WESTERN SIERRA RESOURCE Corp - Quarter Report: 2008 June (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________ 

Commission File Number: 1-1767

     
WESTERN SIERRA MINING CORP.
(FORMERLY GLOBAL DECS CORP)
(Name of small business issuer in its charter)

2750 Cisco Drive South, Lake Havasu City, AZ 86403
(Address of Principal executive offices) (Zip Code)

Issuer's telephone number (928) 680-5513

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 ¨

On June 30, 2008 there were 253,593,353 outstanding shares of the registrant’s common stock.

Transitional Small Business Disclosure Format: Yes ¨ No x

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PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS

     We have prepared the following un-audited interim consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normal included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant these rules and regulations. The financial statements reflect all adjustments which are, in the opinion of management necessary to a fair statement of the results for the interim period presented.

     You should read the following un-audited interim consolidated financial statements and the accompanying notes together with our Annual Report of Form 10-KSB for the year ended December 31, 2007. Our 2007 Annual Report contains information that may be helpful in analyzing the financial information contained in this report and in comparing our results of operations for the three-month periods ending June 30, 2008 and June 30, 2007.

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-KSB filed with the Commission includes all exhibits required to be filed with the Commission. Please contact us at 928-680-5513 to request copies of the Form 10-KSB and for information as to the number of pages contained in each of the exhibits and to request copies of the exhibits or additional filings.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

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 1907 in the State of Utah to engage in gold and other precious mineral mining. The Company is an exploration 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. Western Sierra, Inc. was subsequently dissolved and all operations transferred into Western Sierra Mining Corp.

In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders’ equity, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the December 31, 2007 Form 10-K. For presentation purposes, certain balances contained in these notes that are either unchanged or immaterially changed for the period presented are reflected as of the previous year end, December 31, 2007.

NOTE 2 - Summary of Significant Accounting Policies

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.

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.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

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 June 30, 2008 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. The Company has made no provision for depreciation of the Picacho Plant in these financial statements as production has not yet commenced.

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 an impairment loss of $294,798 during the six months ended June 30, 2008 on the Picacho Plant in Sonora, Mexico.

Revenue Recognition

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

Earnings Per Share

Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2007 and December 31, 2006.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

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.

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 June 30, 2008.

Recently Issued Accounting Pronouncements

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities’ first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

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 June 30, 2008, the Company had incurred cumulative losses of $4,693,672 and negative working capital of $711,866 as of June 30, 2008. The Company’s successful transition from an exploration 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 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.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

NOTE 4 - Stockholders’ Equity

At various stages in the Company’s development we have issued shares of common stock, valued at fair market value, 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 5,695,240 shares to founders for organization costs totaling $14,239.
We issued 1,686,466 shares for cash consideration totaling $843,233 of which $29,400 was subscribed but not paid as of December 31, 2003.
We issued 206,866 shares for purchase of vehicles and equipment totaling $103,433. We issued 345,016 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 200,366 shares. We also issued an additional 66,412 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 259,000 shares to be issued as of December 31, 2003.

2004:
We issued 7,685,416 shares for cash consideration totaling $708,017.
We issued 208,480 shares for purchase of equipment and materials totaling $20,864.
We issued 2,718,000 shares for employee compensation totaling $271,800.

2005:
We issued 1,864,898 shares for cash totaling $202,736.
We issued 20,522,634 shares for purchase of a mining property totaling $1,539,197.
We issued 8,100,000 shares for professional fees totaling $607,500.
We issued 20,061,510 shares for exploration costs totaling $250,769.
We issued 6,687,170 shares for employee compensation totaling $83,589.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

On July 7, 2005, the Company authorized a 2-for-1 stock split.

On December 31, 2005, the shareholders elected to increase the authorized common shares from 100,000,000 to 200,000,000.

2006:
From January 25 – November 14, 2006, we issued 7,100,000 shares for cash consideration totaling $137,375.
On December 4, 2006, we issued 2,000,000 shares for interest on debt totaling $20,000.
On December 4, 2006, we issued 1,019,166 shares for consulting fees totaling $10,383.
On August 6, 2006, we issued 29,580,000 shares for exploration costs totaling $340,800.

2007:
On May 25, 2007, we issued 900,000 shares for cash consideration totaling $7,200.
On July 9, 2007, we issued 22,500,000 shares as part of the purchase of a mining property totaling $180,000.
On July 9, 2007, we issued 10,000 shares for consulting fees totaling $80.

