UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~April 3130, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________ to __________

Commission File No.: 000-52927

American Sierra Gold Corp.

(Exact name of registrant as specified in its charter)

Nevada	98-0528416
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
1218 Third Avenue, Ste. 505, Seattle, Washington 98101
9555 SW Allen Blvd., #36, Beaverton, Oregon 97005
(Address of principal executive offices)
206-910-2687
(951) 287-9593
(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

AsIndicate the number of ~~March~~shares ~~12,~~outstanding ~~2013~~for each of the issuer’s classes of common stock, as of the ~~registrant~~latest ~~had~~practical 9date: 16,~~291~~041,740 shares of ~~its~~ common stock, ~~par~~outstanding ~~value~~as ~~$0.001~~of ~~per~~June ~~share~~11, ~~issued and outstanding~~2013.

In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Company’s financial position as of January 31, 2013 and the results of its operations for the six month periods ended January 31, 2013 and 2012 and its cash flows for the six month periods ended January 31, 2013 and 2012.

The quarterly financial statements are presented in accordance with the requirements of Form 10-Q and do not include all of the disclosures required by accounting principles generally accepted in the United States of America. For additional information, reference is made to the Company’s audited financial statements filed with Form 10-K for the years ended July 31, 2012. The results of operations for the six month periods ended January 31, 2013 and 2012 are not necessarily indicative of operating results for the full year.

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AMERICAN SIERRA GOLD CORP.

(an Exploration Stage Company)

TABLE OF CONTENTS

to Quarterly Report on Form 10-Q

for the Period Ended ~~January~~April 3130, 2013

		Page
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS		3
PART I – FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Balance Sheets at January 31, 2013 (unaudited) and January 31, 2012 (unaudited)	4
	Balance Sheets at April 30, 2013 (unaudited) and April 30, 2012 (unaudited)	4
	Statements of Operations for the six months ended January 31, 2013, and 2012 (unaudited)	5
	Statements of Operations for the nine months ended April 30, 2013, and 2012 (unaudited)	5
	Statements of Cash Flow for the six months ended January 31, 2013, and 2012 (unaudited)	6
	Statements of Cash Flow for the nine months ended April 30, 2013, and 2012 (unaudited)	6
	Notes to the Financial Statements (January 31, 2013)	7
	Statements of Equity for the nine months ended April 30, 2013	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Notes to the Financial Statements (April 30, 2013)	8
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
		19
Item 3	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4	Controls and Procedures	14
		19
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	2115
Item 1A	Risk Factors	2115
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2115
Item 3	Defaults Upon Senior Securities	2115
Item 4	Mine Safety Disclosures	2115
Item 5	Other Information	2115
Item 6	Exhibits	2115
SIGNATURES		2216
EXHIBIT INDEX		2317

Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report on Form 10-Q for the period ended ~~January~~April 3130, 2013 (“Report”) to “we,” “us,” “our,” and the “Company” are to American Sierra Gold Corp., a Nevada corporation.

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This Report contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, future results and events, and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, the economy, events or developments that management expects or anticipates will or may occur in the future, including statements related to adequacy of funds from operations, cash flows and financing are forward-looking statements. In particular, the words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “can,” “plan,” “predict,” “could,” “future,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions and apply only as of the date of this Report. Our actual results, performance or achievements could differ materially from historical results as well as the results expressed in, anticipated or implied by these forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For a more detailed discussion of some of the factors that may affect our business, results and prospects, see our Annual Report on Form 10-K/A for the year ended July 31, 2012 filed with the Securities and Exchange Commission ~~on November 21~~, ~~2012,~~ as well as various disclosures made by us in this Report and in our other reports we file with the Securities and Exchange Commission, including our periodic reports on Form 10-Q and current reports on Form 8-K. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I - – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

American Sierra Gold Corp.

(an Exploratory Stage Enterprise)

Balance Sheets

~~Balance~~(in ~~Sheet~~thousands)

	July 31,			~~January~~April 3130,
	2012			2013
	audited			unaudited
				(unaudited)
ASSETS
Current assets
Current assets:
Cash and cash equivalents	$	-		$	1
Cash	$	259		$	36
Prepaid expenses and other current assets		-			-
Total current assets		~~259~~-			361
Other Assets
Mineral properties		-			-
Total Other Assets		-			-
Other assets		-			-
Total assets	$	~~259~~-		$	361
LIABILITIES
Current liabilities
Current liabilities:
Accounts payable and accrued expenses	$	11		$	5
Accounts payable and accrued expenses	$	11,484		$	4,850
Due to related parties		4			4
Related party loans		3,771			3,771
Notes and loans payable		43			-
Note payable		35,000			145,000
Total liabilities		58			9
Convertible Notes Payable		9,250			-
Stockholders' deficit
Total current liabilities		59,505			153,621
Common stock and additional paid-in capital $0.001 par value; 133,333,334 shares authorized; shares issued and outstanding: 6,391,740 at July 31, 2012 and 16,041,740 at April 30, 2013;		5,201			6,138
Total liabilities		59,505			153,621
Accumulated deficit		(5,260	)		(6,146	)
STOCKHOLDERS' EQUITY
Total stockholders' deficit		(59	)		(8	)
Common stock, $.001 par value, 133,333,334 authorized, 6,391,730 and 6,391,730 shares issued and outstanding		6,392			6,392
Total liabilities and stockholders' deficit	$	(1	)	$	1
Capital in excess of par value		5,194,550			5,194,550
Deficit accumulated during the development stage		(5,260,188	)		(5,354,527	)
Total stockholders' equity		(59,246	)		(153,585	)
Total liabilities and stockholders' deficit	$	259		$	36

The accompanying notes are an integral part of these financial statements.

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American Sierra Gold Corp.

(an Exploratory Stage Enterprise)

Statements of Operations

(in thousands)

~~Unaudited~~unaudited

													Cumulative,
													Inception
													Inception,
	three months ended						nine months ended						(January 30, 2007)
	Three months			Three months			Six months			Six months			January 30,
	April 30,						April 30,						through
	ended			ended			ended			ended			2007 Through
	2012			2013			2012			2013			April 30, 2013
	January 31,			January 31,			January 31,			January 31,			January 31,
Revenues	$	-		$	-		$	-		$	-		$	-
	2012			2013			2012			2013			2013
Operating expenses:
Sales	$	-		$	-		$	-		$	-		$	-
Exploration development costs		-			-			-			-			5
Cost of Sales		-			-			-			-			-
General and administrative		23			792			40			886			1,736
Gross Profit		-			-			-			-			-
Total operating expenses		23			792			40			886			1,741
General and administrative expenses:
Loss from operations		(23	)		(792	)		(40	)		(886	)		(1,741	)
Exploration costs		-									-			4,880
Interest and other expense		(3	)		(8	)		(6	)		-			(32	)
Consulting		-			665						1,210			229,581
Loss on write-off of mineral properties		-			-			-			-			(4,851	)
Insurance		-									-			29,802
Gain on forgiveness of debt		-			-			-			-			478
Investor relations		776			5,981			776			13,804			128,256
Loss before income taxes		(26	)		(800	)		(46	)		(886	)		(6,146	)
Legal fees		-			39,145						64,406			350,754
Income taxes					-			-			-			-
Tax and license		-									-			11,938
Net loss	$	(26	)	$	(800	)	$	(46	)	$	(886	)	$	(6,146	)
Bank charges		50						106			310			2,288
Net loss per share basic and diluted:	$	(0.00	)	$	(0.07	)	$	(0.01	)	$	(0.09	)
Accounting					8,500			9,250			11,875			103,992
Weighted average shares used in computing net loss per common share		6,391,730			11,216,731			6,391,730			9,608,397
Other office and miscellaneous		862			1,074			6,483			2,374			53,742
Total operating expenses		1,688			55,365			16,615			93,979			915,233
(Loss) from operations		(1,688	)		(55,365	)		(16,615	)		(93,979	)		(915,233	)
Other income (expense):
Interest income														-
Forgiveness of debt		-									-			478,300
Loss on write-off of mineral properties		-									-			(4,851,271	)
Loss on write-off of website software costs		-									-			(12,840	)
Investment losses		-									-			(21,269	)
Interest (expense)		(1,072	)		(180	)		(3,697	)		(360	)		(32,214	)
Income/(Loss) before taxes		(2,760	)		(55,545	)		(20,312	)		(94,339	)		(5,354,527	)
Provision/(credit) for taxes on income		-			-			-			-			-
Net Income/(loss)	$	(2,760	)	$	(55,545	)	$	(20,312	)	$	(94,339	)	$	(5,354,527	)
Basic earnings/(loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		68,201,843			68,201,843			68,201,843			68,201,843

The accompanying notes are an integral part of these financial statements.

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American Sierra Gold Corp.

(an Exploratory Stage Enterprise)

Statements of Cash Flows

(in thousands)

~~(An Exploration Stage Enterprise)~~unaudited

Statements of Cash Flows

							Inception
	nine months ended						(January 30, 2007)
	April 30,						through
	2012			2013			April 30, 2013
Cash flows from operating activities
Net loss	$	(46	)	$	(886	)	$	(6,146	)
Adjustments to reconcile net income loss to net cash used by operating activities:
Stock-based compensation					753			753
Gain on forgiveness of debt								(478	)
Loss on write off of mineral property								4,851
Loss on write off of website and joint venture								36
Changes in operating assets and liabilities:
Prepaid expenses and other assets		1
Accounts payable and accrued expenses		8			(7	)		5
Net cash used by operating activities		(37	)		(140	)		(979	)
Cash flows from investing activities:
Purchases of mineral properties								(1,059	)
Website development								(15	)
Net cash used by investing activities		-			-			(1,074	)
Cash flows from financing activities:
Proceeds from sales of common stock		12			40			1,427
Proceeds from loans and notes payable borrowings		10			110			494
Repayment of notes payable borrowings					(9	)		(9	)
Proceeds from borrowings from related party		4						142
Net cash provided by financing activities		26			141			2,054
Increase (decrease) in cash and cash equivalents		(11	)		1			1
Cash and cash equivalents at beginning of period		11			-			-
Cash and cash equivalents at end of period	$	-		$	1		$	1


Supplemental disclosures:
Interest paid	$	-					$	32
Income taxes paid		-			-			-
Non-cash investing and financing activities:
Common stock issued in connection with conversion of loans and notes payable	$	-		$	145		$	48

Unaudited

							Cumulative,
							Inception,
	Six months			Six months			January 30,
	ended			ended			2007 Through
	January 31,			January 31,			January 31,
	2012			2013			2013
Cash flows from operating activities:
Net income (loss)	$	(20,312	)	$	(94,339	)	$	(5,354,527	)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Amortization		-			-			-
Loss on write off of mineral property		-			-			4,851,271
Loss on write off of website		-			-			15,673
Loss on joint venture		-			-			21,269
Forgiveness of debt		-			-			(478,300	)
Change in current assets and liabilities:
Prepaids		-			-			-
Deposits		-			-			-
Accounts payable and accrued expenses		(304	)		(6,634	)		4,850
Net cash flows from operating activities		(20,616	)		(100,973	)		(939,764	)
Cash flows from investing activities:
Website development		-			-			(15,673	)
Purchase of Mining Rights		-			-			(1,058,598	)
Net cash flows from investing activities		-			-			(1,074,271	)
Cash flows from financing activities:
Proceeds from sale of common stock		29,000			-			1,337,000
Stock subscription payable		-			-			50,000
Proceeds from related party		3,771			-			142,071
Payments to related party
Proceeds of notes payable		(20,250	)		110,000			485,000
(Payment) of notes payable
Convertible note debentures		-			(9,250	)		-
Forgiveness of debt		-			-			-
Net cash flows from financing activities		12,521			100,750			2,014,071
Net cash flows		(8,095	)		(223	)		36
Cash and equivalents, beginning of period		10,856			259			-
Cash and equivalents, end of period	$	2,761		$	36		$	36
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$	-		$	-		$	31,854
Income taxes	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING:
Shares issued to settle convertible debenture	$	-		$	-		$	48,500

The accompanying notes are an integral part of these financial statements.

