WESTERN SIERRA RESOURCE Corp - Annual Report: 2004 (Form 10-K)

Securities registered under Section 12 (b) of the Exchange Act: None


Securities registered under Section 12 (g) of the Exchange Act:

Shares of Common Stock, par value $.001
(Title of class)

The issuer has (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or such shorter period as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day: Yes X No

Disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this form 10-KSB. [ X ] Revenues from continuing operations for the year ended December 31, 2004 were $-0-.

The aggregate market value of voting common stock held by non affiliates was $-0- on December 31, 2004 based on the price at which the stock was sold or the average bid and ask price of such stock on that day. As of December 31, 2004, 30,596,387 shares of the issuer's common stock, par value $.001, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant’s definitive proxy statement pursuant to Regulation 14A of

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The Securities and Exchange Commission maintains an Internet site (http://www.sec.gov) which contains reports, proxy and information statements, and other information regarding us. Our Form 10-K filed with the Commission includes all exhibits required to be filed with the Commission. Copies of this Form 10-K, not including any of the exhibits listed under Item 13 of the Form 10-K, are available without charge upon request. Please contact us at 928-680-5513 to request copies of the Form 10-K and for information as to the number of pages contained in each of the exhibits and to request copies of the exhibits.

This report contains forward-looking statements that involve risks and uncertainties, including statements regarding our plans, objectives, goals, strategies and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Cautionary Statement for forward-Looking Information” and elsewhere in this report. Unless the context otherwise requires, “Western”, “the Company”, “we” “our” and “us” refer to Western Sierra Mining Corp.

The Company was incorporated under the laws of the State of Utah on August 19, 1907 as The Gold Chain Mining Company. On September 28, 2001 the Company changed its name to Global DECS Corp. On December 4, 2003, the Company acquired Western Sierra, Inc., a private mining company and changed its name to Western Sierra Mining Corp. The Company began as a mineral resource company, whose common stock reported to and was listed on the Intermountain Stock Exchange from 1908 until that exchange closed in 1985. Following the passage of the Securities Act of 1933, as amended (the "1933 Act"), and the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company also was a reporting company to the SEC under the 1934 Act. We are currently listed with the National Quotation Bureau under the trading symbol WSRM.

Production on the mining and mineral interests acquired by the Company over the years never commenced and we have therefore been considered in the exploration stage. Our principal activities have consisted of planning, establishing sources of production and supply, developing markets and raising capital.

In June, 2001, the Company entered into a Plan and Agreement of Reorganization with Emission Controls Corp. (“ECC”) pursuant to which, ECC was to acquire control of the Company through purchasing control shares for cash and securities. The Company issued into escrow 17,195,850 shares of its common stock as a part of the plan of reorganization. The plan was rescinded in October, 2001 but the 17,195,850 shares remain outstanding.

In November, 2001, we signed an assignment agreement with a foreign investment company to acquire certain assets of a medical technology company intending to develop and market certain medical products. On November 20, 2001 we filed a Form 8-K to report the asset purchase agreement. The agreement required the Company to issue 55,000,000 shares of the Company’s restricted common stock for the medical technology and assets. The agreement was never consummated and subsequent to the date of this annual report, has been rescinded and the 55,000,000 shares cancelled.

In October of 2003, the shareholders of Global approved a 200 for 1 reverse split as filed with the SEC on Form 14C. (See Item 4, Documents incorporated by Ref and Submission of Matters to a vote of Security holders)

In December, 2003 Global Decs Corp acquired 100% of the outstanding common stock of a private Oklahoma mining company, Western Sierra, Inc. The transaction required Global to exchange five (5) shares of its newly issued restricted common stock for each share of the outstanding shares of Western Sierra, Inc. At the time of the acquisition, Western Sierra Inc. had four million (4,000,000) restricted common issued and outstanding. The transaction was effective on December 4^th, 2003 and the commission was notified on Form 8-K.

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Any securities which the Company acquired in exchange for its Common Stock are "restricted securities" within the meaning of the Securities Act of 1933, as amended (the "Act"). If the Company elects to resell such securities, such sale cannot proceed unless a registration statement has been declared effective by the Securities and Exchange Commission or an exemption from registration is available. Section 4(1) of the Act, which exempts sales of securities not involving a distribution, would in all likelihood be available to permit a private sale. Although the plan of operation does not contemplate resale of securities acquired, if such a sale were to be necessary, the Company would be required to comply with the provisions of the Act to effect such resale.

With the acquisition of Western Sierra Inc., we are again in the business of acquiring, developing and mining mineral properties. Our primary focus is the development of the Perita placer concession in Sonora Mexico. In addition, we have entered into a Joint Venture in a contract mining operation at the Picacho mine also located in Sonora Mexico. We will continue to look at other potential placer mining properties which could be found by the Company to be operated commercially to the benefit of our shareholders. (see Item 6, Results of Operations)

The Picacho Joint Venture

We have entered into a contract with Minera La Escuadra, S.A. DE C.V. to process 30,000 tons of mine dumps located in the Picacho mine. We will split the expenses and the profits (if any) 50%/50% the Minera La Escuadra.. Our responsibility to the J-V is to construct a free gold recovery circuit and operate this recovery plant in conjunction with the on-going operation of the Picacho mine.

The Picacho mine has been in production for many years. We believe that the addition of the recovery circuit constructed by our Company will enhance the overall recovery of the Picacho operation and so will be a valuable benefit to both parties. To date we have spent approximately $ 998,781 on the construction of the processing facility. The water gravity plant is now 98% complete and production trials are under way. The plant under construction may be viewed at our web site at westernsierramining.com. The start of operations may depend on obtaining additional funding and insuring sufficient raw materials for commercial operation.