2008:
On January 2, 2008, we issued 4,050,000 shares for professional fees totaling $32,400.
On January 2, 2008 we issued 14,750,000 shares for directors and officers compensation totaling $118,000.
On January 2, 2008, we issued 9,900,000 shares for cash subscription totaling $100,000.On May 6, 2008, we issued 56,555,166 shares for purchase of mining property totaling $18,530,408.

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 - Acquisition of Mining Property

Gold River Mines:

On May 5, 2008, the Company acquired eight mining properties from Gold River Exploration Inc. in exchange for 56,555,166 shares of the Company’s common stock and $50,000 in cash. The mines have a total of 102,000 oz. proven gold reserves, 593,000 oz. proven silver reserves, 423,000 oz. probable/indicated gold reserves and 362,000 oz. probable/indicated silver reserves. At $800/oz. gold and $12/oz. silver, the proven gold reserves total $81,000,000, the proven silver reserves total $8,000,000, the probable/indicated gold reserves total $358,000,000 and the probable/indicated silver reserves total $6,000,000. SFAS 123 specifies that this transaction be 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 at the date of the transaction. Since the Company’s stock had little or no activity in the six months preceding the date of the acquisition of the mining properties and since the reserves on the mining properties are well documented and certified by a licensed geologist, the Company has determined that the acquisition should be valued and recorded on the books based on the discounted value of the reserves in accordance with SFAS 123. The Company has therefore calculated the net value of the reserves, net of estimated production costs and discounted over the recovery period and to reflect uncertainties, to be $18,530,408.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

Mud Springs:

On July 27, 2005, the Company entered into an agreement with ASDI, LLC, (“ASDI”), whereby the Company obtained the rights to mine barite and placer gold on certain mineral claims owned by ASDI located in Crescent Valley, Nevada, hereafter referred to as Mud Springs., in exchange for a total of 20,522,634 shares of the Company’s common stock valued at $.075 per share for a total of $1,539,137. Under the terms of the agreement, the Company will pay ASDI a royalty of $5.00 per tone for each ton of barite mined and delivered. The Company will also pay ASDI 25% of the net profits from production from all placer gold removed from the Mud Springs property. SFAS 123 specifies that this transaction be 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. It was determined that the Company’s stock, based on recent sales and market activity, was more reliably measured as of the date of the acquisition than the consideration received.

NOTE 6 - Mining, Milling and Other Property and Equipment

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

NOTE 7 - 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 15,000 shares of common stock and the assumption of $9,000 of debt payable to a bank. In November, 2003, the Company issued 38,000 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 195,416 shares of common stock for services and expenses totaling $97,708.

In June, 2003, the Company issued 90,866 shares of common stock to a shareholder in exchange for equipment totaling $45,433.

In September, 2003, the Company issued 100,200 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 FINANCIAL STATEMENTS
JUNE 30, 2008

In November, 2003, the Company issued 110,000 shares of common stock to the its officers and employees for services totaling $55,000.

2004:
In July, 2004, the Company issued 288,000 shares of common stock to each of its directors in exchange for services totaling $271,800.

2005:
In December, 2005, the Company issued 26,748,680 shares of common stock to its officers and employees in exchange for services totaling $334,358. Also in December, 2005, the Company approved two year employment contracts for the CEO and CFO at their current salary levels.

2006:
In January and December, the Company issued a total of 29,580,000 shares to its officers and employees in exchange for services totaling $340,800.

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

During 2004, we received a total of $286,298 in loan proceeds from two shareholders. The loans bear no interest and are payable January 2, 2010. During 2007, we received $100,000 from two shareholders. The loans have an unspecified due date and bear no interest.

NOTE 9 - Lawsuit

On January 9, 2007, Stephan Stephanoff filed a lawsuit against the Company and Mr. Chaffee, among other defendants, in the Superior Court of California, County of Riverside. Mr. Stephanoff claims that the Company and Mr. Chaffee, along with the other named Defendants, committed fraud by failing to make payments to Mr. Stephanoff for two pieces of property in which he claims to have an interest. The complaint also alleges that the defendants converted these two pieces of property for their own use and seeks damages in an amount to be proven at trial. The Company intends to vigorously defendant itself and Mr. Chaffee against claims which management believes are baseless. Based on these beliefs, Management feels that its total exposure in this matter will equal the legal fees expended for defense against these claims.

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 $4,209,642 as of December 31, 2007 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, 2006 and 2007 are as follows:

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WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008

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:

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

     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.