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American Sierra Gold Corp.

(an Exploratory Stage Enterprise)

~~AMERICAN~~Statements ~~SIERRA~~of ~~GOLD CORP.~~Equity

(FORMERLY C.E. ENTERTAINMENT, INC.)

	Common stock and
	additional paid-in capital				Accumulated
	shares		amount		Deficit			Total
Balance at July 31, 2012		6,391,740	$	5,201	$	(5,260	)	$	(59	)
Common stock issued upon conversion of loans		2,600,000		144					144
Common stock issued for cash		800,000		40					40
Common stock issued for services		6,250,000		753					753
Net loss for the nine months ended April 30, 2013						(886	)		(886	)
Balance at April 30, 2013		16,041,740	$	6,138	$	(6,146	)	$	(8	)

~~(AN~~The ~~EXPLORATION~~accompanying ~~STAGE~~notes ~~COMPANY)~~are an integral part of these financial statements.

NOTES TO FINANCIAL STATEMENTS

January 31, 2013

Note 1 - Summary of Significant Accounting Policies

General Organization and Business

American Sierra Gold Corp. (“American Sierra” or the “Company”) is a Nevada corporation in the exploration stage. The Company was incorporated under the laws of the State of Nevada on January 30, 2007. The original business plan of the Company was to engage in the marketing and sale of Ukrainian classical music. Effective May 19, 2009, the Company changed its name from C.E. Entertainment, Inc. to American Sierra Gold Corp. by way of a merger with its wholly owned subsidiary American Sierra Gold Corp., which was formed solely for the purpose of a change in name. In addition, the Company changed its focus to a business plan involving the acquisition, exploration, development, mining, and production of precious metals, with emphasis on gold and silver.

The Company is considered to be in the exploration stage since it has not established the existence of a commercially minable deposit and therefore has not reached the development stage.

In November 2010, the Company acquired a 100% undivided interest in six mineral claims in the Adams Ridge area of British Columbia, Canada (“Adams Ridge Claims”) totaling approximately 2,479 hectares. The Adams Ridge Claims are held in trust for the Company by Carl Von Einsiedel, trustee of the BC Land Trust, as required by the B.C. Mineral Tenure Act. The claims have been registered with the Government of British Columbia. The Company’s plan of operation is to conduct mineral exploration activities on the Adams Ridge Claims in order to assess whether the sites possess mineral deposits of gold or other precious metals in commercial quantities, capable of commercial extraction. The Company has ceased exploration activities due to budgetary constraints and, therefore, has not established whether there are mineral reserves at the Adams Ridge Claims sites, nor can there be any assurance that the Company will be able to commence exploration activities.

In February 2007, the Company commenced a capital formation activity through a Private Placement Offering (“PPO”), exempt from registration under the Securities Act of 1933, to raise up to $38,000 through the issuance 30,400,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.00125 per share. As of March 31, 2007, the Company closed the PPO and received proceeds of $38,000. The Company also commenced an activity to effect a Registration Statement on Form SB-2 with the Securities and Exchange Commission to register 30,400,000 shares of its outstanding shares of common stock (post forward stock split) on behalf of selling stockholders. The Registration Statement on Form SB-2 was filed with the SEC on November 7, 2007, and declared effective on November 20, 2007. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.

Basis of presentation

Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises. Changes in classification of 2011 amounts have been made to conform to current presentations.

Use of estimates

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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents -For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.

Property and Equipment

The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from five to thirty-nine years.

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~~Fair~~American ~~value~~Sierra ofGold ~~financial instruments and derivative financial instruments~~Corp.

We(an ~~have~~Exploratory ~~adopted~~Stage Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.Enterprise)

~~Federal~~ Notes ~~income~~to ~~taxes~~Financial Statements

~~Deferred~~April income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes30, ~~which~~2013 ~~requires~~- the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.Unaudited

~~Internal~~Note ~~Website~~1 ~~Development~~– ~~Costs~~Business, Recent Events and Summary of Significant Accounting Policies

~~Under~~General ~~FASB~~Organization ~~ASC350-50, Website Development Costs , costs~~ and ~~expenses~~Business- ~~incurred~~American ~~during~~Sierra ~~the~~Gold ~~planning~~Corp. ~~and~~(“American ~~operating~~Sierra” ~~stages~~or of the “Company's”) ~~website~~is ~~are~~a ~~expensed~~Nevada ~~as incurred~~corporation. ~~Under~~Our ~~ASC~~Company ~~350-50,~~was ~~costs~~incorporated ~~incurred~~under in the ~~website~~laws ~~application~~of ~~and~~the ~~infrastructure~~State ~~development~~of ~~stages~~Nevada ~~are~~on ~~capitalized~~January by30, ~~the~~2007, ~~Company~~ and ~~amortized~~effective toMay ~~expense~~19, ~~over~~2009, ~~the~~we ~~website's~~changed ~~estimated~~our ~~useful~~name ~~life~~from orC.E. ~~period~~Entertainment, ~~of benefit~~Inc. As ofto ~~July~~American ~~31,~~Sierra ~~2010,~~Gold ~~and~~Corp. ~~2009,~~by ~~the~~way ~~Company~~of ~~capitalized~~a ~~$10,573~~merger ~~related~~with toa ~~its~~wholly ~~internal-use~~owned ~~website~~subsidiary, ~~development~~and ~~related~~we toalso achanged ~~new~~our ~~website~~business asplan ~~work~~to ininvolve ~~process. During~~the ~~2009~~acquisition, ~~the~~exploration, ~~old website~~ development, ~~costs~~mining, and ~~related~~production ~~accumulated~~of ~~amortization~~precious ~~were~~metals, ~~written-off~~with toemphasis ~~expense resulting in a loss~~ on ~~disposal~~gold inand ~~the amount of $2,267~~silver.

Proposed Exchange Offer - We are a publicly-owned precious metal mineral acquisition, exploration and development Company. Medinah Gold Inc. (“MGI”) is a privately-owned property holding and mining company with mineral property mining claims in the country of Chile, formed in Nevada in 1999. We are proposing to exchange 63,914,540 shares of our common stock to holders of all of the outstanding common stock of MGI (the “Exchange”). ~~Mineral~~Following ~~Properties~~the exchange, MGI’s operations will become the core business of the combined entity. As of May 31, 2013, there are 16,041,740 shares of ASGC common stock outstanding owned by existing ASGC shareholders. Giving effect to the Exchange, shareholders previously owning shares of MGI would own approximately 80% of total shares outstanding, and MGI would become a wholly-owned subsidiary of ASCG. These relative security holdings and the composition of our Board of Directors and Executive Officers, the proposed structure, the size of the combining entities and the terms of the exchange of equity interests were considered in determining the accounting acquirer. Based on the weight of these factors, it was concluded that MGI is the accounting acquirer and its historical financial statements will become those of the registrant after the exchange.

~~The~~Recent ~~Company~~Events isand ~~engaged~~Change ~~in the business~~ of ~~acquiring~~Control ~~and~~- ~~exploring~~During ~~properties~~December ~~that~~2012 ~~may~~through ~~contain~~April ~~precious metals~~2013, ~~with~~in anexchange ~~emphasis~~for oncash ~~gold~~of ~~and~~approximately ~~silver.~~$185,000, Ifincluding ~~precious~~amounts ~~metals~~previously ~~are found~~loaned, ~~the~~we ~~Company’s~~issued ~~intention~~3,300,000 isshares toof ~~develop,~~our ~~mine~~common ~~and~~stock ~~produce~~to the ~~precious~~majority ~~metals~~owner of MGI. In ~~Mineral~~April ~~claim~~2013, ~~and~~our ~~other~~Board ~~property~~of ~~acquisition~~Directors ~~costs~~approved ~~are~~the ~~capitalized~~appointment asof ~~incurred. Such~~three ~~costs~~directors ~~are~~and ~~carried~~executive asofficers, anwho ~~asset~~were ofdirectors ~~the~~and ~~Company~~executive ~~until~~officers itof ~~becomes~~MGI, ~~apparent~~and ~~through~~ASGC’s ~~exploration~~former ~~activities~~sole ~~that~~officer ~~the~~and ~~cost~~director ofresigned, ~~such~~whose ~~properties~~resignation ~~will~~did not bearise ~~realized~~from ~~through~~any ~~mining~~disagreement ~~operations. Mineral~~on ~~exploration~~any ~~costs~~matter ~~are~~relating ~~expensed~~to asour ~~incurred~~operations, ~~and~~policies ~~when~~or itpractices, ~~becomes~~nor ~~apparent~~regarding ~~that~~the ageneral ~~mineral~~direction ~~property~~of ~~can~~ASGC. We behave ~~economically~~also ~~developed~~changed asour aprimary ~~result~~business ofaddress ~~establishing~~from ~~proven or probable reserve~~Seattle, ~~the~~Washington ~~exploration~~to ~~costs,~~that ~~along~~of ~~with~~MGI ~~mine~~in ~~development cost~~Beaverton, ~~are capitalized~~Oregon. ~~The~~In ~~costs~~connection ofwith ~~acquiring~~services ~~mineral~~to ~~claims,~~be ~~capitalized~~provided ~~exploration~~as ~~costs~~directors, ~~and~~we ~~mine~~issued ~~development~~2,000,000 ~~costs~~shares ~~are~~of ~~recognized~~our ~~for~~common ~~depletion~~stock ~~and~~to ~~amortization~~each ~~purposes~~of ~~under~~ the ~~units-of-production~~three ~~method~~new ~~over~~directors. As ~~the~~a ~~estimated~~result, ~~life~~owners of ~~the~~our ~~probable~~common ~~and~~stock ~~proven~~as ~~reserves. If~~of ~~mineral~~April ~~properties~~30, ~~exploration~~2013, orthat ~~mine~~previously ~~development~~did ~~activities~~not ~~are~~own ~~subsequently~~shares, ~~abandoned~~now orown ~~impaired,~~a ~~any~~majority ~~capitalized~~of ~~costs~~our ~~are~~common ~~charged~~stock. There tohave ~~operations~~been no adjustments recognized in ~~the~~these ~~current~~financial ~~period~~statements relating to this change of control.