While we believe the recovery effort can be beneficial to our net income, there is no assurance that any recovery operation conducted at the Picacho mine can be profitable. In the event this recovery operation can not be come profitable during the first half of 2004, the negative financial impact on our bottom line may well impair our ability to continue operations not only at the Picacho, but at the Perita as well. (See Item 5-No assurance of Success or profitability and Item 7 Need for additional Financing)

The Perita Concession

Our Company has acquired an option to mine concession known as the La Pirita. The La Perita was obtained from the current owner Ing. Emilio Acuna Peralta. The Pirita is located near the city of Bacoachi, Sonora, Mexico. We are now evaluating the property and all efforts therein are in the development stage. We are seeking to identify any commercially viable minerals that may be present on the concession. While the data that has been given to us about the property and its history and the history of the surrounding areas makes us believe the concession may contain viable commercial values of gold and or silver, we do not yet have sufficient information to warrant the establishment of a commercial mineral extraction facility similar to the one just completed at the Picacho. Even in the event that we do develop sufficient information to believe a small prototype production plant is warranted, we may not have the funds to construct such a facility. In any event, we also need to conform to the environmental permitting, rules and regulations for the use of water rights and other regulations under the mining laws of Mexico.

We are now paying $2000.00 (U.S.) per month to the current owner for the future option to mine the concession. The term of the option is for seven months or until June 5, 2004. At that time under the present option agreement, we will need to pay an additional one million dollars ($1,000,000) to complete the acquisition. How the one million dollars is to be paid is subject to a formal agreement between our company and Mr. Acuna.

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No Rights of Dissenting Shareholders

The Company does not intend to provide Company shareholders with complete disclosure documentation including audited financial statements, concerning a possible target company prior to acquisition, because Utah Business Corporation Act vests authority in the Board of Directors to decide and approve matters involving acquisitions within certain restrictions. Any transaction would be structured as an acquisition, not a merger, with the Registrant being the parent company and the acquiree being merged into a wholly owned subsidiary. Therefore, a shareholder will have no right of dissent under Utah law.

Administrative Offices

The Company currently maintains its executive offices at 2750 Cisco Drive South, Lake Havasu City, Arizona, 86403. The Company maintains a repair and mobilization facility at 805 North Douglas Av., Douglas, Arizona 85607. Both properties are subject to a “month to month” rental agreement with their respective owners.

Employees

The Company is an exploration stage company and currently has no full time employees. The Company currently uses consultants, attorneys and accountants on an as needed basis. We expect to be in a position during the operating year 2005 to hire full time people. We may also enter into long-term contracts with key management persons, but that will depend upon the outcome of the current processing contract work at the Picacho mine. See "Executive Compensation" and under "Certain Relationships and Related Transactions."

ITEM 1A.    RISK FACTORS.

1. Conflicts of Interest. Certain conflicts of interest may exist between the Company and its officers and directors. They have other business interests to which they devote their attention, and may be expected to continue to do so although management time should be devoted to the business of the Company. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to the Company. See "Management" and "Conflicts of Interest."

2. Need For Additional Financing. The Company has very limited funds, and such funds may not be adequate to complete our joint-venture contract mining project, nor to develop any additional concession that we may be able to acquire. We plan to use the cash flow from the contract mining to pay a portion of the incurred debt to construct the facility and to insure the development of the Pirita. In the event there is any delay in the operation of the plant or for any reason it does not provide the income expected, we would need to seek outside capital to complete the project or to develop the Pirita. Even with the best possible outcome at the Picacho, the ultimate success of the Company may depend upon our ability to raise additional capital. The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until we can determines a need for additional financing. If additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the Company's operations will be limited to those that can be financed with its modest capital.

3. Regulation of Penny Stocks. The Company's securities, when trading commences, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company's securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.

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In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended. Because the securities of the Company may constitute "penny stocks" within the meaning of the rules, the rules would apply to the Company and to its securities. The rules may further affect the ability of owners of Shares to sell the securities of the Company in any market that might develop for them.

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The Company's management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company's securities.

4. Lack of Operating History. Although the Company was formed in 1907, it has never had significant operations and should be considered a development stage company. Due to the special risks inherent in the investigation, acquisition, or involvement in its current or new business opportunity, the Company must be regarded as a new or start-up venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject.

5. No Assurance of Success or Profitability. We are an exploration stage company. There is no data to indicate that any commercial values of gold, silver or any other minerals exist on the Pirita or any other property we may be evaluating. Further, we have not yet been able to place the recovery plant at the Picacho mine in operation. Therefore we have no assurance the operation will effectively remove gold or silver (assuming these minerals do exist in the material be processed) or that the plant can be operated at profit.

7. Lack of Diversification. Because of the limited financial resources that the Company has, it is unlikely that the Company will be able to diversify its acquisitions or operations. The Company's probable inability to diversify its activities into more than one area will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations.

8. Other Regulation. The business of the Company, miming, is a business that is subject to regulation or licensing by federal, state, or local authorities both in the United States and Mexico. Compliance with such regulations and licensing can be expected to be a time-consuming, expensive process and may limit other investment opportunities of the Company.

9. Dependence upon Management; Limited Participation of Management. The Company currently has individuals who are serving as its officers and directors on a part time basis. The Company will be heavily dependent upon their skills, talents, and abilities to implement its business plan, and may, from time to time, find that the inability of the officers and directors to devote their full time attention to the business of the Company results in a delay in progress toward implementing its business plan. See "Management." Therefore investors should critically assess the information concerning the Company's officers and directors.

10. Lack of Continuity in Management. The Company does not have an employment agreement with its officers and directors or key members of the operational team, and as a result, there is no assurance they will continue to manage the Company in the future.

11. Indemnification of Officers and Directors. Utah Statutes provide for the indemnification of its directors, officers,

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employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the Company. The Company will also bear the expenses of such litigation for any of its directors, officers, employees, or agents, upon such person's promise to repay the Company therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by the Company which it will be unable to recoup.

