Environmental Controls Could Curtail or Delay Exploration and, If Mineral Reserves are Found, Development of   Our Mines and Impose Significant Costs on Us .

We are required to comply with numerous environmental laws and regulations imposed and enforced by foreign, federal, provincial, state and local authorities.  At the federal level, legislation such as the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation Liability Act and the National Environmental Policy Act impose effluent and waste standards, performance standards, air quality and emissions standards and other design or operational requirements for various components of mining and mineral processing, including gold and silver mining and processing.  In addition, insurance companies are now requiring additional cash collateral from mining companies in order for the insurance companies to issue a surety bond.  This addition of cash collateral for a bond could have a significant impact on our ability to bring properties into production.

 

Many states have also adopted regulations that establish design, operation, monitoring, and closing requirements for mining operations.  Under these regulations, mining companies are required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of mining operations.  Additionally, Nevada and other states require mining operations to obtain and comply with environmental permits, including permits regarding air emissions and the protection of surface water and groundwater.  Although we believe that the mining properties we currently have an interest in are in compliance with applicable federal and state environmental laws, changes in those laws and regulations may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, and if we find mineral reserves, development and production activities.  Any of these results could force us to curtail or cease our business operations.

Development and Operation of Mining Projects Involve Numerous   Uncertainties .

Mine development projects typically require a number of years and significant expenditures during the development phase before production is possible.

 

 

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Mining development projects are subject to the completion of successful feasibility studies, issuance of necessary governmental permits and receipt of adequate financing. The economic feasibility of development projects is based on many factors such as:

•	estimation of reserves;

•	anticipated metallurgical recoveries;

•	future gold and silver prices; and

•	anticipated capital and operating costs of such projects.

If mineral reserves are found, our mine development projects may have limited relevant operating history upon which to base estimates of future operating costs and capital requirements.  Estimates of proven and probable reserves and operating costs determined in feasibility studies are based on geologic and engineering analyses.

Any of the following events, among others, could affect the profitability or economic feasibility of a project:

•	unanticipated changes in grade and tonnage of material to be mined and processed;

 

•	unanticipated adverse geotechnical conditions;

•	incorrect data on which engineering assumptions are made;

•	costs of constructing and operating a mine in a specific environment;

•	availability and cost of processing and refining facilities;

•	availability of economic sources of power;

•	adequacy of water supply;

•	adequate access to the site;

•	unanticipated transportation costs;

•	government regulations (including regulations relating to prices, royalties, duties, taxes, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands);

•	fluctuations in metal prices; and

•	accidents, labor actions and force majeure events.

Any of the above referenced events may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, development and production activities.  Any of these results could force us to curtail or cease our business operations.

 

 

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Mineral Exploration is Highly Speculative, Involves Substantial Expenditures,   and is Frequently Non-Productive .

Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful.  Few prospects that are explored end up being ultimately developed into producing mines.  To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs.  We cannot assure you that our mineral exploration efforts will be successful.  The risks associated with mineral exploration include:

•	the identification of potential economic mineralization based on superficial analysis;

•	the quality of our management and our geological and technical expertise; and

•	the capital available for exploration and development.

 

Substantial expenditures are required to determine if a project has economically mineable mineralization.  It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities.  Because of these uncertainties, our current and future exploration programs may not result in the discovery of reserves, the expansion of our existing reserves or the further development of our mines.

The Prices of Gold and Silver are Highly Volatile And A Decrease in the   Price of Gold or Silver Would Have A Material Adverse Effect on Our Business .

The profitability of mining operations is directly related to the market prices of metals.  The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions.  Price fluctuations of metals from the time development of a mine is undertaken to the time production can commence can significantly affect the profitability of a mine.  Accordingly, we may begin to develop one or more of our mining properties at a time when the price of metals makes such exploration economically feasible and, subsequently, incur losses because the price of metals decreases.  Adverse fluctuations of the market prices of metals may force us to curtail or cease our business operations.

Insurance Costs Could Have an Adverse Effect on Our Profitability .

Our operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as unusual or unexpected geological formations, environmental pollution, personal injuries, flooding, cave-ins, changes in technology or mining techniques, periodic interruptions because of inclement weather and industrial accidents.  Although maintenance of insurance to ameliorate some of these risks is part of our proposed exploration program associated with those mining properties we have an interest in, such insurance may not be available at economically feasible rates or in the future be adequate to cover the risks and potential liabilities associated with exploring, owning and operating our properties.  Either of these events could cause us to curtail or cease our business operations.

Due to the Uncertain Nature of Exploration, There is a Substantial Risk That We May Not Find Economically Exploitable Reserves of Gold and/or Silver .