~~Impairment~~Basis of ~~Long~~presentation and interim financial statements-~~Lived~~ ~~Assets~~Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises pursuant to the provisions of Topic 26, “Accounting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage. Mining companies subject to Topic 26 are required to label their financial statements as an “Exploratory Stage Company,” pursuant to guidance provided by SEC Guide 7 for Mining Companies.

Interim financial statements – The ~~Company~~accompanying ~~evaluates~~unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the ~~recoverability~~United States of ~~long-lived~~America ~~assets~~for interim financial information and in accordance with the ~~related~~instructions ~~estimated~~to ~~remaining~~Form ~~lives~~10-Q atand ~~each~~Article ~~balance~~10 ~~sheet~~of ~~date~~Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. The ~~Company~~accompanying ~~records~~unaudited anfinancial ~~impairment~~information orshould ~~change~~be read in ~~useful~~conjunction ~~life~~with ~~whenever~~the ~~events~~audited orconsolidated ~~changes~~financial statements, including the notes thereto, as of and for the fiscal year ended July 31, 2012, included in ~~circumstances~~our ~~indicate~~Annual ~~that~~Report on Form 10-K/A filed with the ~~carrying~~Securities ~~amount~~and ~~may~~Exchange Commission. The information furnished in this report includes all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for periods presented. The results of operations for the interim periods ended April 30, 2013 are not benecessarily ~~recoverable~~indicative orof the ~~useful~~results ~~life~~for ~~has~~any ~~changed~~future period.

AtUse ~~the~~of ~~beginning~~estimates - The preparation of ~~November~~financial ~~2010,~~statements ~~the~~in ~~Company~~conformity ~~abandoned~~with ~~the~~generally ~~Urique~~accepted ~~Project~~accounting inprinciples ~~Mexico~~requires management to make estimates and assumptions that affect the ~~Discovery~~reported ~~Day~~amounts ~~Gold~~of ~~Project~~assets inand ~~California.~~liabilities ~~Subsequent~~and todisclosure ~~the~~of ~~fiscal~~contingent ~~year~~assets ~~ended~~and ~~July~~liabilities ~~31,~~at ~~2010,~~the date of the ~~Company~~financial ~~also~~statements ~~abandoned~~and ~~its~~the ~~mineral~~reported ~~property~~amount ~~interests~~of revenues and ~~Joint~~expenses ~~Venture~~during ~~project~~the ~~with~~reporting ~~Trinity~~period. ~~Alps~~Actual ~~Resources,~~results ~~Inc~~could differ from those estimates.

~~Deferred~~Cash ~~Offering~~and ~~Costs~~cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Deferred Acquisition Costs

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~~Common~~Fair ~~Stock~~value ~~Registration~~of ~~Expenses~~financial instruments and derivative financial instruments - We have adopted Accounting Standards Codification regarding Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

~~The~~Federal ~~Company~~income ~~considers~~taxes ~~incremental~~- ~~costs~~Deferred ~~and~~income ~~expenses~~taxes ~~related~~are toreported ~~the~~for ~~registration~~timing differences between items of ~~equity~~income ~~securities~~or ~~with~~expense reported in the ~~SEC,~~financial ~~whether~~statements byand ~~contractual~~those ~~arrangement~~reported asfor ofincome atax ~~certain~~purposes ~~date~~in oraccordance bywith ~~demand~~Accounting Standards Codification regarding Accounting for Income Taxes, towhich berequires ~~unrelated~~the touse ~~original~~of ~~issuance~~the ~~transactions. As~~asset/liability ~~such,~~method ~~subsequent~~of ~~registration~~accounting ~~costs~~for income taxes. Deferred income taxes and ~~expenses~~tax benefits are ~~reflected~~recognized infor the ~~accompanying~~future tax consequences attributable to differences between the financial ~~statements~~statement ascarrying ~~general~~amounts of existing assets and ~~administrative~~liabilities ~~expenses~~and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are ~~expensed~~measured asusing ~~incurred~~enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not. We record a valuation allowance in the full amount of deferred tax assets since realization of such tax benefits has not been determined by our management to be more likely than not

Net ~~Income~~loss ~~Per~~per ~~Share~~share - Basic net loss per share is computed by dividing net income (loss) by the weighted average number of ~~Common~~common ~~Stock~~shares outstanding during the period. Basic and diluted loss per share are the same since diluted loss per share excludes the effect of common stock equivalents, warrants to purchase 33,333 shares of common stock, because inclusion in the computation would be anti-dilutive.

WeMineral ~~have~~Properties ~~adopted~~- ~~Accounting~~The ~~Standards~~Company ~~Codification~~is ~~regarding~~engaged ~~Earnings~~in ~~per~~the ~~Share~~business of acquiring and exploring properties that may contain precious metals, ~~which~~with ~~requires~~an ~~presentation~~emphasis ofon ~~basic~~gold and ~~diluted~~silver. ~~EPS~~If onprecious ~~the~~metals ~~face~~are offound, the ~~income~~Company’s ~~statement~~intention ~~for~~is ~~all~~to ~~entities~~develop, ~~with~~mine ~~complex~~and ~~capital~~produce ~~structures~~the precious metals. Mineral claim and ~~requires~~other aproperty ~~reconciliation~~acquisition ofcosts ~~the~~are ~~numerator~~capitalized as incurred and ~~denominator~~reported ofas ~~the~~an ~~basic~~asset ~~EPS~~until ~~computation~~it tobecomes ~~the~~apparent ~~numerator~~through ~~and~~exploration ~~denominator~~activities ofthat the ~~diluted~~cost ~~EPS~~of ~~computation~~such properties will not be realized through mining operations. InMineral ~~the~~exploration ~~accompanying~~costs ~~financial~~are ~~statements,~~expensed ~~basic~~as ~~earnings~~incurred, ~~per~~and ~~share~~when ofit ~~common~~becomes ~~stock~~apparent isthat ~~computed~~a bymineral ~~dividing~~property ~~net~~can ~~income~~be byeconomically ~~the~~developed ~~weighted~~as ~~average~~a ~~number~~result of ~~shares~~establishing ofproven ~~common~~or ~~stock~~probable ~~outstanding~~reserve, ~~during~~ the ~~period~~exploration costs, along with mine development cost, would be capitalized. We doIf ~~not~~mineral ~~have~~properties, aexploration, ~~complex~~or ~~capital~~mine ~~structure~~development ~~requiring~~activities ~~the~~are ~~computation~~subsequently ofabandoned ~~diluted~~or ~~earnings~~impaired, ~~per~~any ~~share~~capitalized costs are charged to operations.

~~Note~~Impairment 2of Long-Lived ~~Uncertainty,~~Assets ~~going~~- ~~concern:~~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.

AtCommon ~~January~~Stock ~~31,~~Registration ~~2013,~~Expenses ~~the~~- The Company ~~was~~considers ~~engaged~~incremental incosts ~~a business~~ and ~~had~~expenses ~~suffered~~related ~~losses from exploration stage activities~~ to ~~date. In addition,~~ the ~~Company~~registration ~~has~~of ~~minimal~~equity ~~operating~~securities, ~~funds.~~whether ~~Although~~by ~~management~~contractual isarrangement ~~currently~~as ~~attempting~~of toa ~~identify~~certain ~~business~~date ~~opportunities and is seeking additional sources of equity~~ or ~~debt~~by ~~financing~~demand, ~~there~~to isbe nounrelated ~~assurance~~to ~~that~~original ~~these~~issuance ~~activities will be successful~~transactions. ~~Accordingly~~As such, ~~the~~subsequent ~~Company~~registration ~~must~~costs ~~rely on its current officer to perform essential functions without compensation unless~~ and ~~until~~expenses ~~the~~are ~~business~~reflected ~~generates revenue. No amounts have been recorded~~ in the accompanying financial statements ~~for~~as ~~the~~general ~~value~~and ofadministrative ~~the officer’s services~~expenses, asand itare isexpensed ~~not considered material. These factors raise substantial doubt about the ability of the Company to continue~~ as ~~a going concern~~incurred. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Note~~Recently 3Issued Accounting Pronouncements - ~~Related~~As ~~Party~~of ~~Loans~~and for the periods ended April 30, 2013 and July 31, 2012, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

AsNote of2 – ~~July~~Going 31, 2011, a loan from an individual who is a former Director, officer, and stockholder of the Company amounted to $27,301 (July 31, 2009 - $27,301). The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no terms for repayment. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.concern

AsThe ofaccompanying ~~July~~financial ~~31,~~statements ~~2011~~have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company ~~owed~~as a going concern. We have reported net losses and our operating activities have used cash since inception. We expect losses to continue in the ~~former~~near ~~officers~~future, ~~amounted~~specifically, with respect to ~~$62~~continued funding of exchange related costs prior to consummation of the proposed exchange offer,~~500~~ and after the exchange as we grow and further develop our operations. ~~The~~We ~~loan~~had ~~was~~an ~~provided~~accumulated ~~for~~deficit ~~working~~of ~~capital~~approximately ~~purposes~~$5.3 million at July 31, 2012 and is$6.1 ~~unsecured~~million at April 30, ~~non~~2013. We have funded our operations through sales of common stock and short-~~interest~~term ~~bearing~~borrowings, recently from related parties, and ~~has~~require additional funds for future operating expenses. While we have an agreement with a company affiliated with its majority shareholders to continue to fund costs associated with the proposed exchange offer, our management is currently attempting to identify future business opportunities and is seeking additional sources of equity or debt financing. However, there is no ~~specific~~assurance that such financing will be available on a timely basis, on terms offavorable ~~repayment~~to us or obtained in sufficient amounts necessary to meet our needs. In ~~May~~the ~~2011~~event that we cannot obtain additional funds on a timely basis, ~~this~~we ~~note~~may ~~was~~be ~~forgiven~~forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment. ~~The~~These ~~Company~~factors ~~recognized~~raise substantial doubt about the ~~forgiveness~~ability of the Company to continue as ~~other~~a ~~income~~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 classifications of liabilities that may result from the outcome of this uncertainty.

As of July 31, 2011, loans from the Company’s former officer amounted to $48,499 (July 31, 2010 - $106,000). The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of repayment. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.

As of January 31, 2013, The Company received a loan from an officer in the amount of $3,771. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of prepayment.

Note 4 - Loans Payable

On February 11, 2009, the Company borrowed $75,000 from a third party for working capital purposes. The loan is unsecured, bears interest at 8 percent per annum, and was due on February 11, 2010. The loan term has not been extended and is due on demand. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.

On April 3, 2009, the Company borrowed $125,000 from a third party under a promissory note. The loan is unsecured, bears interest at 10 percent per annum, and was due and payable on April 3, 2010. On July 20, 2009, the Company made a principal payment of $40,000 on this loan. On October 2, 2009, the Company made a principal payment of $25,000 on this loan. On November 9, 2009, the Company made a principal payment of $15,000 on this loan. The loan term has not been extended and is now due on demand. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.