12. Director's Liability Limited. Utah Statutes exclude personal liability of its directors to the Company and its stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, the Company will have a much more limited right of action against its directors than otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.

13. No Foreseeable Dividends. The Company has not paid dividends on its Common Stock and does not anticipate paying such dividends in the foreseeable future.

14. Competition. We compete with other companies and individuals to acquire mining projects and to recruit and train qualified employees. Many of these companies are substantially larger and have greater financial resources than we do. As a result of strong competition for a limited number of jobs and project opportunities, it is difficult for us to acquire projects or staff to operate them. We are also competing, for the most part, in Mexico where we may be at risk of not being able to acquire or maintain people or projects that might be first offered to Mexican mining companies. (See Section 16, Operations in Mexico)

15. Operations in Mexico. We as do many other “foreign” companies, operate in Mexico through our 100% owned Mexican corporation, Black Mountain Mining. The management of Black Mountain is controlled from our Company via the Board of Directors. Mr. C.B. Johnson II has been appointed the Administrador Unico. All of the outstanding shares of Black Mountain have been issued to our company. (See Item 12, Certain Relationships and Related Transactions)

ITEM 2.   DESCRIPTION OF PROPERTY.

The Company has no property. The Company does maintain one administrative office at 2750 Cisco Drive South, Lake Havasu City, Arizona and maintains a repair and mobilization facility at 805 North Douglas Av., Douglas, Arizona 85607. Both properties are subject to a “month to month” rental agreement with their respective owners.

The Company currently has no investments in real estate, real estate mortgages, or real estate securities, and does not anticipate making any such investments in the future. We did have an option to acquire a potential mining property designated the Pirita located in Sonora, Mexico. The property consisted of 1.9 million hectares. The cost of the option was $30,000. The option expired the 5^th day of June, 2004. While we are continuing to look at the property for the long term use, we still have insufficient information to make any final evaluation of the property. We have found gold on the Parita property, but as yet can not make “commercial sense” for building any kind of a placer gold recovery system on site similar to the almost completed plant at Picacho.

ITEM 3.   LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

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

During the period covered for this report, there were no issues submitted to a vote of the Company’s security holders.

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company’s stock is listed with the National Quotation Bureau under the trading symbol WSRM. Such securities are currently held of record by a total of approximately 985 persons. As of December 31st, 2004, there are 30,596,387 shares issued and outstanding.

No dividends have been declared or paid on the Company's securities, and it is not anticipated that any dividends will be declared or paid in the foreseeable future.

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

Cautionary Statement on Forward-Looking Statements

Some information contained in or incorporated by reference into this report on Form 10-KSB may contain "forward-looking statements," as defined in Section 21 E of the Securities and Exchange Act of 1934. These statements include comments regarding exploration and mine development and construction plans, costs, grade, production and recovery rates, permitting, financing needs, the availability of financing on acceptable terms or other sources of funding, and the timing of additional tests, feasibility studies and environmental permitting. The use of any of the words "anticipate," "continue," "estimate," "expect," "may," "will, "project," "should," "believe" and similar expressions are intended to identify uncertainties. We believe the expectations reflected in those forward-looking statements are reasonable. However, we cannot assure you that these expectations will prove to be correct. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and other factors set forth in, including the section "Issues and Uncertainties" below, or incorporated by reference into, this report:

o worldwide economic and political events affecting the supply of and demand for gold;

o volatility in market prices for gold and other metals;

o financial market conditions, and the availability of debt or equity financing on terms acceptable to our company;

o uncertainties as to whether additional drilling, testing and feasibility studies will establish reserves at any of our properties;

o uncertainties associated with developing a new mine, including potential cost overruns and the unreliability of estimates in early states of mine development;

o uncertainties as to title to our properties and the availability of sufficient properties to allow for planned activities 

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o variations in ore grade and other characteristics affecting mining, crushing, milling and smelting operations and mineral recoveries;

o geological, metallurgical, technical, permitting, mining and processing problems; the availability and timing of acceptable arrangements for power, transportation, mine construction, contract mining, water and smelting; the availability, terms conditions and timing of required government approvals;

o uncertainties regarding future changes in tax and foreign-investment legislation or implementation of existing tax and foreign-investment legislation;

o the availability of experienced employees; and

o political instability, violence and other risks associated with operating in a country like Mexico with a developing economy.

Many of those factors are beyond our ability to control or predict. You should not unduly rely on these forward-looking statements. These statements speak only as of the date of this report on Form 10-KSB. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to our Company and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this report on Form 10-KSB.

Results of Operations

General

During the fiscal year ended December 31, 2003, we entered into a Joint Venture contract with Minera La Escuadra to process 35,000 tons of mine dumps located at the Picacho mine in Sonora, Mexico. We have spent a total of $366,316 in plant development costs.

Revenues.

We generated no revenues from mining operations during the fiscal year ended December 31, 2004.

Costs and Expenses.

We have expended a total of $1,346,520 for costs and expenses during the period ended December 31, 2004.

In accordance with SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," we review our long-lived assets for impairments. Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable impairment losses then are measured by comparing the fair value of assets to their carrying amounts. No impairment loss was recognized at December 31, 2004

Stock based compensation totaled $172,508 during the period ended December 31, 2004.

Net Income.

Our net loss for the period ended December 31, 2004 was $1,346,520.

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As of December 31, 2004, we had negative working capital of approximately $97,367. To the extent that cash flow is unavailable, management intends to raise all necessary capital through private financing and/or the sale of our securities.

During the year ended December 31, 2004, we obtained approximately $744,000 from the issuance of Common Stock. All of our planned activities are dependent upon our ability to obtain adequate financing. Financing, is being sought through private loans and the sale of equity.