The search for valuable minerals is an extremely risky business. We do not know whether the claims and properties that we have optioned contain commercially exploitable reserves of gold and/or silver.  The likelihood of success must be considered in light of the costs, difficulties, complications, problems and delays encountered in connection with the exploration of mineral properties.  These potential problems include, but are not limited to, additional costs and unanticipated delays and expenses that may exceed current estimates.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop the property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

 

 

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We Face Significant Competition in the Mineral Exploration Industry .

We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do in connection with the acquisition of exploration properties and leases on prospects and properties and in connection with the recruitment and retention of qualified personnel.  Such competition may result in our being unable to acquire interests in economically viable gold and silver exploration properties or qualified personnel.

Our Applications for Exploration Permits May Be Delayed or May Be Denied in the Future .

Exploration activities usually require the granting of permits from various governmental agencies.  For exploration drilling on unpatented mineral claims, a drilling plan must be filed with the Bureau of Land Management or the United States Forest Service, which may then take several months or more to grant the requested permit. Similar permits are required in Canada.  Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities can be undertaken.  Prehistoric or Indian grave yards, threatened or endangered species, archeological sites or the possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional permits before exploration activities can commence.  With all permitting processes, there is the risk that unexpected delays and excessive costs may be experienced in obtaining required permits or the refusal to grant required permits may not be granted at all, all of which may cause delays and unanticipated costs in conducting planned exploration activities.  Any such delays or unexpected costs in the permitting process could result in serious adverse consequences to the price of our stock and to the value of your investment.

RISKS ASSOCIATED WITH OUR COMMON STOCK

Our Common Stock Is Quoted on the OTCBB, Which May Have an Unfavorable Impact on Our Stock Price and Liquidity.

Our common stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”).  The OTCBB is a significantly more limited market than the New York Stock Exchange or NASDAQ system. The OTCBB market is an inter-dealer market much less regulated than the major exchanges and, therefore, our traded shares of common stock are subject to abuses, volatility and shorting. Thus, there is currently no broadly followed and established trading market for our common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there, which may make it difficult to sell your shares of our common stock within any particular time period, for an acceptable price, or at all. Our common stock is considered highly speculative and there is no certainty that our common stock will continue to be listed for trading on the OTCBB or on any other form of quotation system or stock exchange.

The Market Price of Our Common Stock is Highly Volatile, Which Could Hinder Our   Ability to Raise Additional Capital .

The market price of our common stock has been and is expected to continue to be highly volatile.  Factors, including regulatory matters, concerns about our financial condition, operating results, litigation, government regulation, developments or disputes relating to agreements, title to our properties or proprietary rights, may have a significant impact on the market price of our stock.  In addition, potential dilutive effects of future sales of shares of common stock by shareholders and by us, and subsequent sale of common stock by the holders of warrants and options could have an adverse effect on the price of our securities, which could hinder our ability to raise additional capital to fully implement our business, operating and development plans.

Penny Stock Regulations Affect Our Stock Price, Which May Make It More   Difficult For Investors to Sell Their Stock .

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC.  Penny stocks generally are equity securities with a price per share of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market.  The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  Our securities are subject to the penny stock rules, and investors may find it more difficult to sell their securities.

 

 

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The Existence of Indemnification Rights to Our Directors and Officers May Result in Substantial Expenditures by the Company and May Discourage Lawsuits Against Our Directors and Officers.

Our organizational documents contain provisions that limit the liability of our Directors for monetary damages and provide for indemnification of our executive officers and Directors. These provisions may discourage shareholders from bringing a lawsuit against our Directors and officers for breaches of fiduciary duty and may also reduce the likelihood of derivative litigation against our Directors and officers even though such action, if successful, might otherwise have benefited the shareholders. In addition, a shareholder’s investment in the Company may be adversely affected to the extent that costs of settlement and damage awards against our officers or Directors are paid by the Company pursuant to the indemnification provisions in the Company’s governing documents. The impact on a shareholder’s investment in terms of the cost of defending a lawsuit may deter the shareholder from bringing suit against one of our officers or directors.  We have been advised that the United States Securities and Exchange Commission (“SEC”) takes the position that these provisions do not affect the liability of any officer or director under applicable federal and state securities laws.

ITEM 1B.  UNRESOLVED STAFF COMMENTS  

None.

ITEM 2.  PROPERTIES  

Business Offices

On October 1, 2009, the Company entered into an operating lease agreement for office space with an unrelated third party.  The quarterly lease rate was $319.  Rent expense for the year ended July 31, 2010, was $1,317. The Company terminated this lease commitment in May 2010.

Shortly thereafter, the Company made arrangements to use space occupied by Mr. James Vandeberg, Director and officer of the Company. The Company paid $500 per month for use of this space as its principal corporate offices from January 1, 2011 to July 31, 2011. Since then Mr. Vandeberg has been donating his office space for use by the Company.  The Company plans to use space provided by Mr. Vandeberg until it is no longer suitable for its operations or circumstances demand otherwise.