On September 30, 2010, the Company received a loan in the amount of $110,000. The terms of this loan are in negotiations and thus there are no specific terms of repayment. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.

On October 12, 2010, the Company received a loan in the amount of $110,000. The terms of this loan are in negotiations and thus there are no specific terms of repayment. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.

On March 12, 2012, the Company received a loan in the amount of $10,000. The loan is callable at any time and carries an effective rate of 6%.

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~~During~~Note ~~May~~3 ~~through~~– ~~October~~Mineral ~~of 2012, the Company received a loan in the amount of $75,000. The loan is callable at any time and is unsecured, non-interest bearing, and has no specific terms of prepayment.~~Properties

~~The~~In ~~balance~~November 2010, we acquired an undivided interest in six mineral claims in the Adams Ridge area of ~~these~~British ~~notes~~Columbia, ~~payable~~Canada, atwhich ~~January~~claims 31are held in trust by a trustee of the BC Land Trust, ~~2013~~as required by the B.C. Mineral Tenure Act, and registered with the Government of British Columbia. While our plan was ~~$145~~to conduct mineral exploration activities on the claims in order to assess whether the sites possess mineral deposits of gold or other precious metals in commercial quantities,~~000~~ capable of commercial extraction, during 2011, we ceased exploration activities due to budgetary constraints and, therefore, have not established whether there are mineral reserves at the claim sites, nor can there be any assurance that we will be able to commence exploration activities.

~~Note~~In 2009, we entered into a property option agreement with a Canadian public company that owned ten mining concessions in southwest Chihuahua State, Mexico, and rights to acquire an additional six mining concessions in the same area (together, the “Property”), to acquire the Property. We could acquire a 90% in the Property for payments aggregating approximately $300,000 prior to April 30, 2010, and $250,000 in each of the next three years and funding capital expenditures of approximately $2.5 –million ~~Convertible~~during ~~Debenture~~the next three years, and could later acquire the remaining 10% dependent upon future events. During the year-ended July 31, 2010, we abandoned the property option and costs were written off.

OnIn ~~May~~December 182009, ~~2011,~~we ~~the Company~~ entered into a ~~Securities~~joint ~~Purchase~~venture ~~Agreement~~agreement with ~~Asher~~an ~~Enterprises,~~unrelated ~~Inc.,~~company apursuant ~~Delaware~~to ~~corporation. In~~which ~~connection~~we ~~therewith,~~would ~~the~~make ~~Company~~payments ~~issued~~to athe ~~convertible~~joint ~~promissory~~venture ~~note~~of to$2 ~~Asher~~million ~~Enterprises,~~over ~~Inc. in~~two ~~exchange~~years ~~for~~and ~~principal funds~~ in ~~the~~exchange ~~amount~~would ofacquire ~~$45,000.~~a ~~The~~75% ~~maturity~~ownership ~~date~~interest ofin ~~the~~entities ~~promissory~~owning ~~note~~and isoperating ~~February~~certain ~~23,~~mineral ~~2012,~~claims ~~whereupon~~and ~~all~~property ~~principal~~for ~~and~~the ~~interest~~production ~~outstanding~~of ~~shall~~gold bein ~~due~~Northern California. ~~The~~We ~~holder~~initially ofpaid ~~the~~$125,000, ~~note~~in ~~has~~part, ~~the~~as ~~right~~a tosigning ~~convert~~fee ~~principal~~ and, ~~interest~~in ~~outstanding~~part, ~~into~~for ~~shares~~the ofexclusivity ~~common~~period ~~stock~~to ofnegotiate ~~the~~a ~~Company.~~definitive ~~The~~agreement ~~Company~~pursuant ~~did~~to ~~not calculate~~ the ~~intrinsic~~parties’ ~~bond~~non-binding ~~discount~~letter ~~because~~ of ~~immateriality~~intent. ~~The~~During ~~Company~~the ~~has~~year-ended ~~agreed~~July to31, ~~use~~2010, the ~~proceeds~~parties ~~for~~mutually ~~general~~ended ~~working~~the ~~capital~~joint ~~purposes.~~venture ~~This offering~~ and ~~sale~~related ofcosts ~~securities~~were ~~was~~written ~~exempt from registration under Section 4(2) of the Securities Act of 1933, as amended~~off.

~~During~~Note ~~the~~4 ~~period~~– ~~between~~Notes ~~November 2011~~ and ~~April~~Loans 2012, Asher Enterprises, Inc. converted $35,750 of the convertible note payable into 23,051,783 shares of common stock. The current balance of this convertible note payable as of July 31, 2012 was $500. This note was fully paid off in September 2012.Payable

OnDuring ~~December 12,~~ 2011, ~~the~~pursuant ~~Company~~to ~~entered~~terms ~~into~~of aconvertible ~~Securities~~notes ~~Purchase~~payable, ~~Agreement~~we ~~with~~received ~~Asher~~approximately ~~Enterprises~~$54,000 ~~Inc.,~~for aworking ~~Delaware~~capital ~~corporation~~purposes. In Convertible ~~connection~~notes ~~therewith,~~bear ~~the~~interest ~~Company~~at ~~issued~~8% awith ~~convertible promissory note to Asher Enterprises~~$45,000 ~~Inc.~~due in ~~exchange~~February ~~for~~2012 ~~principal~~and ~~funds in the amount of~~ $89,~~750.~~000 ~~The~~due ~~maturity~~in ~~date of the promissory note is~~ September ~~14,~~ 2012, ~~whereupon all principal~~ and ~~interest~~are ~~outstanding~~convertible ~~shall~~at bethe ~~due. The~~ holder’s ofelection ~~the note has the right to convert principal and interest outstanding~~ into shares of our common stock ~~of the Company~~. The ~~Company~~exercise ~~did~~price ~~not~~for ~~calculate~~conversion ~~the~~is ~~intrinsic~~determined ~~bond~~based ~~discount~~on ~~because~~a ofdiscount ~~immateriality. The~~from ~~Company~~market, ~~has~~the ~~agreed~~related tobeneficial ~~use~~conversion ~~the~~value ~~proceeds~~of ~~for~~which ~~general~~was ~~working capital purposes~~immaterial. During ~~This~~the ~~offering~~year ~~and~~ended ~~sale~~July of31, ~~securities~~2012, ~~was~~we ~~exempt~~issued ~~from~~1,536,786 ~~registration~~shares ~~under~~of ~~Section~~our ~~4(2)~~common ofstock ~~the~~upon ~~Securities~~conversion ~~Act~~ of ~~1933~~approximately $36,000 ~~as amended. The balance~~ of ~~this~~ convertible ~~note~~notes. Convertible ~~payable~~notes asoutstanding ofat July 31, 2012, ~~was~~approximated $89,~~750. This~~000 ~~note~~and ~~was~~were ~~fully~~repaid ~~paid~~in ~~off~~full in September 2012.

~~Note~~During the fiscal year ended July 31, 2012, we received $35,000 from an investor, who is the majority stockholder of MGI, in exchange for a $10,000 convertible note payable, and loans payable, which bear interest at 6%, -are ~~Common~~due on demand with no specific repayment terms. Pursuant to terms of a December 5, 2012 Loan and Stock Purchase Agreement, in December 2012, we issued 2,600,000 shares of our common stock upon conversion of the convertible note and other prior loans totaling approximately $145,000, and during the three months ended April 30, 2013, we issued 800,000 shares of our common stock in exchange for cash of $40,000. Pursuant to terms of the agreement, the investor has agreed to make future loans to us with interest at 6% per annum with the investor having the right to purchase shares of our common stock at $0.05 per share in the amount of future loans.

OnNote ~~January~~5 – ~~30,~~Common ~~2007, the Company issued 52,000,000 shares of common stock (post forward stock split) valued at a price of $0.00025 per share to Directors and officers for cash proceeds of $13,000 (See Note 9).~~Stock

InEffective ~~February~~in ~~2007~~May 2013, ~~the~~we ~~Company~~affected ~~commenced~~ a ~~capital~~one ~~formation~~(1) ~~activity~~new ~~through~~for afifteen ~~private placement offering, exempt from registration under Regulation S of the Securities Act of 1933, as amended~~ (~~the “Securities Act”~~15), toold ~~raise~~reverse upstock-split tofor ~~$38,000~~our ~~through~~issued ~~the~~and ~~issuance~~outstanding ~~30,400,000~~ shares of ~~its~~ common stock ~~(post forward stock split), par value $0~~.~~001~~ All ~~per~~references ~~share,~~to ~~at an offering price of $0.00125 per~~ share. Asamounts ofhave ~~March~~been ~~31,~~adjusted ~~2007,~~to ~~the~~give ~~Company~~effect ~~fully~~to ~~subscribed~~this ~~the offering,~~ and ~~received~~prior ~~gross proceeds of $38,000, whereupon it issued 30,400,000 shares of its common~~ stock ~~to 38 foreign, non~~-~~affiliated investors~~splits.

InPursuant ~~addition,~~to onprivate ~~November~~placement 7,offerings ~~2007,~~exempt ~~the~~from ~~Company~~registration, ~~filed a Registration Statement~~ on ~~Form~~January ~~SB-2~~30, ~~under~~2007, ~~the~~we ~~Securities~~issued ~~Act with the SEC to register 30~~3,~~400~~466,~~000~~667 shares of ~~its~~our common stock ~~(post~~to ~~forward~~Directors ~~stock~~and ~~split)~~officers onfor ~~behalf~~cash of ~~selling~~$13,000, ~~stockholders. The~~and ~~Registration~~in ~~Statement~~February ~~was~~2007, ~~declared~~we ~~effective~~issued ~~by the SEC on November 20~~2,026,667 ~~2007. The~~shares ~~Company~~of ~~did~~our ~~not~~common ~~receive~~stock ~~any~~to ~~proceeds~~38 ~~from~~foreign, ~~this~~non-affiliated ~~registered~~investors ~~sale~~for cash of ~~its common stock~~$38,000.