There is no assurance whatsoever that we will generate any operating revenues during the fiscal year ending December 31, 2005 or that any of our proposed plans to raise capital and otherwise fund operations will prove successful. Our inability to obtain sufficient funding will delay our planned operations or, possibly, force us to go out of business.

Environmental Issues

In Mexico, we are not aware of any significant environmental concerns or existing reclamation requirements. Any costs or delays associated with obtaining required permits could have an impact on our ability to timely complete our planned activities.

Off-Balance Sheet Transactions

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies for us include impairment of long-lived assets, accounting for stock-based compensation and environmental remediation costs.

In accordance with SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," we review our long-lived assets for impairments. Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses then are measured by comparing the fair value of assets to their carrying amounts. During the period ended December 31, 2004, we performed a review of our mine and mill improvements and determined that no impairment loss should be recognized. Accordingly, no impairment loss was recognized in 2004.

Environmental remediation costs are accrued based on estimates of known environmental remediation exposure. Such accruals are recorded even if significant uncertainties exist over the ultimate cost of the remediation. It is reasonably possible that our estimates of reclamation liabilities, if any, could change as a result of changes in regulations, extent of environmental remediation required, means of reclamation or cost estimates. Ongoing environmental compliance costs, including maintenance and monitoring costs, are expensed as incurred. There were no environmental remediation costs accrued at December 31, 2004.

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ISSUES AND UNCERTAINTIES

The following issues and uncertainties, among others, should be considered in evaluating our financial

outlook.

We have not generated any operating revenues. If we are unable to commercially develop our mineral properties, we will not be able to generate profits and our business may fail.

To date, we have no producing properties. As a result, we have no current source of operating revenue and we have historically operated and continue to operate at a loss. Our ultimate success will depend on our ability to generate profits from our properties. Our viability is largely dependent on the successful commercial development of the Picacho project.

We lack operating cash flow and rely on external funding sources. If we are unable to continue to obtain needed capital from outside sources, we will be forced to reduce or curtail our operations.

We do not generate any positive cash flow from operations and we do not anticipate that any positive cash flow will be generated for some time. We have limited financial resources. Option agreements which we hold as well as our joint venture agreement with Minera La Escuadra, impose financial obligations on us. We cannot assure that additional funding will be available to allow us to fulfill such obligations.

Further exploration and development of the mineral properties in which we hold interests depends upon our ability to obtain financing through other debt financing, equity financing, or other means.

Failure to obtain additional financing on a timely basis could cause us to forfeit all of our interest in our concessions and our joint venture with inera La Escuadra and reduce or terminate our operations.

Our ability on a going forward basis to discover viable and economic mineral reserves is subject to numerous factors, most of which are beyond our control and are not predictable.

Exploration for gold is speculative in nature, involves many risks and is frequently unsuccessful. Any gold exploration program entails risks relating to

The commercial viability of a mineral deposit is dependent on a number of factors including:

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The effect of these factors cannot be accurately predicted.

We cannot assure that current or proposed exploration or development on our other properties in which we have an interest will result in the discovery of gold mineralization reserves or will result in a profitable commercial mining operation.

We have a limited number of prospects. As a result, our chances of commencing viable mining operations are dependent upon the success of one project.

Gold prices can fluctuate on a material and frequent basis due to numerous factors beyond our control. If and when we commence production, our ability to generate profits from operations could be materially and adversely affected by such fluctuating prices.

The profitability of any gold mining operations in which we have an interest will be significantly affected by changes in the market price of gold. Gold .prices fluctuate on a daily basis and are affected by numerous factors beyond dour control, including:

Each of these factors can cause significant fluctuations in gold prices. Such external factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The price of gold has historically fluctuated widely and, depending on the price of gold, revenues from mining operations may not be sufficient to offset the costs of such operations.

Changes in regulatory or political policy could adversely affect our exploration and future production activities.

Any changes in government policy may result in changes to laws affecting:

Any such changes may affect our ability to undertake exploration and development activities in respect of present and future properties in the manner currently contemplated, as well as our ability to continue to explore, develop and operate those properties in which we have an interest or in respect of which we have obtained exploration and development rights to date. The possibility in Mexico, as in any other foreign region, that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.

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Compliance with environmental regulations could adversely affect our exploration and future production activities.

With respect to environmental regulation, environmental legislation generally is evolving in a manner which will require:

There can be no assurance that future changes to environmental legislation and related regulations, if any, will not adversely affect our operations. We could be held liable for environmental hazards that exist on the properties in which we hold interests, whether caused by previous or existing owners or operators of the properties. Any such liability could adversely affect our business and financial condition.

Mining Risks and Potential Inadequacy of Insurance Coverage could adversely affect us.

If and when we commence mining operations at any of our properties, such operations will involve a number of risks and hazards, including:

Industrial accidents could have a material adverse effect on our future business and operations. Although as we move forward in the development of any of our properties we plan to maintain insurance within ranges of coverage consistent with industry practice, we cannot be certain that this insurance will cover the risks associated with mining or that we will be able to maintain insurance to cover these risks at economically feasible premiums. We also might become subject to liability for pollution or other hazards which we cannot insure against or which we may elect not to insure against because of premium costs or other reasons. Losses from such events could have a material adverse effect on us.

We do not currently have liability insurance in place. Although we are currently seeking to obtain insurance, if we are unable to obtain adequate insurance and someone is injured on our property, our financial condition could be materially and adversely affected.

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At present we do not have liability insurance coverage in place. We are currently seeking to obtain such insurance and hope to have it soon. If we are unable to obtain adequate insurance and/or prior such insurance taking effect, someone is injured on our property and we are determined to be liable, our financial condition could be materially and adversely affected.