ITEM 3.  LEGAL PROCEEDINGS  

We are not aware of any pending or threatened legal proceedings against us or our officers and directors in their capacity as such.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  

No matters were submitted to a vote of our shareholders during the fourth quarter of fiscal year ended July 31, 2012.

 

 

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PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES  

Our common stock has traded on the Over-the-Counter Bulletin Board (“OTCBB”) since October 12, 2009, initially under the symbol “CENI.OB”. Our common stock currently trades under the symbol “AMNP.OB.”  The following table represents the range of the high and the low closing prices, as quoted on the OTC Bulletin Board for each fiscal quarter during the fiscal years ended July 31, 2012 and July 31, 2011, respectively.  These quotations represent prices between dealers, and may not include retail mark-ups, markdowns or commissions, and may not necessarily represent actual transactions.

Fiscal year ended July 31, 2012		High Bid				Low Bid
October 31, 2011		$	0.38			$	0.23
January 31, 2012		$	0.19			$	0.04
April 30, 2012		$	0.08			$	0.03
July 31, 2012*		$	0.20			$	0.02
*The Company effectuated a 1:15 stock split on June 15, 2012.

Fiscal year ended July 31, 2011		High Bid				Low Bid
October 31, 2010		$	0.14			$	0.05
January 31, 2011		$	0.76			$	0.65
April 30, 2011		$	0.41			$	0.34
July 31, 2011		$	0.20			$	0.16

Dividends

We have neither declared nor paid any cash dividends on our capital stock and do not anticipate paying cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance our operations. Our Board of Directors will determine future declaration and payment of dividends, if any, in light of our then-current financial condition.

Securities Authorized for Issuance under Equity Compensation Plans

As of July 31, 2012, we have not granted any stock options or authorized securities for issuance under an equity compensation plan.

Holders

As of October 23, 2012, we had approximately 10 holders of record of common stock and 6,391,740 shares of our common stock were issued and outstanding, with no additional shares reserved for issuance.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities during the year ending July 31, 2012.

 

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ITEM 6.  SELECTED FINANCIAL DATA  

This information is not required because we are a smaller reporting company.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

Overview

We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007. Our primary business focus is to acquire, explore and develop gold properties in North America. As discussed previously in this Annual Report, we recently acquired six mineral claims in the Adams Ridge area of British Columbia. The Adams Ridge Claims are the only claims we own. We are in the exploration stage with limited operating history and no revenues from our business activities.

On May 19, 2009, we conducted a 40:1 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.

On May 30, 2012, we conducted a one (1) new for fifteen (15) old reverse stock split of our issued and outstanding shares of common stock on the Over-the-Counter Bulletin Board. As a result, our authorized capital decreased from 2,000,000,000 shares of common stock to 133,333,334 shares of common stock and the issued and outstanding decreased from 91,253,626 shares of common stock to 6,391,730 shares of common stock, all with a par value of $0.001. Unless specifically stated otherwise, all share amounts referenced in this Item 7 will refer to post-forward stock split share amounts.

For additional information on our business, please see Part 1, Item 1 “Business Overview” of this Annual Report.

The following is a discussion and analysis of our plan of operation for the year ended July 31, 2012, and the factors that could affect our future financial condition and plan of operation.

Going Concern Consideration

The Company’s financial statements in this Annual Report have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has no revenues and has accumulated losses since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity and/or debt financing, and the attainment of profitable operations. The financial statements contained in this Annual Report do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

Due to the doubt about our ability to continue as a going concern, we may in the future explore new business opportunities that we believe would be beneficial to our stockholders. 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 activities, our business may fail and our stockholders may lose some or all of their investment.

Impact of Inflation

Since our inception in 2007, inflation has not had a material effect on our revenues.

Recent Accounting Pronouncements

Disclosure regarding recent accounting pronouncements is contained in Note 12 to our Notes to Financial Statements contained in this Annual Report, which disclosure is incorporated herein by reference.

 

 

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CRITICAL ACCOUNTING POLICIES

Mineral property acquisition, exploration and related costs are expensed as incurred unless proven and probable reserves exist and the property may commercially be mined. When it has been determined that a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and develop the property for production, may be capitalized. Interest costs, if any, allocable to the cost of developing mining properties and to constructing new facilities are capitalized until operations commence. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. All such capitalized costs, and estimated future development costs, are then amortized using the units-of-production method over the estimated life of the ore body. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations.

Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value. The Company currently does not have any capitalized mining costs and therefore no adjustments are needed.

See also Note 1 to the Notes to the Financial Statements included in this Annual Report, which disclosure is incorporated herein by reference.

RESULTS OF OPERATIONS

For ease of presentation in the following discussions of “Results of Operations” and “Liquidity and Capital Resources,” we round amounts less than one million dollars to the nearest thousand dollars and amounts greater than one million dollars to the nearest hundred thousand dollars.