Results of Operations

Gold River Mines

On May 5, 2008, the Company acquired eight mining properties from Gold River Exploration Inc. in exchange for 56,555,166 shares of the Company’s common stock and $50,000 in cash. The mines have a total of 102,000 oz. proven gold reserves, 593,000 oz. proven silver reserves, 423,000 oz. probable/indicated gold reserves and 362,000 oz. probable/indicated silver reserves. At $800/oz. gold and $12/oz. silver, the proven gold reserves total $81,000,000, the proven silver reserves total $8,000,000, the probable/indicated gold reserves total $358,000,000 and the probable/indicated silver reserves total $6,000,000. The Company intends to process the hard rock ore coming from these mines on a central mill site yet to be located. Phase one will construct a hard rock pilot plant on the patented property. Phase two will expand the plant and significantly increase production.

Mud Springs

On July 27, 2005, the Company entered into an agreement with ASDI, LLC, (“ASDI”), whereby the Company obtained the rights to mine barite and placer gold on certain mineral claims owned by ASDI located in Crescent Valley, Nevada, hereafter referred to as Mud Springs., in exchange for a total of 20,522,634 shares of the Company’s common stock valued at $.075 per share for a total of $1,539,137. Under the terms of the agreement, the Company will pay ASDI a royalty of $5.00 per tone for each ton of barite mined and delivered. The Company will also pay ASDI 25% of the net profits from production from all placer gold removed from the Mud Springs property.

Need For Additional Financing. The Company has very limited funds, and such funds may not be adequate to construct our mill site for the Gold River Mines and complete our joint-venture contract mining project at Mud Springs, nor to develop any additional concessions that we may be able to acquire. We plan to use the cash flow from the contract mining to construct these facilities and to ensure the development of Gold Rover and Mud Springs. In the event there is any delay in the operation of these plants or for any reason they do not provide the income expected, we would need to seek outside capital to complete these projects. Even with the best possible outcome at Gold River and Mud Springs, 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.

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Revenues

We generated no revenues from mining operations during the quarter ended June 30, 2008.

Net Income (Loss)

     Our net loss for the three months ended June 30, 2008 was $98,414 of which $0 was non-cash related resulting in a cash cost of $98,414. Our net loss for the three months ended June 30, 2007 was $59,697 of which $0 was non-cash related resulting in a cash cost of $59,697.

As of June 30, 2008, we had negative working capital of approximately $711,866.

     There is no assurance whatsoever that we will generate any operating revenues during the third quarter of 2008 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.

General and Administrative Expenses

     During the quarter ended June 30, 2008 we expended $98,414 up 165% from the same quarter of the previous year total of $59,697 for general and administrative costs.

Litigation

     The Company is not subject to any pending litigation and has no indication of any disputes arising from our current operations.

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Cautionary Statement for Forward Looking Information

Some information contained in or incorporated by reference into this report on Form 10-QSB 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

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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.

Our forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. However, we cannot assure you that management’s expectations, beliefs and projections will result or be achieved or accomplished. Our forward-looking statements apply only as of the date made. Except as required by law, we undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause actual results to differ materially from those set forth in, contemplated by or underlying the forward-looking statements contained in this report. These risks include, but are not limited to, dependence on a single mining project, our need for financing, potential delays in development of projects, imprecision of estimates, uncertainty of government subsidies, volatility of gold prices, currency fluctuations, international political instability, our significant indebtedness, risks associated with mining activities, risks of development in foreign countries, environmental and other laws and regulations, competition, our reliance upon key executives. Each of these risks and certain other uncertainties are discussed in more detail in our Annual Report on Form 10-KSB for the year ended December 31, 2007. There may also be other factors, including those discussed elsewhere in the report that may cause our actual results to differ materially from the forward-looking statements. Any forward-looking statements made by or on our behalf should be considered in light of these factors.

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-QSB. 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 and on Form 10-KSB.

Gold Price Risk

     The results of our operations from residual gold production are affected significantly by the market price of gold. Gold prices are influenced by numerous factors over which we have no control, including expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, global or regional political or economic crises, demand for gold for jewelry and industrial products and sales by holders and products of gold in response to these factors.

ITEM 4. CONTROLS AND PROCEDURES

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. 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

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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.

PART II. OTHER INFORMATION

ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no maters submitted to a vote of the security holders during the quarter ending June 30, 2008.

ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K

a. List of Exhibits

No reports on Form 8-K were filed by the Company during the quarter ending June 30, 2008.

SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WESTERN SIERRA MINING CORP.

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