Calculation of reserves and metal recovery dedicated to future production is not exact, might not be accurate and might not accurately reflect the economic viability of our properties

Reserve estimates may not be accurate. There is a degree of uncertainty attributable to the calculation of reserves, resources and corresponding grades being dedicated to future production. Until reserves or resources are actually mined and processed, the quantity of reserves or resources and grades must be considered as estimates only. In addition, the quantity of reserves or resources may vary depending on metal prices. Any material change in the quantity of reserves, resource grade or stripping ratio may affect the economic viability of our properties. In addition, there can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in large tests under on-site conditions or during production.

We are dependent on the efforts of certain key personnel and contractors, the loss of whose services could have a materially adverse effect on our operations.

We are dependent on a relatively small number of key personnel, the loss of any one of whom could have an adverse effect on us. In addition, while certain of our officers and directors have experience in the exploration and operation of gold producing properties, we will remain highly dependent upon contractors and third parties in the performance of our exploration and development activities. As such there can be no guarantee that such contractors and third parties will be available to carry out such activities on our behalf or be available upon commercially acceptable terms.

There are uncertainties as to title matters in the mining industry. We believe that we have good title to our properties; however, defects in such title could have a material adverse effect on us We have investigated our rights to explore, exploit and develop our various properties in manners consistent with industry practice and, to the best of our. knowledge, those rights are in good standing. However, we cannot assure that the title to or our rights of ownership of our concessions will not be challenged or impugned by third parties or governmental agencies. In addition, there can be no assurance that the properties in which we have an interest are not subject to prior unregistered agreements, transfers or claims and title may be affected by undetected defects. Any such defects could have a material adverse effect on us.

Should we successfully commence mining operations in the future, our ability to remain profitable, should we become profitable, will be dependent on our ability to find, explore and develop additional properties. Our ability to compete for such additional properties will be hindered by competition.

The acquisition of gold properties and their exploration and development are subject to intense competition. Companies with greater financial resources, larger staffs, more experience and more equipment for exploration and development may be in a better position than us to compete for such mineral properties.

Our property interests in Mexico are subject to the risks of doing business in foreign countries.

We face risks normally associated with any conduct of business in foreign countries with respect to our Joint Venture with Minera LA Escuadra in Sonora, Mexico, including various levels of political and economic risk. The occurrence of one or more of these events could have a material adverse impact on our efforts or future operations which, in turn, could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition. These risks include the following:

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These risks may limit or disrupt the project, restrict the movement of funds or impair contract rights or result in the taking of property by nationalization or expropriation without fair compensation.

Gold is sold in the world market in U.S. dollars; however, we may incur a significant amount of our expenses in Mexican pesos. If and when we sell gold, if applicable currency exchange rates fluctuate our revenues and results of operations may be materially and adversely affected.

If and when we commence sales of gold, such sales will be made in the world market in U.S. dollars. We may incur a significant amount of our expenses in Mexican pesos. As a result, our financial performance would be affected by fluctuations in the value of the Mexican peso to the U.S. dollar. At the present time, we have no plan or policy to utilize forward contracts or currency options to minimize this exposure, and even if these measures are implemented there can be no assurance that such arrangements will be available, be cost effective or be able to fully offset such future currency risks.

In July 2001 the Financial Accounting Standards Board, ("FASB") issued Statement No. 141, "Business Combinations" ("SFAS 141"). SFAS 141 replaces APB Opinion No. 16 and eliminates pooling-of-interest accounting prospectively. It also requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method and provides guidance on purchase accounting related to the recognition of intangible assets and accounting for negative goodwill.

In October 2001, FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. We will adopt SFAS 144 in fiscal 2003 and do not expect that the application of the provisions of SFAS 144 will have a material impact on our consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation" to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounts for stock-based employee compensation and the effect of the method used on reported results. The provisions of SFAS No. 148 are effective for financial statements for the year ended December 31, 2003. SFAS No. 148 did not have a material impact on our consolidated financial statements, as the adoption of this standard does not require us to change, and we do not plan to change, to the fair value based method of accounting for stock-based compensation

The Company is in the development stage and has had no significant operations as of the end of our fiscal year.

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Results of Operations

During the period from August 19, 1907 (inception) through December 31, 2004, the Company has accumulated a deficit of $2,345,301. During this period, the Company has engaged in no significant operations other than organizational activities, acquisition of capital, compliance with its periodical reporting requirements, limited mineral and mining properties acquisitions, and recent efforts to locate a suitable merger or acquisition candidate. No revenues were received by the Company during this period.

For the fiscal year ending December 31, 2004, the Company incurred a loss as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates.

Plan of Operations and Need for Additional Financing

During the fiscal year ending December 31, 2004, the Company continued with efforts to seek, investigate, and, if warranted, acquire one or more properties or businesses. The Company also plans to file all required periodical reports and to maintain its status as a fully-reporting Company under the Securities Exchange Act of 1934. In order to proceed with its plans for the next year, it is anticipated that the Company will require additional capital in order to meet its cash needs. These include the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, as well as any costs the Company may have incurred in developing the current business plan.

No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, to the extent that additional funds are required, the Company anticipates receiving such funds through the private placement of restricted securities rather than through a public offering.

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MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Western Sierra Mining Corp. (Formerly Global Decs Corp.)
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Western Sierra Mining Corp. (Formerly Global Decs Corp.) (An Exploration Stage Company) as of December 31, 2004, and the related statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2004 and since inception on February 25, 2003 through December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of Western Sierra Mining Corp. (An Exploration Stage Company) as of December 31, 2003, were audited by other auditors whose report dated March 29, 2004, expressed an unqualified opinion on those statements.