Fiscal Year Ended July 31, 2012 Compared to Fiscal Year Ended July 31, 2011

Revenues

We generated no revenues during the years ended July 31, 2012 and July 31, 2011, respectively, and do not anticipate generating any revenues unless we are successful at locating commercial quantities of minerals on one or more of our Adams Ridge Claims sites, and are able to successfully extract and sell such minerals.

Net Loss

We had a net loss of $78,000 for the fiscal year ended July 31, 2012, as compared to a net gain of $276,000, for the fiscal year ended July 31, 2011. The net loss in the fiscal year ended July 31, 2012, was due to lack of revenue. The gain in 2011 resulted from forgiveness of debt.

Operating Expenses

We continued to experienced an overall decrease in our year-to-year operating expenses, which was attributable to the transactional costs related to the change in our business to a mineral exploration and development company that occurred in the fiscal year ended July 31, 2010, with no such material change to our business operations occurring during the fiscal year ended July 31, 2012.

Our operating expenses totaled $60,000 in the year ended July 31, 2012, as compared to $167,000 in the year ended July 31, 2011. The difference is attributable to reduced activities.

Our rent expenditures for the year ended July 31, 2012, totaled $0, as compared to rent expenditures of $5,500 during the period from September 2010 to July 2011. Mr. Vandeberg is currently donating use of his offices to us due to our limited cash reserves.

Interest Expense

We had total interest expense of $8,000 in the year ended July 31, 2012, compared to $6,000 in the year ended July 31, 2011.

 

 

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LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2012, we had current assets totaling $259.00 ($259.00 in cash) and total liabilities of $60,000 (all of current liabilities). Our current liabilities at July 31, 2012, consisted of accounts payable and accrued expenses of $11,000, $4,000 of related party loans $35,000 of a note payable and $9,000 of convertible notes payable. With very low cash reserves, and a working capital deficit of $5.3 million, we do not have sufficient sources of funding to enable us to carry out our stated plan of operations over the next twelve months.

In order to continue operating, we are taking steps to raise additional financing through the issuance of debt and/or equity securities, as well as exploring other options, including the possibility of entering into a strategic arrangement with a third party.

The following table shows our cash flow for the fiscal years ended July 31, 2012 and 2011, respectively.

	Year Ended
	July 31,
	2012					2011
Net Cash Provided by (Used in) Operating Activities		$	(62,118	)			(49,470	)
Net Cash Provided by (Used in) Investing Activities
Net Cash Provided by Financing Activities			51,521				45,000
Net Increase (Decrease) in Cash		$	(10,597	)			(4,470	)

Cash from Operating Activities

The increase in negative net cash flows of $12,648 was primarily due to a net loss in 2012. The net gain of $276,000 in the fiscal year ended July 31, 2011 was attributed to the forgiveness of $478,000 in indebtedness owed to a former officer of the Company.

Investing Activities

We did not make any investments in mineral properties in the fiscal year ended July 31, 2012.

Cash from Financing Activities

Our net cash flow from financing activities during the fiscal year ended July 31, 2012 was $51,521, as compared to $45,000 in the fiscal year ended July 31, 2011. We need to source additional funding from outside of the Company in order to continue operating. If equity financing is used, our stockholders will experience dilution of their ownership interests in the Company.

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 us 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 $300,000 from the date of the Share Issuance Agreement to November 10, 2009, there can be no assurances that we will receive any further funds from Tobermory. For further discussion regarding the Tobermory financing arrangement see Note 10 to our Notes to Financial Statements contained in this Annual Report, which disclosure is incorporated herein by reference.

Moving forward, we plan to seek out additional debt and/or equity financing to pay costs and expenses associated with our filing requirements with the Securities and Exchange Commission and conduct our exploration activities. We anticipate that we will need at least approximately $25,000 in financing within the next six months. The sale of additional equity securities, if undertaken by the Company and if accomplished, may result in dilution to our stockholders. We cannot assure you, however, that future financing will be available in amounts or on terms acceptable to us, or at all. If we are unable to secure adequate capital to resume our exploration efforts, it will have a material adverse affect on our financial position, our business may fail and our stockholders may lose some or all of their investment.

 

 

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Mineral Properties

Adams Ridge Project

In November 2010, we acquired a 100% undivided interest in six mineral claims in the Adams Ridge area of British Columbia, Canada totaling approximately 2,479 hectares. The Adams Ridge Claims are held in trust for us by Carl Von Einsiedel, trustee of the BC Land Trust, as required by the B.C. Mineral Tenure Act. These claims have been registered with the Government of British Columbia. For additional disclosure pertaining to the Adams Ridge Claims, see above under Item 1 (Description of Business) and Note 1 to our Notes to Financial Statements contained in this Annual Report, which disclosure is incorporated herein by reference.