~~Effective~~Pursuant ~~May~~to ~~19,~~private ~~2009,~~placement ~~the~~offerings ~~Company~~exempt ~~declared~~from aregistration, ~~40:1~~in ~~forward~~July ~~stock~~2009 ~~split~~we ofissued ~~its authorized~~12,222 ~~issued,~~shares ~~and~~of ~~outstanding~~our common stock~~. As~~ ato ~~result,~~new ~~the~~investors ~~authorized~~for ~~capital~~cash of ~~the~~approximately ~~Company was increased from 50~~$137,000,~~000~~ ~~shares~~and ofin ~~common~~September ~~stock~~2009, ~~with~~we aissued ~~par value of $0.001 to 2~~16,~~000,000,000~~667 shares of our common stock ~~with~~to ainvestors ~~par~~for ~~value~~cash of $~~0.001~~100, ~~and correspondingly its issued and outstanding common stock increased from 2,060,~~000 ~~shares to 82,400,000 shares~~. ~~The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.~~

InPursuant ~~July~~to ~~2009, the Company commenced a~~ private placement ~~offering,~~offerings exempt from registration, ~~under~~in ~~Regulation~~November S2009 ofwe ~~the~~issued ~~Securities Act~~23,256 tounits ~~raise~~for upgross toproceeds of $~~137~~300,~~500~~000, ~~through~~with ~~the~~each ~~offer~~unit ~~and~~consisting ~~sale~~ of upone toshare ~~183,334 shares~~ of ~~its~~our common stock ~~(post~~and ~~forward~~a ~~stock~~two-year ~~split),~~warrant ~~par~~to ~~value~~purchase ~~$0.001~~one ~~per~~ share, atof anour ~~offering~~common stock at a price of $022.7565 per share, toand ~~two~~in ~~(2)~~December ~~non-U.S.~~2009, ~~individuals. Gross~~we ~~proceeds~~issued ~~of $137~~54,~~469~~645 ~~were~~units ~~received~~for ~~from~~gross ~~these~~proceeds ~~investors~~of ~~before July 31~~$500, ~~2009. As a result~~000, onwith ~~September~~each 1,unit ~~2009,~~consisting ~~the~~of ~~Company~~one ~~issued~~share ~~100,000 shares~~ of our common stock ~~(post forward stock split)~~ and, ona ~~November~~two-year ~~16,~~warrant ~~2009,~~to ~~the~~purchase ~~Company~~one ~~issued~~share ~~an additional 83,334 shares~~ of our common stock ~~(post~~at ~~forward~~a ~~stock~~price ~~split)~~of to$16.05 ~~the~~per ~~investors in connection with this offering~~share.

In September 2009, the Company commenced a private placement offering, exempt from registration under Regulation S of the Securities Act, to raise up to $100,000 through the issuance 250,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.40 per share. On October 1, 2009, the Company issued 250,000 shares of common stock (post forward stock split) to investors in connection with this offering thereupon receiving $100,000 in gross proceeds.

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In ~~November~~connection ~~2009,~~with ~~the~~a ~~Company~~former ~~canceled~~joint 19venture,~~000,000~~ ~~shares~~during ofDecember ~~common~~2009 ~~stock~~through ~~(post~~March ~~forward~~2010, ~~stock~~we ~~split)~~issued ~~that~~a ~~were~~total ~~forfeited~~of ~~by Mr. Wayne Gruden~~26,667 ashares ~~former~~of ~~Director~~our ~~and~~common ~~officer~~stock ofto the ~~Company,~~other injoint ~~connection~~venture ~~with his departure~~party.

OnPursuant ~~November~~to ~~20, 2009, the Company closed~~ a private placement offering ~~whereupon~~exempt itfrom ~~issued 348~~registration,~~837~~ ~~units~~in atMay a2010 ~~price~~we ofissued ~~$0.86~~53,333 ~~per~~units ~~unit~~ for gross proceeds of $~~300~~200,000., ~~This~~with ~~offer~~each ~~and sale of securities was exempt from registration under Regulation S of the Securities Act. Each~~ unit ~~consisted~~consisting of one share of our common stock, ~~par value $0.001 per share,~~ and ~~one~~a five-year warrant ~~that gives the holder thereof the option~~ to purchase one share of our common stock at a price of $16.5160 ~~over~~per ~~a period of two years from the date of the subscription agreement~~share.

OnPursuant to terms of a December 115, ~~2009,~~2012 ~~the~~Loan ~~Company~~and ~~closed~~Stock aPurchase ~~private~~Agreement, ~~placement~~in ~~offering~~December ~~whereupon~~2012, itwe issued ~~819~~2,~~672~~600,000 ~~units~~shares atof aour ~~price~~common ofstock ~~$0.61~~upon ~~per~~conversion ~~unit~~of ~~for~~the ~~gross~~convertible ~~proceeds~~note toand ~~the~~other ~~Company~~prior ofloans totaling approximately $~~500~~145,000~~. The~~, ~~offer~~ and ~~sale~~during ofthe ~~securities~~three ~~under~~months ~~PPO~~ended #5April ~~was~~30, ~~exempt~~2013, ~~from~~we ~~registration~~issued ~~under~~800,000 ~~Regulation~~shares S of ~~the~~our ~~Securities~~common ~~Act..~~stock ~~Each~~in ~~unit~~exchange ~~consisted~~for cash of ~~one~~$40,000. Terms ~~share~~ of ~~common~~the ~~stock,~~agreement ~~par~~the ~~value~~investor ~~$0.001~~agrees ~~per~~to ~~share,~~make ~~and~~future ~~one~~loans ~~warrant~~to ~~that~~us ~~gives~~with interest at 6% per annum with the ~~holder~~investor having the ~~option~~right to purchase ~~one~~shares ~~share~~ of our common stock, ~~par~~at ~~value~~ $0.~~001~~05 per share, atin athe ~~price~~amount of ~~$1.07~~future ~~with a term of two years~~loans.

OnIn ~~October~~connection ~~19, 2009, as required per the Company’s joint venture agreement~~ with ~~Trinity~~appointment ~~Alps~~of ~~Property~~three ~~(“Trinity~~new ~~Alps~~directors ~~Joint~~and ~~Venture”),~~officers of the Company ~~issued~~in ~~2,000,000~~April ~~restricted shares of common stock~~2013, ~~par~~for ~~value~~services ~~$0.001~~to ~~per~~be ~~share,~~provided ~~and~~we aissued ~~warrant that gave the holder the option~~ to ~~purchasing~~each updirector ~~to an additional~~ 2,000,000 shares of our common stock~~, par value $0~~.~~001~~ We ~~per~~have ~~share,~~recorded of the ~~Company~~estimated atfair anvalue ~~exercise price~~ of ~~$1.25~~shares, ~~per~~based ~~share~~on ~~over~~closing amarket ~~period~~prices ofat ~~five years. The issuance of these securities was exempt from registration under Section 4(2) of~~ the ~~Securities~~date ~~Act.~~approved ~~This satisfied all equity issuances as required~~ by ~~the~~our ~~joint~~Board ~~venture agreement. As~~ of ~~October 19~~Directors, ~~2009, the 2,000,000 shares~~ of ~~common stock were valued at~~ $1720,~~660,~~000~~. The warrant to purchase 2~~,~~000,000~~ ~~shares~~which ofis ~~the~~included ~~common stock of the Company were later forfeited by Trinity Alps Property~~ in ~~connection~~general ~~with~~and ~~the~~administrative ~~termination~~expense offor the ~~Trinity~~three ~~Alps~~months ~~Joint~~ended ~~Venture~~April ~~and~~30, ~~canceled by the Company~~2013.

OnShare ~~December~~Issuance 8,Agreement - In October 2009, we entered into a Share Issuance Agreement (the “Share Agreement”) with an investment relations firm, whereby the firm would advance up to $6 million to the Company, ~~issued~~with an option for an additional ~~300~~$6 million,~~000~~ ~~shares~~for the purchase of units comprised of one share of Company common stock ~~(post~~and ~~forward~~a warrant to purchase one share of Company common stock. The ~~split)~~agreement toperiod ~~Trinity~~expired ~~Alps~~December ~~Property~~31, in2011, ~~connection~~and ~~with~~could be extended for an additional 12 months at the ~~Trinity~~discretion ~~Alps~~of ~~Joint~~either ~~Venture~~party. The ~~This~~price ~~transaction~~of ~~was~~each ~~valued~~unit atis ~~$249,000~~equal onto 75 percent of the ~~date~~weighted average closing price of ~~issuance.~~common ~~This~~stock ~~offering~~of ~~was~~the ~~exempt~~Company, ~~from~~as ~~registration~~quoted by NASDAQ, or other source agreed to by the parties, for the preceding ten days prior to each subscription advance to purchase units. The purchase price under ~~Section~~each ~~4(2)~~Purchase Warrant to acquire one additional share of common stock shall be 175 percent of the ~~Securities~~unit ~~Act~~price at which the unit containing the Purchase Warrant being exercised was issued.

OnWarrants ~~March~~- 22As of July 31, ~~2010~~2012 and April 30, ~~the~~2013, ~~Company~~there ~~issued~~are anwarrants ~~additional~~outstanding ~~100~~to purchase 33,~~000~~333 shares of our common stock ~~(post~~at ~~forward~~a ~~stock~~per ~~split)~~share toprice ~~Trinity~~of ~~Alps~~$18.75, ~~Property~~which expire in ~~connection~~January ~~with~~2015. In ~~the~~May ~~Trinity~~2010, ~~Alps~~we ~~Joint~~issued ~~Venture.~~warrants ~~The~~for ~~issuance~~the purchase of ~~these~~53,333 ~~securities~~shares ~~was~~at ~~exempt~~a ~~from~~per ~~registration~~share ~~under~~price ~~Section~~of ~~4(2)~~$6.60; ofthese ~~the~~warrants ~~Securities~~expired ~~Act~~unexercised in May 2012.

OnNote ~~May~~6 – ~~26,~~Related ~~2010,~~Party the Company closed a private placement offering whereupon it issued 800,000 units at a price of $0.25 per unit for gross proceeds of $200,000. The offer and sale of these securities was exempt from registration under Regulation S of the Securities Act. Each unit consisted of one share of common stock, par value $0.001 per share, and one warrant that gave the holder the option to purchase one share of common stock, par value $0.001 per share, at a price of $0.44 over a period of five years.Transactions

During 2009 and 2010, the ~~period~~Company ~~ending~~received working capital advances, substantially all of which was cash, from its then directors, officers and majority shareholders pursuant to terms of loans totaling $310,000. As of July 31, ~~2012~~2010, amounts were due on demand, and consisted of $75,000, $45,000 and $110,000 from the three individuals. In May 2011, Company ~~issued~~management 23determined through discussions with the parties that there was mutual agreement amounts previously reported as loans payable,~~051~~ were considered to have been satisfied in full,~~783~~ ~~for~~and ~~cash~~thus ~~for~~cancelled ~~$48~~or forgiven,~~500~~ in connection with, among other things, departure of service of the individuals with the Company.

OnDuring ~~May~~the 30fiscal year ended July 31, 2012, the Company ~~affected~~received a ~~one~~loan ~~(1)~~from ~~new~~an ~~for~~officer ~~fifteen~~in ~~(15) old reverse stock split for~~ the ~~Company’s~~amount ~~issued and outstanding shares~~ of ~~common stock~~$3,771. ~~This~~ ~~resulted~~The inloan ~~the~~was ~~authorized~~provided ~~shares~~for toworking ~~decrease~~capital ~~from 2~~purposes,~~000,000,000~~ tois ~~133~~unsecured,~~333,334~~ ~~common~~non-interest ~~stock~~bearing, ~~and~~has ~~the~~no ~~outstanding~~specific ~~balance~~terms of ~~shares decreased from 91~~prepayment,~~253,626~~ toand ~~6,083,576,~~remains ~~all~~due ~~with~~at aApril ~~par value of $0.001. The record date of the reverse split was May 22~~30, ~~2012~~2013.