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Western Sierra Mining Corp. (Formerly Global Decs Corp.) (An Exploration Stage Company) as of December 31, 2004, and the related statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2004 and since inception on February 25, 2003 through December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit of $2,345,301 and a working capital of $97,367 as of December 31, 2004, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered Las Vegas, Nevada

July 23, 2008

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

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18

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

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

NOTE 1 - Organization and Basis of Presentation

Western Sierra Mining Corp. ("Western Sierra", "the Company", "we" or "us")(formerly Global Decs Corp.) was formed in February 2003 in the State of Oklahoma to engage in gold and other precious mineral mining on a gold bearing placer deposit located in the Sierra Occidental Mountains, in the state of Sonora, Mexico. A subsidiary, Minera Black Mountain S. A. de C. V. (“Black Mountain”) a Mexican corporation, was formed for the purpose of conducting mining and business activity in Mexico. In November, 2003 we formalized a Joint Venture Agreement with Minera La Escuadra, S. A. (“Escuadra”) to process and market the minerals in approximately 35,000 tons of ore that was previously extracted by Escuadra from a mining property called El Picacho. Also in November 2003, we entered into an Option Agreement with Emilio Acuna Peralta, the owner of Escuadra for an exclusive seven month period to purchase the mining rights to a mineral concession called Pirita, which is adjacent to the El Picacho. All of the Company's mining activities are now being performed in Mexico. The Company is a development stage enterprise.

On December 1, 2003 we entered into a Share Exchange Agreement with Western Sierra, Inc., whereby Western Sierra, Inc. became a wholly owned subsidiary of Western Sierra Mining Corp. The agreement provided for the exchange of 20,000,000 shares of the Company's common stock for 4,000,000 shares or 100% of the outstanding common stock of Western Sierra, Inc. The shareholders of Western Sierra, Inc. owned approximately 90% of the stock of Western Sierra Mining Corp. after consummation of the transaction.

NOTE 2 - Summary of Significant Accounting Policies

Principals of Consolidation

The consolidated financial statements include the accounts of Western Sierra Mining Corp. and its wholly owned subsidiary, Western Sierra, Inc. Inter-company balances or transactions, if any, are eliminated.

Cash and Cash Equivalents

The Company considers those short-term, highly liquid investments with original maturities of three months or less as cash and cash equivalents.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

Mining, Milling and Other Property and Equipment

Mining, milling and other property and equipment is reported at cost. It is the Company's policy to capitalize costs incurred to improve and develop the mining properties. General exploration costs and costs to maintain rights and leases are expensed as incurred. Management periodically reviews the recoverability of the capitalized mineral properties and mining equipment. Management takes into consideration various information including, but not limited to, historical production records taken from previous mine operations, results of exploration activities conducted to date, estimated future prices and reports and opinions of outside consultants. When it is determined that a project or property will be abandoned or its carrying value has been impaired, a provision is made for any expected loss on the project or property.

Depletion of mining improvements will be computed using the units of production method. The Company has made no provision for depletion for the period from February 25, 2003 (inception) to December 31, 2004 as production had not commenced.

Provision is made for depreciation of office furniture fixtures and equipment, machinery and equipment, and building. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which are 5 to 10 years.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards (“SFAS”) 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," the Company reviews its long-lived assets for impairments. Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses then are measured by comparing the fair value of assets to their carrying amounts. The Company recognized no impairment loss at December 31, 2004.

Revenue Recognition

Revenues, if any, from sales of minerals will be recognized when earned.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

Earnings Per Share

The weighted average number of shares used for computing earnings per share has been restated to retroactively affect the five for one exchange of stock, pursuant to the Share Exchange Agreement between Western Sierra Mining Corp. and Western Sierra, Inc. effective December 1, 2003.

Foreign Currency Translation

All assets and liabilities of the Company's Mexican subsidiary are denominated in US dollars. Amounts on the statement of operations are translated at the average exchange rates during the year. Gains and losses arising from translation of foreign currency are immaterial and are included in the determination of net loss.

Income Taxes

The Company records deferred income taxes using the liability method as prescribed under the provisions of SFAS No. 109. Under the liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and income tax bases of the Company's assets and liabilities. An allowance is recorded, based upon currently available information, when it is more likely than not that any or all of the deferred tax assets will not be realized. The provision for income taxes includes taxes currently payable, if any, plus the net change during the year in deferred tax assets and liabilities recorded by the Company

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

Environmental Remediation Costs

Environmental remediation costs are accrued based on estimates of known environmental remediation exposure. Such accruals are recorded even if significant uncertainties exist over the ultimate cost of the remediation. It is reasonably possible that the Company's estimates of reclamation liabilities, if any, could change as a result of changes in regulations, extent of environmental remediation required, means of reclamation or cost estimates. Ongoing environmental compliance costs, including maintenance and monitoring costs, are expensed as incurred. There were no environmental remediation costs accrued at December 31, 2004.

Advertising Costs

The Company’s policy regarding advertising costs are to expense them as they are incurred. The Company had not incurred any advertising costs during the year ended December 31, 2004.

Recently Issued Accounting Pronouncements

SFAS No. 149 “Amendment of Statement 133 on derivative instruments and hedging activities”. This statement amends and clarifies financial accounting and reporting for derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS 133, “Accounting for derivative instruments and hedging activities”.

SFAS No. 150 “Accounting for certain financial instruments with characteristics of both liabilities and equity”. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.

The Company believes that the above standards would not have a material impact on its financial position, results of operations or cash flows.

NOTE 3 - Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities in the normal course of business. Through December 31, 2004, the Company had incurred cumulative losses of $2,345,301 and negative working capital of $97,367 as of December 31, 2004. The Company’s successful transition from a development stage company to attaining profitable operations is dependent upon obtaining financing adequate to fulfill its exploration activities, development of its properties and achieving a level of revenues adequate to support the Company’s cost structure. Management’s plan of operations anticipates that the cash requirements for the next twelve months will be met

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

by obtaining capital contributions through the sale of its common stock and cash flows from operations. There is no assurance that the company will be able to implement the plan.