Purchase or Sale of Equipment

We do not expect to purchase or sell any plant or significant equipment.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

 

 

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ITEM 7(A).      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  

We are not required to provide disclosure under this item because we are a smaller reporting company.

 

ITEM 8.  FINANCIAL STATEMENTS  

Our financial statements for the fiscal years ended July 31, 2012 and July 31, 2011 appear beginning at page F-1 of this Annual Report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND DISCLOSURE  

None.

ITEM 9A.  CONTROLS AND PROCEDURES  

Evaluation of Disclosure Controls and Procedures

Our executive officer evaluated 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 amended) as of the end of the period covered by this Annual Report.  Based on this evaluation, he 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, as amended, (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, as appropriate, to allow timely decisions regarding required disclosure.  Our disclosure controls and procedures include components of our internal control over financial reporting and, as such, are designed to provide reasonable assurance that such information is accumulated and communicated to our management.  Our executive officer’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 (see the section below in this Item 9A entitled Limitations on the Effectiveness of Internal Controls ).

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) that occurred during the three months ended July 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our executive officer does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our executive officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

This report of our executive officer shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

 

ITEM 9B.  OTHER INFORMATION  

None.

 

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  

Executive Officers and Directors

The following table sets forth the names and ages of our current director and executive officer and any directors or executive officers that served with us in the period covered by this Annual Report, and the positions held by each person.  There are no family relationships among our directors and executive officers.   To our knowledge, our Director and executive officer has not been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past five (5) years.

Name		Age		Position
James Vandeberg		68		Sole Executive Officer and Director

James Vandeberg.   Mr. Vandeberg was appointed to serve as a Director of the Company on September 16, 2010, and was elected by the Board of Directors to serve as the sole executive officer of the Company on October 20, 2010. He has been an attorney practicing in Seattle, Washington since 1996. He specializes in corporate finance with an emphasis on securities and acquisitions. Prior to practicing in Seattle, he was corporate counsel and secretary to Denny’s Inc. and Carter Hawley Hales Stores, Inc., each listed on the NYSE. He graduated from NYU Law School in 1969 where he was a Root-Tilden Scholar and holds a BA degree in accounting from the University of Washington. Mr. Vandeberg is a director of American Sierra Gold Corp., REGI US, Inc., IAS Energy, Inc. and ASAP Holdings, Inc., all of which are publicly reporting companies with capital stock traded on the OTCBB.

 

Nominations to the Board of Directors

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Board Committees

Since our Board of Directors currently consists of one member, we do not have any Board committees. As such, we have no separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Instead, our Director acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act.   In addition, our Director does not currently meet the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. Due to our small size, limited resources and capital constraints, we have not been in a position to recruit additional persons to serve on our Board of Directors and we will not be in a position to do so until we begin to generate revenue.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than 10% of a registered class of our securities to file reports of change of ownership with the SEC and furnish us with copies of all such Section 16(a) forms that are filed.

To our knowledge, based solely on review of the copies of such reports furnished to us for the year ended July 31, 2012, one (1) Form 4 report required to be filed by Mr. Wayne Gruden was not filed.

Code of Ethics

Due to our small size and limited resources, and the fact that we have one person serving as the sole Director and executive officer, we have not yet adopted a code of ethics that applies to our principal executive officer and principal accounting officer.

 

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ITEM 11.  EXECUTIVE COMPENSATION  

Summary Compensation

As discussed above, since our Board of Directors currently consists of one member, we have not established a separate compensation committee, nor therefore do we have a compensation committee charter.  Instead, our Director approves executive compensation policies and practices for himself as sole executive officer of the Company. The primary goal of our executive compensation policy is to closely align the interests of the shareholders with that of our executive officers. As such, our Director considers the important link between the Company’s financial condition, which impacts our shareholders, and the level of his compensation.

The following table sets forth information regarding all forms of compensation received by the named executive officers during the fiscal years ended July 31, 2012, and July 31, 2011, respectively:

Name and Principal Position		Year Ended July 31		Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Non-Qualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
(a)		(b)		(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
James Vandeberg Sole Officer (1)		2012		$	0			$	0				0			$	0			$	0			$	0			$	0			$	0
		2011		$	55,000			$	0				0			$	0			$	0			$	0			$	0			$	0

 

Compensation of Directors

Our Director receives reimbursement for reasonable out-of-pocket expenses for his activities as the Director of the Company and for promoting our business. From time to time we may engage him to perform services on our behalf.  In such cases, we will compensate him for his services at rates no more favorable than could be obtained from unaffiliated parties. Our Director has not received any compensation from the Company for the fiscal years ended July 31, 2012 and 2011, respectively.

Option Grants and Exercises

We have no equity incentive plan and have not granted stock options or stock awards to any person.