~~Warrants~~Pursuant to the terms of a September 2009 Consulting Agreement with an individual to serve as one of our directors and officers, we issued 66,667 restricted shares of our common stock, and agreed to pay $5,000 per month thereafter. In connection with this agreement one of our other former directors and officers agreed to return for cancellation 1,266,667 shares of our common stock previously issued, and in November 2009, we entered into a consulting agreement with this former director and officer pursuant to which we agreed to pay $40,000 upon entering into the agreement and $5,000 per month thereafter.

AsIn connection with appointment of ~~January~~three ~~31,~~new directors and officers of the Company in April 2013, for services to be provided we issued to each director 2,000,000 shares of our common stock. We have recorded the ~~Company~~estimated ~~had~~fair ~~warrants~~value ~~outstanding~~of shares, based on closing market prices at the date approved by our Board of Directors, of $720,000, which is included in general and administrative expense for the three months ended April 30, 2013. We have also agreed to pay one of the directors $5,000 per month for services to be provided. Additionally, in April 2013, we agreed to pay $5,000 to each of two individuals appointed as ~~follows:~~a Board Advisor. One of the Board Advisors was our sole director and executive officer prior to April 2013. The other Board Advisor is representative for our majority shareholder.

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, 201
Total		1,300,000

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~~Note~~ITEM 72. MANAGEMENT’S -DISCUSSION ~~Income~~AND ~~Taxes~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~In ~~provision~~this ~~(benefit)~~Report, ~~for~~unless ~~income~~otherwise ~~taxes~~specified, ~~for~~all ~~the~~dollar ~~years~~amounts ~~ended~~are ~~July~~expressed ~~31,~~in ~~2012,~~United ~~and~~States ~~2011,~~dollars. ~~were~~All asreferences ~~follows:~~to “common stock” refer to the common shares in our capital stock.

	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	$	-		$	-

Cautionary Statement for Forward-Looking Statements - This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” and those listed in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report. Unless the context otherwise requires, references in this report to “we,” “us,” “ASGC,” or the “Company” refer to American Sierra Gold Corp.

The ~~Company~~following ~~had~~is ~~deferred~~intended ~~income~~to ~~tax~~provide ~~assets~~information asnecessary to understand our unaudited condensed financial statements and highlight certain other information which, in the opinion of ~~July~~management, 31will enhance a reader’s understanding of our financial condition, ~~2012~~changes in financial condition and results of operations. In particular, the discussion is intended to provide information with respect to significant trends and ~~2011~~material changes in our financial position and operating results of our business during the quarterly periods ended April 30, as2013. The ~~follows:~~following should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and accompanying notes thereto appearing in our Annual Report on Form 10-K/A for the fiscal year ended July 31, 2012 (the “Form 10-K”).

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

Overview

~~The~~Proposed ~~Company~~Exchange ~~provided~~Offer - We are a ~~valuation~~publicly-owned ~~allowance~~precious ~~equal~~metal mineral acquisition, exploration and development company. Medinah Gold Inc. (“MGI”) is a privately-owned property holding and mining company with mineral property mining claims in the country of Chile, formed in Nevada in 1999. We are proposing to exchange 63,914,540 shares of our common stock to holders of all of the ~~deferred~~outstanding ~~income~~common ~~tax~~stock ~~assets~~of ~~for~~MGI (the ~~years~~“Exchange”). Following ~~ended~~the ~~July~~exchange, MGI’s operations will become the core business of the combined entity. As of May 31, ~~2012~~2013, there are 16,041,740 shares of ASGC common stock outstanding owned by existing ASGC shareholders. Giving effect to the Exchange, shareholders previously owning shares of MGI would own approximately 80% of total shares outstanding, and ~~2011~~MGI would become a wholly-owned subsidiary of ASCG. These relative security holdings and the composition of our Board of Directors and Executive Officers, ~~because~~the proposed structure, the size of the combining entities and the terms of the exchange of equity interests were considered in determining the accounting acquirer. Based on the weight of these factors, it was concluded that MGI is ~~not~~the ~~presently~~accounting ~~known~~acquirer ~~whether~~and ~~future~~its ~~taxable~~historical ~~income~~financial statements will bebecome ~~sufficient~~those toof ~~utilize~~ the ~~loss~~registrant ~~carryforwards~~after the exchange.

Recent Events and Change of Control - In April 2013, our Board of Directors approved the appointment of three directors and executive officers, who were directors and executive officers of MGI, and ASGC’s former sole officer and director resigned. We have also changed our primary business address from Seattle, Washington to that of MGI in Beaverton, Oregon. In connection with services to be provided as directors, in April 2013, we agreed to issue 2,000,000 shares of our common stock to each of the three new directors, which shares were issued in May 2013. Additionally, commencing in December 2012 through April 2013, in exchange for cash of approximately $185,000, including previously loaned, we issued 3,300,000 shares of our common stock to the majority owner of MGI and one of the Company’s Advisors. As a result, owners of our common stock as of April 30, 2013, that previously did not own shares, now own a majority of the Company’s common stock. There have been no adjustments recognized in these consolidated financial statements relating to this change of control.

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AsGoing Concern - The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of ~~July~~America, 31which contemplate continuation of the Company as a going concern. We have reported net losses and our operating activities have used cash since inception. We expect losses to continue in the near future, ~~2012~~specifically, ~~and~~with ~~2011~~respect to continued funding of exchange related costs prior to consummation of the proposed exchange offer, and after the ~~Company~~exchange as we grow and further develop our operations. We had an accumulated deficit of approximately $5.3 million at July 31,~~260,188,~~ 2012 and $56.1 million at April 30,~~181~~ 2013. We have funded our operations through sales of common stock and short-term borrowings,~~408~~ recently from related parties, ~~respectively~~and require additional funds for future operating expenses. While we have an agreement with a company affiliated with its majority shareholders to continue to fund costs associated with the proposed exchange offer, inour ~~tax~~management ~~loss~~is ~~carryforwards~~currently attempting to identify future business opportunities and is seeking additional sources of equity or debt financing. However, there is no assurance that ~~can~~such financing will be ~~utilized~~available on a timely basis, on terms favorable to us or obtained in ~~future~~sufficient ~~periods~~amounts necessary to ~~reduce~~meet ~~taxable~~our ~~income~~needs. In the event that we cannot obtain additional funds on a timely basis, ~~and~~we ~~will~~may ~~begin~~be forced to ~~expire~~curtail or cease our activities, which would likely result in the ~~year~~loss ~~2027~~to investors of all or a substantial portion of their investment. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

~~Note~~Critical 8accounting policies - ~~Related~~Mineral ~~Party~~property ~~Transactions~~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. Costs of abandoned projects are charged to operations when abandoned. The Company currently does not have any capitalized mining costs.

AsImpact ~~described in Note 4, in January 2007, the Company issued 52,000,000 shares~~ of ~~common~~Inflation ~~stock~~- ~~(post~~Inflation ~~forward~~has ~~stock~~not ~~split)~~had toa ~~Directors~~material ~~and~~effect ~~officers of the Company for cash proceeds of $13,000. As described in Note 3,~~ on ~~September~~our ~~9, 2008, Mr~~operations. 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.

AsResults ~~described in Note 4, as~~ of ~~July 31, 2010, the Company owed $27,301 (July 31, 2009 - $27,301) to an individual who is a former Director, officer, and stockholder of the Company.~~Operations

AsWe ~~described~~have innever ~~Note~~generated 4,revenues asand ofdo ~~July~~not ~~31,~~anticipate ~~2010,~~generating ~~the~~revenues ~~Company~~unless ~~owed~~we are able to ~~the~~develop ~~former~~mining ~~officers~~properties. Our ~~amounted~~general toand ~~$62~~administrative expenses consist primarily of legal,~~500~~ accounting and investor relations fees, and other office expenses. ~~The~~ During ~~loan~~the ~~was~~three ~~provided~~months ~~for~~ended ~~working~~April ~~capital~~30, ~~purposes~~2013, we issued shares of our common stock to our new directors and isothers ~~unsecured~~and recognized approximately $752,000 ~~non~~of stock-~~interest~~based ~~bearing~~compensation expense, which is included in general and ~~has~~administrative noexpenses. Following ~~specific~~is ~~terms~~a summary of ~~repayment.~~general and administrative expenses (in thousands):

As described in Note 4, as of July 31, 2010, a loan for working capital purposes from an officer and stockholder of the Company amounted to $106,000. The loan is unsecured, non-interest bearing, and has no specific terms of repayment.

	three months ended				nine months ended
	April 30,				April 30,
	2012		2013		2012		2013
Revenues	$	-	$	-	$	-	$	-
General and administrative expenses
Legal		13		33		13		97
Accounting		5		2		14		14
Consulting and other professional fees		5		4		6		19
Stock-based compensation expense		-		752		-		752
Other		-		1		7		4
Net loss	$	23	$	792	$	40	$	886

OnOur ~~September~~expenses ~~29,~~vary ~~2009,~~from ~~the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Johannes Petersen~~period, ~~whereby~~depending ~~Mr.~~in ~~Petersen~~large ~~will~~part ~~serve as a Director and Chief Financial Officer of the Company. Pursuant~~ to the ~~terms~~availability of ~~the Consulting Agreement, the Company will pay Mr~~cash. ~~Petersen $5,000 per month, and grant to him 1,000,000 restricted shares of the Company’s common stock as compensation for providing services as a Director.~~ OnSince ~~October~~commencing ~~14, 2009,~~ the ~~Company’s~~proposed ~~Chief~~exchange ~~Executive~~offer Officer, Mr. Wayne Gruden, issued a private warrant to Mr. Johannes Petersen, providing him the right to acquire 1,000,000 shares of the Company’s common stock (the “Warrant Shares”) currently held by Mr. Gruden, for a three-year period. Such warrant is being provided to Mr. Petersen in ~~connection with his Consulting Agreement described above. Simultaneously with issuing Mr. Petersen the warrant~~2012, onlegal ~~October~~costs ~~15,~~have ~~2009,~~increased ~~Mr.~~relating ~~Gruden also agreed~~ to ~~return for cancellation 19,000,000 shares of~~ the ~~Company’s~~proposed ~~common~~exchange ~~stock~~offer ~~currently~~and ~~held~~are ~~under~~expected ~~his name. The cancellation of the 19,000,000 shares of common stock was effected subsequent~~ to ~~October~~be ~~31,~~relatively ~~2009.~~more Asthan ofprior ~~July~~year ~~31,~~amounts ~~2010,~~until the ~~Company~~exchange ~~owed~~is Mrcomplete. ~~Johannes Petersen $17,500 for his consulting services.~~

OnLiquidity ~~November 3, 2009, the Company entered into a Consulting Agreement (the “Consulting Agreement #2”) with Mr. Wayne Gruden, whereby Mr. Gruden serves as a Director~~ and ~~President~~Capital of the Company. Pursuant to the terms of the Consulting Agreement #2, the Company will pay Mr. Gruden $40,000 for Director Services from August 1, 2009 to November 30, 2009. Starting on December 1, 2009, the Company will pay $5,000 per month to Mr. Gruden. As of July 31, 2010, the Company owed Mr. Wayne Gruden $45,000 for his consulting services.Resources

~~Note~~We 9had -a ~~Commitments~~working capital deficit (excess of current liabilities over current assets) of $59,000 at July 31, 2012 and ~~Contingencies~~$8,000 at April 30, 2013. We do not have sufficient sources of funding to enable us to carry out our stated plan of operations over the next twelve months. Our cash flows have been as follows (in thousands):

During 2009 and 2008, the Company had an operating lease commitment for office space with an unrelated party. The monthly lease rate was $214 plus miscellaneous fees. For the years ended July 31, 2009, and 2008, the Company recorded rent expense of $2,200, and $2,449, respectively. The Company terminated the operating lease commitment as part of the change in its business plan.

	nine months ended April 30,
	2012			2013
Cash used by operating activities	$	(37	)	$	(140	)
Cash used by investing activities		-			-
Cash provided by financing activities		26			141
Increase (decrease) in cash	$	(11	)	$	1

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

As of April 30, 2011, the Company made arrangements to use space currently occupied by Mr. Vandeberg. The Company pays $500 per month for use of this space as its corporate offices. The Company plans to remain in this space until it is no longer suitable for its operations or circumstances demand otherwise.

Note 10 - Contracts and Agreements

Mineral Property Option Agreement

On April 30, 2009, the Company entered into a property option agreement (the "Option Agreement") with Yale Resources Ltd., a Canadian public company (“Yale”). Yale holds a 100 percent interest in ten (10) mining concessions covering approximately 28,830 hectares in southwest Chihuahua State, Mexico. Yale also holds options to acquire an additional six (6) mining concessions covering approximately 276 hectares in the same area (the total of the mining concessions known as the “Property”).

Pursuant to the terms of the Option Agreement, American Sierra was granted two (2) exclusive and separate rights and options (the “First Option” and the “Second Option”) to acquire undivided legal and beneficial interests of up to 100 percent in the Property free and clear of all liens, charges, and claims of others.

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InOperating ~~order~~activities toused ~~exercise~~cash ~~the First Option, which gives the Company an undivided 90 percent interest in the Property, the Company is required to (a) make the following payments to Yale: an initial payment~~ of $~~300~~140,000 ~~(already~~during ~~paid by~~ the ~~Company);~~nine ~~$250,000~~months onended ~~or before~~ April 30, ~~2011; $250,000 on or before April 30, 2012; $250,000 on or before April 30,~~ 2013; ~~(b)~~as ~~fund~~compared ~~the following expenditures: $50,000 prior~~ to ~~April 30, 2010; an additional~~ $~~500~~37,000 ~~prior~~during ~~to April 30, 2011; an additional $800,000 prior to April 30, 2012; an additional $1,000,000 prior to April 30, 2013; and (c) make~~ the ~~following~~comparative ~~additional payments: $50,000 upon successful completion of a National Instrument 43-101 compliant technical report; $50,000 upon the commencement of a drilling program on the Property on or~~ prior ~~to August 1, 2009, (payable in stock at the election of the optionor set at the price of the first financing of the Company); $50,000 upon successful completion of the first~~ year’s ~~drilling~~period. Cash ~~work~~used ~~program (payable~~ in ~~stock~~operating atactivities ~~the~~relates ~~election~~to offunding ~~the~~our ~~optionor~~net ~~set at the price of the first financing of the Company); $70~~losses,~~000~~ onmost orsignificant ~~before April 30, 2011, (payable in stock at the election~~ of ~~the~~which ~~optionor~~results ~~set~~from atlegal ~~the~~and ~~price~~other ofprofessional ~~the~~fees ~~first~~incurred ~~financing~~with of the ~~Company);~~proposed ~~$70,000~~exchange onoffer. We orexpect ~~before~~operating ~~April~~activities ~~30,~~to ~~2012,~~continue ~~(payable~~to inuse ~~stock~~cash ~~at the election of the optionor set at the price of the first financing of the Company); and $70,000 on or before April 30, 2013, (payable~~ in ~~stock at~~ the ~~election~~near ~~of the optionor set at the price of the first financing of the Company)~~future.

~~Provided~~We ~~the~~had ~~Company~~no ~~exercises~~investing ~~the~~activities ~~First~~during ~~Option to acquire~~ the 90periods ~~percent undivided interest in the Property~~presented, ~~the~~due ~~Company~~primarily ~~may then exercise the Second Option by (a) issuing~~ to ~~Yale an additional 500,000 shares of common stock (post forward stock split); (b) completing sufficient drilling in order to calculate a resource estimate on or before~~ the ~~seventh~~absence ~~anniversary~~ of ~~the~~available ~~effective date of the Option Agreement; and (c) paying to Yale $0~~funding.~~75 for every equivalent ounce of silver identified from the resource estimate prepared for the Property.~~

~~During~~Our financing activities provided cash of $141,000 during the ~~year-~~nine months ended ~~July~~April 3130, ~~2010~~2013, as compared to $26,000 during the ~~company~~comparative ~~abandoned~~prior year period. During the ~~mineral~~nine ~~property~~months ended April 30, 2013, borrowings provided $110,000 and ~~any~~sales ~~costs~~of ~~related~~our common stock provided $40,000, as compared to ~~the~~$10,000 ~~acquisition~~provided by borrowings and $12,000 provided by sales of our common stock during the ~~property~~comparative ~~have~~prior ~~been~~year ~~written~~period. ~~off~~Financing activities are expected to increase as we raise capital from equity financing to fund future operations and to provide additional working capital.

~~Share~~Off-Balance ~~Issuance~~Sheet ~~Agreement~~Arrangements - As of April 30, 2013, we did not have any off-balance sheet arrangements, as defined in Item 303(a) (4) (ii) of SEC Regulation S-K.

OnItem ~~October 12, 2009, the Company entered into a Share Issuance Agreement (the “Share Agreement”) with Tobermory Holding Ltd~~3., Quantitative ~~a corporation organized under the laws of Nevis (“Tobermory”), whereby the Company has provided a subscription arrangement to Tobermory to advance funds~~ and ~~purchase~~Qualitative upDisclosures toabout ~~$6,000,000~~Market of units of the Company’s securities, with an option to purchase up to an additional $6,000,000 of units, until December 31, 2011. The completion date of December 31, 2011, may be extended for an additional 12 months at the discretion of either the Company or Tobermory.Risk

~~Under~~Not ~~the Share Agreement, each unit consists of one share of common stock of the Company, and a warrant (the “Purchase Warrant”) to purchase an additional share of common stock of the Company~~applicable. The price of each unit is equal to 75 percent of the weighted average closing price of common stock of the Company, as quoted by NASDAQ, or other source agreed to by the parties, for the preceding ten days prior to each subscription advance to purchase units. The purchase price under each Purchase Warrant to acquire one additional share of common stock shall be 175 percent of the unit price at which the unit containing the Purchase Warrant being exercised was issued.

~~The~~Item ~~Company~~4. Controls ~~shall use the proceeds under the Share Agreement for operating expenses, acquisitions, working capital,~~ and ~~general corporate activities.~~Procedures

~~Joint~~Disclosure ~~Venture~~Controls ~~Agreement~~and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our senior management, including our Chief Executive Officer, who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

OnBased ~~October~~upon ~~19,~~that ~~2009~~evaluation, ~~the~~our ~~Company~~Chief ~~entered~~Executive ~~into a Joint Venture Agreement (the “JV Agreement”) with Trinity Alps Resources~~Officer, ~~Inc.~~who ~~(“Trinity~~is ~~Alps”),~~also ~~whereby~~our ~~the~~Chief ~~Company~~Financial ~~will contribute up to a total of $2~~Officer,~~000,000~~ ~~over~~concluded athat ~~period~~our ofdisclosure ~~two~~controls ~~years in order to obtain a 75 percent ownership interest in the entities owning~~ and ~~operating~~procedures ~~certain~~are ~~mineral~~not effective ~~claims and property~~ for ~~the production of gold covering approximately 950 acres in Northern California. The Company paid to Trinity Alps the aggregate sum of $125~~gathering,~~000,~~ inanalyzing ~~part, as a signing fee~~ and, indisclosing ~~part, for~~ the ~~exclusivity~~information ~~period~~that towe ~~negotiate~~are arequired ~~definitive agreement pursuant~~ to ~~the~~disclose ~~parties’~~in ~~non-binding~~reports ~~letter~~filed ofunder ~~intent, which funds will go toward~~ the ~~ultimate~~Securities ~~$2,000,000~~Exchange toAct ~~be contributed by the Company to obtain its 75 percent interest. Under the terms~~ of ~~the Venture Agreement~~1934, ~~the Company will contribute an additional $150,000 at closing and $150,000 within three months of closing (collectively, the “First Semester Payment”),~~ as ~~well as $300,000 within six months of closing (the “Second Semester Payment”)~~amended. Both the First Semester Payment and Second Semester Payment shall be included in the aggregate sum of $2,000,000 to be contributed by the Company no later than two years from closing, to obtain its 75 percent interest.

InChanges ~~furtherance~~in ofInternal ~~the~~Control JVover ~~Agreement,~~Financial ~~the parties intend to form two entities to hold and operate the mineral claims, respectively~~Reporting. ~~The~~ There ~~Company~~have ~~shall~~been ~~receive~~no anchanges ~~immediate 7 percent ownership stake~~ in ~~each~~our ofinternal ~~such~~control ~~entities~~over infinancial ~~exchange~~reporting ~~for~~during ~~its~~the ~~initial~~fiscal ~~contributions,~~quarter ~~and~~ended ~~thereafter,~~April ~~will incrementally increase its ownership interest by 1 percent for each additional $40~~30,~~000~~ ~~contributed. Once such increases reach 40 percent~~2013, ~~the~~that ~~Company~~materially ~~shall be capped at a 40 percent ownership interest level in each entity until the full $2~~affected,~~000,000~~ isor ~~contributed~~are ~~and~~reasonably ~~earmarked~~likely ~~for expenditure with respect~~ to ~~the~~materially ~~properties~~affect, atour ~~which~~internal ~~point,~~control ~~the~~over ~~Company’s~~financial ~~ownership interest shall automatically increase to 75 percent in each entity~~reporting.

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Further, and as an additional inducement for Trinity Alps to enter into the Transaction, the Company shall, at closing, issue to Trinity Alps 2,000,000 shares of the Company’s common stock and warrants to purchase an additional 2,000,000 shares of common stock Such shares and warrants will be held in trust, and issued in increments of 500,000 shares and warrants, respectively, at certain intervals following the closing.

Additionally, in accordance with the terms of the JV Agreement, the Company will grant Trinity Alps the right to designate such number of individuals to the Company’s Board of Directors as to constitute one-third of the full membership of the Board during the term of the Venture Agreement. After the completion of the term of the Venture Agreement, the number of individuals designated by Trinity Alps as members of the Board of Directors of the Company may be reduced from one-third to one-fifth of the full membership of the Board.