NOTE 4 - Stockholders’ Equity

At various stages in the Company’s development we have issued shares of common stock for services or assets with a corresponding charge to operations or property and equipment. In accordance with SFAS 123, these transactions, except for stock issued to employees, have been recorded on the Company’s books at the fair value of the consideration received or the fair value of the common stock issued, whichever is more reliably measured. The following equity transactions were recorded:

2003:

We issued 2,847,620 shares to founders for organization costs totaling $14,239.
We issued 843,233 shares for cash consideration totaling $843,233 of which $29,400 was subscribed but not paid as of December 31, 2003.
We issued 103,433 shares for purchase of vehicles and equipment totaling $103,433. We issued 172,508 shares for employee compensation and expenses totaling $172,508.

On March 12, 2003 two individuals advanced us a total of $100,183. These advances were converted to common stock on August 30, 2003 at a rate of one share for each $1.00 advanced to us for a total of 100,183 shares. We also issued an additional 33,206 shares in payment of interest on the advances valued at $33,206.

On December 1, 2003 we entered into a Share Exchange Agreement with Western Sierra, Inc. whereby Western Sierra, Inc. became a wholly owned subsidiary of Western Sierra Mining Corp. (formerly Global Decs Corp.). The agreement provided for the exchange of 20,000,000 shares of the Company's common stock for 4,000,000 shares of common stock of Western Sierra, Inc. The shareholders of Western Sierra, Inc. owned approximately 90% of the stock of Western Sierra Mining Corp. after consummation of the transaction. The exchange was accounted for as a reverse acquisition. Accordingly, the combination of the two companies is recorded as a recapitalization of Western Sierra Inc., pursuant to which Western Sierra, Inc. is treated as the continuing entity. In accordance with the agreement, the board of directors of Western Sierra Mining Corp. authorized an amendment to the Articles of Incorporation to change the name of the corporation to from Global Decs Corp. to Western Sierra Mining Corp. As a result of the Share Exchange Agreement, Western Sierra, Inc. has become a wholly owned subsidiary of Western Sierra Mining Corp.

We received cash of $129,500 for 129,500 shares to be issued as of December 31, 2003.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

2004:

We issued 3,842,708 shares for cash consideration totaling $708,017.
We issued 104,240 shares for purchase of equipment and materials totaling $20,864.
We issued 1,359,000 shares for employee compensation totaling $271,800.

The value of shares, other than shares issued as founder’s shares, is based on the most recent market price as of the transaction date.

NOTE 5 - Joint Venture

In November 2003, Black Mountain our Mexican subsidiary, entered into a joint venture agreement with Escuadra whereby Black Mountain was granted the exclusive right to process and market minerals from approximately 35,000 tons of ore previously extracted from a mining property owned by Escuadra called the El Picacho.

The agreement provides that Escuadra will be responsible for:
     Grinding and crushing the ore
     Hauling the ore to the plant
     Disposing of the tailings

The agreement provides that Black Mountain will be responsible for:
     Design and completion of the processing system
     Paying Escuadra $5.00 per ton of ore processed.
     Processing the ore through the plant
     Transportation of the final product
     Marketing of the final product

Proceeds from sale of the minerals will be split evenly between Escuadra and Black Mountain after deduction of the following expenses:
      Hauling costs of the ore to the plant
      Processing of the ore by Escuadra to grind and crush
      Processing costs through the Black Mountain plant

The agreement further provides that additional amounts of ore may be considered for processing on the same basis. The agreement may be terminated by Black Mountain if we determine that there are insufficient gold resources to support the processing expenses.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

NOTE 6 - Option To Acquire Mining Property

In November 2003 we formalized an agreement with Emilio Acuna Peralta, the owner of Escuadra, for an exclusive option, for a seven month period, to purchase a mining concession called Pirita, which is adjacent to the El Picacho. The agreement requires us to pay $30,000 for the option which is expensed as exploration costs in the accompanying statement of operations. The agreement allows us full access to the concession for exploration activities during its term and provides for a purchase price of $1,000,000 for the mining rights concession.

NOTE 7 - Mining, Milling and Other Property and Equipment

Property and equipment at December 31, consists of the following:

NOTE 8 - Related Parties

2003:

In June, 2003, the Company acquired an RV to be used as a field office from the Company’s Chairman and CEO in exchange for 7,500 shares of common stock and the assumption of $9,000 of debt payable to a bank. In November, 2003, the Company issued 19,000 shares of common stock to the Company’s Chairman and CEO for expenses of $19,000 which he incurred on behalf of the Company and 97,708 shares of common stock for services and expenses totaling $97,708.

In June, 2003, the Company issued 45,433 shares of common stock to a shareholder in exchange for equipment totaling $45,433.

In September, 2003, the Company issued 50,100 shares of common stock to a shareholder in exchange for vehicles and equipment amounting to $50,100

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

In November, 2003, the Company issued 40,000 shares of common stock to the Company’s CFO and director for services totaling $40,000.

In November, 2003, the Company issued 15,000 shares of common stock to the Company’s COO and director in exchange for services totaling $15,000.

2004:
In July, 2004, the Company issued 144,000 shares of common stock to each of its directors in exchange for services totaling $271,800.

During 2004, we received a total of $286,928 in loan proceeds from two shareholders. The loans bear no interest and are payable January 1, 2010.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

During the period from October 23, to December 15, 2003, we received a total of $229,000 in loan proceeds from nine individuals. The loans are payable at maturity one year from the date of issuance. In lieu of interest, pursuant to the note agreements we agreed to issue 1,526,667 shares of common stock to the nine individuals at a rate of one share for each $.15 loaned to us. These shares, valued at $229,000, are considered interest on the loans. The interest expense will be recognized over the twelve month period corresponding to the due dates of the loans.

During 2004, we received a total of $286,928 in loan proceeds from two shareholders. The loans bear no interest and are payable January 1, 2010.