Employment Agreements

We do not have any employment, consulting, change-of-control or severance agreements with our executive officer.

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  

The following table sets forth information with respect to the beneficial ownership of our common stock as of October 23, 2012, by our director and executive officer, as well as each person (or group of affiliated persons) who is known by us to beneficially own 5% or more of our common stock. On October 23, 2012, we had 6,391,740   issued and outstanding shares of common stock.

 

 

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The percentages of common stock beneficially owned are reported on the basis of regulations of the United States Securities and Exchange Commission governing the determination of beneficial ownership of securities. Under these regulations, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned.

 

Person or Group		Number of Shares of Common Stock			Percent
James Vandeberg , sole executive officer and director c/o American Sierra Gold Corp. 1218 Third Avenue, Suite 505 Seattle, WA 98101			1,986,667		31	%
All Directors and Executive Officers as a Group (1 person)			1,986,667		31	%

Changes in Control

There are no understandings or agreements known by management at this time that would result in a change in control of the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

We have no equity incentive plan.

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  

Related Party Transactions

We have not entered into any reportable transaction nor are there any proposed reportable transactions in which our director and executive officer, shareholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest. The Company has, however, received funds in the form of loans from its former directors and officers as disclosed in Notes 4 and 9 of the Notes to Financial Statements attached hereto, which disclosure is incorporated herein by reference.

Director Independence

We have only one person serving as our sole Director and executive officer, and he is therefore not deemed to be independent under Rule 4200 of the National Association of Securities Dealers’ (NASD) listing standards for determining director independence.  We may seek out independent directors in the future if we are able to develop our business as planned, including generating revenue from our operations.

 

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES  

The firm of Thomas J. Harris, CPA currently serves as our independent registered public accounting firm. Our Board of Directors, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of the shareholders. Our Board of Directors considered the audit fees, audit-related fees, tax fees and other fees paid to our accountants, as disclosed below, and had determined that the payment of such fees is compatible with maintaining the independence of the accountants.

 

We do not currently have an audit committee, so our full Board of Directors serves the functions of an audit committee.

 

 

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Our financial statements for the fiscal years ended July 31, 2012 and July 31, 2011, respectively, were audited by Thomas J. Harris, CPA.

Audit Fees

The aggregate fees paid to Thomas J. Harris, CPA for the audit of our annual financial statements included in our annual reports for the years ended July 31, 2012 and July 31, 2011 and the review of our quarterly reports for such years amounted to $15,000 for fiscal 2012 and $5,250 for fiscal 2011.

Audit Related Fees

For the fiscal year ended July 31, 2012, we paid no audit related fees to either Thomas J. Harris, CPA.

Tax Fees

For the fiscal years ended July 31, 2012, and July 31, 2011, there were no fees billed to us for tax services by Thomas J. Harris, CPA.

All Other Fees

For the fiscal years ended July 31, 2012, and July 31, 2011, there were no fees billed to us by Thomas J. Harris, CPA  for accounting services other those described above. There have been no non-audit services provided by our independent registered accountants for the fiscal year ended July 31, 2012.

 

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PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES  

Financial Statements

See the index to the financial statements at the end of this Annual Report.

Exhibits

The Exhibit Index attached to this Annual Report is incorporated by reference under this Item 15.

Certain of the agreements filed as exhibits to this Annual Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
 

·	may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

·	may apply standards of materiality that differ from those of a reasonable investor; and

·	were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

 

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SIGNATURES

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

	AMERICAN SIERRA GOLD CORP.
Date: December 20, 2012		By:	/s/ James Vandeberg
		Name: James Vandeberg
		Title: Principal Executive Officer
Date: December 20, 2012		By:	/s/ James Vandeberg
		Name: James Vandeberg
		Title: Principal Accounting and Financial Officer

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

SIGNATURE		TITLE		DATE
/s/ James Vandeberg				December 20, 2012
James Vandeberg		Principal Executive Officer, Principal Accounting and Financial Officer and sole Director

 

 

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AMERICAN SIERRA GOLD CORP.

 

(FORMERLY C.E. ENTERTAINMENT, INC.)

( An Exploration Stage Enterprise )

Index to Financial Statements

JULY 31, 2012, AND 2011

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(An Exploration Stage Enterprise)

Balance Sheet

 

		July 31, 2011				Audited July 31, 2012
ASSETS
Current assets:
Cash		$	10,856			$	259
Prepaid expenses			2,500				-
Total current assets			13,356				259
Other Assets
Mining Claims			-				-
Website software			10,573				-
Total Other Assets			10,573				-
Total assets		$	23,929			$	259
LIABILITIES
Current liabilities:
Accounts payable and accrued expense		$	7,895			$	11,484
Related party loans			-				3,771
Note payable			-				35,000
Convertible Notes Payable			-				9,250
Total current liabilities			7,895				59,505
Long-term liabilities:
Convertible Notes Payable			45,000				-
Total long-term liabilities			45,000				-
Total liabilities			52,895				59,505
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 133,333,334 authorized, 68,201,843 and 6,391,730 shares issued and outstanding			68,201				6,392
Capital in excess of par value			5,034,241				5,194,550
Stock subscription payable			50,000				-
Deficit accumulated during the development stage			(5,181,408	)			(5,260,188	)
Total stockholders' equity			(28,966	)			(59,246	)
Total liabilities and stockholders' deficit		$	23,929			$	259

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(An Exploration Stage Enterprise)

Statements of Operations

Audited

 

		Year Ended July 31, 2011				Year Ended July 31, 2012				Cumulative, Inception, January 30, 2007 Through July 31, 2012
Sales		$	-			$	-			$	-
Cost of Sales			-				-				-
Gross Profit			-				-				-
General and administrative expenses:
Exploration costs			-				-				4,880
Consulting			82,827				3,344				223,671
Insurance			11,414				-				29,802
Investor relations			3,103				5,640				114,649
Legal fees			67,118				16,866				290,668
Tax and license			1,272				1,923				11,938
Bank charges			357				272				2,106
Accounting			18,949				22,904				92,117
Other office and miscellaneous			11,660				9,256				51,423
Total operating expenses			196,700				60,205				821,254
(Loss) from operations			(196,700	)			(60,205	)			(821,254	)
Other income (expense):
Interest income							-
Forgiveness of debt			478,300				-				478,300
Loss on write-off of mineral properties			-				-				(4,851,271	)
Loss on write-off of website software costs			-				(10,573	)			(12,840	)
Investment losses			-				-				(21,269	)
Interest (expense)			(6,028	)			(8,002	)			(31,854	)
Income/(Loss) before taxes			275,572				(78,780	)			(5,260,188	)
Provision/(credit) for taxes on income			-				-				-
Net Income/(loss)		$	275,572			$	(78,780	)		$	(5,260,188	)
Basic earnings/(loss) per common share		$	0.00			$	(0.01	)
Weighted average number of shares outstanding			68,201,843				6,391,730

 

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(An Exploration Stage Enterprise)

Statement of Retained Earnings/(Deficit)

Audited

 

		Common Stock								Additional Paid				Additional Paid in Capital -				Subscriptions				(Deficit) Accumulated During the
		Shares				Amount				in Capital				Warrants				Received				Development Stage				Totals
Balance, January 30, 2007			-				-				-				-				-				-				-
Common stock issued			52,000,000				52,000				(39,000	)			-				-				-				13,000
Common stock issued			30,400,000				30,400				7,600				-				-				-				38,000
Net (loss) for the period			-				-				-				-				-				(16,176	)			(16,176	)
Balance, July 31, 2007			82,400,000				82,400				(31,400	)			-				-				(16,176	)			34,824
Net (loss) for the period			-				-				-				-				-				(51,974	)			(51,974	)
Balance, July 31, 2008			82,400,000				82,400				(31,400	)			-				-				(68,150	)			(17,150	)
Common stock subscribed			-				-				-				-				137,469				-				137,469
Net (loss) for the period			-				-				-				-				-				(42,980	)			(42,980	)
Balance, July 31, 2009			82,400,000				82,400				(31,400	)			-				137,469				(111,130	)			77,339
Common stock cancelled			(19,000,000	)			(19,000	)			19,000				-				-				-				-
Adjustment for common stock subscribed			-				-				-				-				31				-				31
Common stock issued for subscribed shares			100,000				100				74,900				-				(75,000	)			-				-
Common stock issued for subscribed shares			83,334				83				6,266				56,151				(62,500	)			-				-
Adjustment for common stock subscribed			-				-				-				-				50,000				-				50,000
Common stock issued			250,000				250				99,750				-				-				-				100,000
Common stock issued			348,837				348				32,358				267,294				-				-				300,000
Common stock issued for mineral property			2,000,000				2,000				1,658,000				1,854,942				-				-				3,514,942
Common stock issued for finder services			300,000				300				248,700				-				-				-				249,000
Common stock issued			819,672				820				51,891				447,289				-				-				500,000
Common stock issued for mineral property			100,000				100				49,900				-				-				-				50,000
Common stock issued			800,000				800				92,704				106,496				-				-				200,000
Net (loss) for the period			-				-				-				-				-				(5,345,850	)			(5,345,850	)
Balance, July 31, 2010			68,201,843				68,201				2,302,069				2,732,172				50,000				(5,456,980	)			(304,538	)
Net (loss) for the period			-				-				-				-				-				275,572				275,572
Balance, July 31, 2011			68,201,843				68,201				2,302,069				2,732,172				50,000				(5,181,408	)			(28,966	)
Common stock issued			23,051,783				23,052				25,448				-				-				-				48,500
Reverse stock split of 1:15			(84,861,896	)			(84,861	)			2,867,033				(2,732,172	)			(50,000	)			-				-
net (loss) for the period			-				-				-				-				-				(78,780	)			(78,780	)
Balance, July 31, 2012			6,391,730			$	6,392			$	5,194,550			$	-			$	-			$	(5,260,188	)		$	(59,246	)

Warrants

As of July 31, 2012, the Company had warrants outstanding as follows:

Grant Date		Number				Exercise Price			Expiration Date
January 15, 2010			500,000			$	1.25		January 15, 2015
May 25, 2010			800,000			$	0.44		May 26, 2015
Total			1,300,000

Note 7 - Income Taxes

  The provision (benefit) for income taxes for the years ended July 31, 2012, and 2011, were as follows:

		Year Ended July 31,
		2012				2011
Current Tax Provision:
Federal -
Taxable income		$	-			$	-
Total current tax provision		$	-			$	-
Deferred Tax Provision:
Federal -
Loss carryforwards		$	26,785			$	68,928
Change in valuation allowance			(26,785	)			(68,928	)
Total deferred tax provision		$	-			$	-

AMERICAN SIERRA GOLD CORP.

(FORMERLY C.E. ENTERTAINMENT, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

The Company had deferred income tax assets as of July 31, 2012, and 2011, as follows:

		July 31,
		2012				2011
Loss carryforwards		$	914,260				887,475
Less Valuation allowance			(914,260	)			(887,475	)
Total net deferred tax assets		$	-			$	-

Exhibit Index

Exhibit No.		Description of Exhibit		Location
2.1		Agreement and Plan of Merger by and among American Sierra Gold Corp., American Sierra Gold Merger Corp., and Medinah Gold, Inc., dated August 13, 2012.		Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on August 14, 2012.
3.1		Articles of Incorporation		Incorporated herein by reference from the Company’s registration statement on Form SB-2 filed with the SEC on November 7, 2007.
3.2		Bylaws		Incorporated herein by reference from the Company’s registration statement on Form SB-2 filed with the SEC on November 7, 2007.
3.3		Articles of Merger		Incorporated herein by reference from the Company’s registration statement on Form SB-2 filed with the SEC on November 7, 2007.
3.4		Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209		Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on May 27, 2009.
3.5		Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209		Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on June 4, 2012.
4.1		Specimen Common Stock Certificate of American Sierra Gold Corp.		Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on June 20, 2011.
4.2		Relevant provisions relating to the rights of holders of shares of the Company’s Common Stock contained in the Company’s Articles of Incorporation and Bylaws		Incorporated herein by reference from Exhibits 3.1 and 3.2 herein.
10.1		Property Option Agreement between the Company and Yale Resources Ltd. dated April 20, 2009		Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on May 5, 2009.
10.2		Share Issuance Agreement between the Company and Tobermory Holding Ltd. dated October 12, 2009		Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on October 13, 2009.
10.3		Joint Venture Agreement between the Company and Trinity Alps Resources, Inc. dated October 19, 2009		Incorporated herein by reference from the Company’s report on Form 10-Q filed with the SEC on December 18, 2009.
10.4		Amendment No. 1 to Joint Venture Agreement between the Company and Trinity Alps Resources, Inc. dated October 23, 2009		Incorporated herein by reference from the Company’s report on Form 10-Q filed with the SEC on March 23, 2010.
10.5		Land Trust Agreement between the Company and Carl von Einsiedel, Trustee of BC Land Trust, dated November 4, 2010		Incorporated herein by reference from the Company’s report on Form 10-Q filed with the SEC on March 17, 2011.
10.6		Form of Subscription Agreement with Tobermory Holding Ltd. dated  October 12, 2009		Incorporated by reference from the Company’s report on Form 8-K filed with the SEC on September 9, 2009.
10.7		Securities Purchase Agreement between the Company and Asher Enterprises, Inc. dated May 18, 2011		Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on June 20, 2011.
10.8		Convertible Promissory Note issued to Asher Enterprises, Inc. dated May 18, 2011		Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on June 20, 2011.
10.9		Securities Purchase Agreement between the Company and Asher Enterprises Inc. dated December 12, 2011		Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on March 16, 2012.
10.10		Convertible Promissory Note issued to Asher Enterprises, Inc. dated December 12, 2011		Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on March 16, 2012.
10.11		Promissory Note issued to MMC Mines, Inc. dated March 9, 2012		Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on March 16, 2012.
23.1		Consent of Independent Accounting Firm		Filed herewith.
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.		Filed herewith.
31.2		Certification of Principal Accounting and Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.		Filed herewith.
32.1		Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934 and to 18 U.S.C. Section 1350.		Filed herewith.