On December 8, 2009, the Company closed the JV Agreement with Trinity Alps. At closing, the Company (1) contributed $150,000 to an escrow account for the benefit of Trinity Alps, and (2) issued 2,000,000 shares of the Company’s common stock and warrants to purchase an additional 2,000,000 shares of the common stock to Trinity Alps.

This transaction has been accounted for using the equity method of accounting as the Company is been deemed to have significant influence over the operations of the Joint Venture. All equity contributions will be offset by losses suffered by the Joint Venture.

During the year-end, the company ended the Joint Venture agreement and has written off any costs associated with the property and Joint Venture.

Note 11 – Business Combination

On November 29, 2012, the Company terminated the agreement and plan of merger entered into with Medinah Gold, Inc. As a result of the termination, the Company withdrew the registration statement on Form S-4. The Company and Medinah Gold, Inc. mutually agreed to the termination agreement.

The Company now plans to offer an exchange of securities directly with Medinah shareholders on terms and conditions similar to the original merger agreement. The Company is proposing for Medinah to become a majority owned subsidiary pursuant to an exchange offer. Upon the exchange, Medinah shareholders can elect to have their shares converted into common shares of American Sierra Gold Corp on a one-for-one basis, which is expected to approximately 64,061,040 shares of common stock.

Following the exchange of a majority of the Medinah shares, the exchange will be accounted for as a majority owned subsidiary, whereby ASGC will be the continuing entity for financial reporting purposes and will be deemed, for accounting purposes, to be the acquirer of Medinah.

Note 12 - Recent Accounting Pronouncements

In December 2010, the FASB issued updated guidance on when and how to perform certain steps of the periodic goodwill impairment test for public entities that may have reporting units with zero or negative carrying amounts. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with early adoption prohibited. The adoption of this standard update did not impact the Company’s consolidated financial statements.

In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common stock” refer to the common shares in our capital stock.

OVERVIEW

We are an exploration stage company focused on acquiring, exploring and developing precious metal mineral properties. We were 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.

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 2 will refer to post-forward stock split share amounts.

Mining Properties

Our primary business focus is to evaluate, acquire, explore and develop precious metal mineral properties in North America; primarily gold properties. In November 2010, we acquired a 100% undivided interest in six mineral claims in the Adams Ridge area of British Columbia, Canada (the “Adams Ridge Claims”) totalling approximately 2,479 hectares. We are in the exploration stage with respect to the Adams Ridge Claims.

Our plan is to conduct mineral exploration activities on the Adams Ridge Claims in order to assess whether the sites possesses mineral deposits of gold or other precious metals in commercial quantities, capable of commercial extraction. We have not yet commenced exploration activities due to budgetary constraints and, therefore, have not established whether there are mineral reserves at the Adams Ridge Claims sites. There is no assurance that we will be able to commence exploration activities and, if we do, that we will find mineral deposits at the sites.

Even if we do eventually discover a mineral reserve on one of our sites, 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 that are explored are ultimately developed into producing mines.

We will only acquire additional mineral rights if an opportunity arises that we believe would justify the expenditure and we have sufficient capital available to make the acquisition.

Government Regulation

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.

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.

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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 incorporated by reference herein to this Annual Report as Exhibit 10.5.

Going Concern Consideration

Concerns have been raised by our accountants about our ability to continue as a going concern. While no formal steps have been taken by the Company, 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.

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 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.

Comparison of Results for the Six Months Ended January 31, 2013 and 2012

Revenues

We have not generated revenues since our inception on January 30, 2007, 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 extract and sell such minerals.

Operating Expenses

As our cash resources decrease, we have had to commensurately decrease our operating expenses.

For the six months ended January 31, 2013 and 2012, we incurred $55,365 and $1,688, respectively, in total operating expenses, a period-to-period increase of $53,677.

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The only expenses that we incurred in the six months ended January 31, 2013 were consulting, investor relations, legal fees, bank charges, accounting expenses and other office expenses. The most significant increases in period-to-period expenses were for consulting services, investor relations, accounting and legal services.

Interest Expense

We had total interest expense of $180 for the six months ended January 31, 2013, compared to $1,072 for the six months ended January 31, 2012.

Net Loss

We had a net loss of $55,545 for the six months ended January 31, 2013, compared to a net loss of $2,760 for the six months ended January 31, 2012, an increase in net loss of $52,785. The period-to-period decrease in net loss was due to a significant decrease in operating expenses as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2013, we had current assets totaling $36 and total liabilities of $153,621, primarily consisting of a note payable in the amount of $145,000 and accounts payable and accrued expenses in the amount of $4,850. We had a working capital deficit of $153,585 and a deficit accumulated during the exploration stage of $5,354,527 at January 31, 2013. The following table summarizes our assets, liabilities and working capital at January 31, 2013 and October 31, 2012.

	At January 31, 2013		At October 31, 2012
Current assets	$	36	$	3,235
Current liabilities		153,621		101,146

Operating Activities

We had negative cash flow from operating activities of $55,365 during the six months ended January 31, 2013, as compared to negative cash flow from operating activities of $1,688 during the six months ended January 31, 2012.

Investing Activities

Cash used in investing activities during the six months ended January 31, 2013 and 2012 was $nil, respectively, since we did not acquire any mining rights during those periods. Net cash flows from investing activities from our inception, January 30, 2007, through January 31, 2013, was $1,074,271, substantially all of which was spent on acquiring mineral rights.

Financing Activities

We had financing activities during the six months ended January 31, 2013, which provided net cash of $100,750 to us, as compared with financing activities during the six months ended January 31, 2012, which provided net cash of $12,521 to us.

Net Cash Flow

Our cash and cash equivalents decreased by $223 during the six month period ended January 31, 2013, as compared to a decrease of $8,095 during the six months ended January 31, 2012.

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 may need 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 continue our acquisition and 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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GOING CONCERN CONSIDERATION

The Company’s financial statements in this 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 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.

MINERAL PROPERTIES

We currently have a 100% interest in six mineral claims in the Adams Ridge area of British Columbia. For more information about these claims, see the section of above entitled “Overview” contained in this Report, which disclosure is incorporated herein by reference.

CAPITAL EXPENDITURES

We do not plan to make any capital expenditures over the next six months.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 13 to the Notes to the Financial Statements in this Report, which disclosure is incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. 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 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 six months ended January 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not aware of any pending or threatened litigation against us or our officer and director in his capacity as such that could have a material impact on our operations or finances.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None~~During December 2012 through April 2013, in exchange for cash of approximately $185,000, including amounts previously loaned, we issued 3,300,000 shares of our common stock to the majority owner of MGI. In April 2013, our Board of Directors approved the appointment of three directors and executive officers, who were directors and executive officers of MGI, and ASGC’s former sole officer and director resigned, whose resignation did not arise from any disagreement on any matter relating to our operations, policies or practices, nor regarding the general direction of ASGC. We have also changed our primary business address from Seattle, Washington to that of MGI in Beaverton, Oregon. In connection with services to be provided as directors, we issued 2,000,000 shares of our common stock to each of the three new directors. As a result, owners of our common stock as of April 30, 2013, that previously did not own shares, now own a majority of our common stock.

Pursuant to terms of a December 5, 2012 Loan and Stock Purchase Agreement, in December 2012, we issued 2,600,000 shares of our common stock upon conversion of the convertible note and other prior loans totaling approximately $145,000, and during the three months ended April 30, 2013, we issued 800,000 shares of our common stock in exchange for cash of $40,000. Terms of the agreement the investor agrees to make future loans to us with interest at 6% per annum with the investor having the right to purchase shares of our common stock at $0.05 per share in the amount of future loans.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

We are not required to provide disclosure under this item because we do not have any mining operations.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The Exhibit Index attached to this Report is incorporated herein by reference.

Certain ~~of the~~ agreements filed as exhibits to this 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 the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERICAN SIERRA GOLD CORP.
Date: March 16, 2012	By:	/s/ James Vandeberg
Date: June 17, 2013	By:	/s/ Larry Regis
		James Vandeberg
		Larry Regis
		Principal Executive Officer and Principal Accounting and Financial Officer
		Principal Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description	Location
Exhibit No. on EDGAR	Description of Exhibit	Location
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.
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.
3.2	Bylaws	Incorporated herein by reference from the Company’s registration statement on Form SB-2 filed with the SEC on November 7, 2007.
3.1	Articles of Incorporation	Incorporated herein by reference from the Company’s registration statement on Form S-4 filed with the SEC on June 3, 2013.
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.
3.2	Bylaws	Incorporated herein by reference from the Company’s registration statement on Form S-4 filed with the SEC on June 3, 2013.
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.
3.3	Articles of Merger	Incorporated herein by reference from Exhibit 3.01 to the Company’s report on Form 8-K, filed with the SEC on May 27, 2009.
3.4	Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209	Incorporated herein by reference from Exhibit 3.02 to 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.
10.1	Form of Subscription Agreement with Tobermory Holding Ltd. dated October 12, 2009	Incorporated herein by reference from Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC on September 9, 2009, and then updated on the Company’s report on Form 8-K filed with the SEC on January 4, 2010.
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.
10.1	Share Issuance Agreement between the Company and Tobermory Holding Ltd. dated October 12, 2009	Incorporated herein by reference from Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC on October 13, 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.
10.1	Consulting Agreement between the Company and Johannes Peterson dated September 29, 2009.	Incorporated herein by reference from Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC on October 5, 2009.
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.
10.4	Joint Venture Agreement between the Company and Trinity Alps Resources, Inc. dated October 19, 2009	Incorporated herein by reference from Exhibit 10.4 to Company’s report on Form 10-Q filed with the SEC on December 18, 2009.
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.
10.5	Amendment No. 1 to Joint Venture Agreement between the Company and Trinity Alps Resources, Inc. dated October 23, 2009	Incorporated herein by reference from Exhibit 10.5 to the Company’s report on Form 10-Q filed with the SEC on March 23, 2010.
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.
10.6	Specimen Warrant Certificate of American Sierra Gold Corp.	Incorporated herein by reference from Exhibit 10.6 to Company’s report on Form 10-Q filed with the SEC on March 23, 2010.
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.
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.

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10.7	Limited Liability Company Agreement of Gold Run Enterprises, Inc.	Incorporated herein by reference from Exhibit 10.7 to Company’s report on Form 10-Q filed with the SEC on March 23, 2010.
10.8	Limited Liability Company Agreement of Bowerman Holdings, LLC	Incorporated herein by reference from Exhibit 10.8 to from the Company’s report on Form 10-Q filed with the SEC on March 23, 2010.
10.7	Land Trust Agreement between the Company and Carl von Einsiedel, Trustee of BC Land Trust, dated November 4, 2010	Incorporated herein by reference from Exhibit 10.7 to Company’s report on Form 10-Q filed with the SEC on March 17, 2011.
10.7	Securities Purchase Agreement between the Company and Asher Enterprises, Inc. dated May 18, 2011	Incorporated by reference from Exhibit 10.7 to 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 Exhibit 10.8 to 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 Exhibit 10.9 to 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 Exhibit 10.10 to 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 Exhibit 10.11 to Company’s report Form 10-Q filed with the SEC on March 16, 2012.
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.

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