NOTE 10 - Income Taxes

The Company has adopted FASB 109 to account for income taxes. The Company currently has no issue that creates timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty as to the utilization of net operating loss carry forwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income taxes has been recorded due to the net operating loss carryforward of $2,345,000 as of December 31, 2004 that will be offset against further taxable income. No tax benefit has been reported in the financial statements.

Deferred tax assets and the valuation account as of December 31, 2004 and 2003 are as follows:

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The Company has incurred losses that can be carried forward to offset future earnings if conditions of the Internal Revenue Codes are met. These losses are as follows:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

There have been no changes in or disagreements with accountants with respect to accounting and/or financial disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

Michael Chaffee, our Chief Executive Officer and Dennis Atkins, our Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, taking into account our limited resources and current business operations, they concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in other factors that could significantly affect internal controls, subsequent to the date they completed their evaluation

Code of Ethics

We recently adopted a Code of Ethics that applies to our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. If we make any substantive amendments to this code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our chief executive officer, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver in a report on Form 8-K.

Evaluation Of Disclosure Controls And Procedures

The Company maintains controls and procedures designed to ensure that information required to be disclosed in this report is recorded, processed, accumulated, and reported to its management, including the president and the treasurer, to allow timely decisions regarding the required disclosure. Within the 90 days prior to the filing date of this report, the Company’s management, with the participation of its president and treasurer, performed an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures. Those officers have concluded that such disclosure controls and procedures are effective at ensuring that required information is disclosed in the Company’s reports.

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CHANGES IN INTERNAL CONTROLS –

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Management -

The directors and executive officers on December 31, 2004 were as follows:

The current directors will serve until the next annual meeting of the Company's stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between the directors and officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer.

ITEM 11. EXECUTIVE COMPENSATION.

No officer or director received any remuneration from the Company during the fiscal year. The Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees, but the Board of Directors may recommend adoption of one or more such programs in the future. We have however, been able to compensate officers, directors and some part-time personal for out of pocket expenses incurred during this start-up period. We do plan to instigate a wage and salary program once the Company has entered into a production mode.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of the end of the Company's most recent fiscal year, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.

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(1) All directors and officers as a group, 41%

(2) Mission Holdings LLC is controlled by Messrs Johnson II, Johnson III, and Atkins. (See Potential conflicts of interest Section 1 )

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

The Utah Statutes provide that the Company may indemnify its officers and directors for costs and expenses incurred in connection with the defense of actions, suits, or proceedings where the officer or director acted in good faith and in a manner he reasonably believed to be in the Company's best interest and is a party by reason of his status as an officer or director, absent a finding of negligence or misconduct in the performance of duty.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

Conflicts of Interest

Certain officers and directors of our Company Messrs Johnson II, Johnson III and Atkins, are also control persons in Mission Holdings LLC. Mission Holdings, a large shareholder, acts to broker certain transactions related to the mining business such as land acquisitions, mining rights, and attempts to broker these transactions to independent third parties. There can be no assurance that in the future our Company would have any rights of first refusal or any other privileges with respect to the negotiations of any rights that Mission Holdings may acquire.

Our Company operates in Mexico through its wholly owned subsidiary Black Mountain Mining, S.A. de C.V. All contracts that are entered into in Mexico, concessions ownerships, contract mining, export and import licenses are entered into on behalf of Black Mountain Mining. The Chairman of our Company, Mr. Johnson II is also the Admistordor Unico of Black Mountain Mining. The only equity share issued by Black Mountain is issued to and held in the name of our Company and we believe that we through the Board of Directors can insure the appropriate controls necessary to secure the interest of our Company in Mexico.

No member of management of the Company will receive any finders fee, either directly or indirectly, as a result of their respective efforts to implement the Company's business plan outlined herein.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Evans, Gaither & Associates, PLLC ("EGA"), Certified Public Accountants, are the Company's independent auditors that examined the financial statements of the Company for the fiscal year ended December 31, 2003. EGA has performed the following services and has been paid the following fees for these fiscal years.

Audit Fees

EGA billed $7,500 for our audit of Company's financial statements for the 8-K as of November 30, 2003 and $7,500 for the fiscal year ended December 31, 2003.

Audit-Related Fees

EGA was not paid any additional fees for the fiscal year ended December 31, 2003 for assurance and related services reasonably related to the performance of the audit or review of the Company's financial statements.

Tax Fees

No tax fees have been billed or discussed.

Other Fees

EGA was paid no other fees for professional services during the fiscal year ended December 31, 2003.

Audit Committee Pre-Approval Policies

The Board of Directors, which performs the equivalent functions of an audit committee, currently not have any pre-approval policies or procedures concerning services performed by EGA. All the services performed by EGA that are described above were pre-approved by the Board of Directors.

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The Exhibits listed below are filed by reference as part of this Annual Report.

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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 4, 2008

WESTERN SIERRA MINING CORP.

/s/ Michael M. Chaffee

Michael M. Chaffee, President

/s/ Dennis E. Atkins

Dennis E. Atkins Chief Financial Officer

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Exhibit 31.1

Certifications pursuant to Securities and Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002:

I, Michael M. Chaffee, certify that:

1. I have reviewed this annual report on Form 10-K of Western Sierra Mining Corp.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is make known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures sd of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s board of directors:

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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Exhibit 32.2

Certifications pursuant to Securities and Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002:

I, Dennis E. Atkins, Chief Financial Officer of Western Sierra Mining Corp. (the "Registrant"), certify that:

1. I have reviewed this annual report on Form 10-K of the Company;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and I have:

a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and

c) presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and

6. I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 4, 2008

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In connection with the Annual Report of Western Sierra Mining Corp. (the “Company”) on Form 10-K for the period ended December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael M. Chaffee, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, That to the best of my knowledge: