SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QSB Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 CIK NO.: 0001039466 For Quarter Ended Commission File Number March 31, 2001 000-29621 SUN RIVER MINING, INC. ------------------- (Name of Small Business Issuer in its charter) COLORADO 84-1384159 ------------------------------------ ---------- State or other jurisdiction of IRS Employer ID Number incorporation or organization P. O. Box 723, Evergreen, Colorado 80437 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (720) 318-7339 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes No X ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 15,362,970 as of March 31, 2001 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Sun River Mining, Inc. (Exploration Stage Company) Balance Sheet (Unaudited) March 31, September 30, 2001 2000 ----------------- ------------------ ASSETS: Current assets: Cash $ 2 $ 2 Prepaid Expenses - Accounts Receivable - Del Cielo 1,884 1,884 ----------------- ------------------ Total current assets 1,886 1,886 ----------------- ------------------ Fixed assets Office equipment - (Net $3,062 depreciation for March, 2001, 924 1,156 and $2,446 for March. 2000. ----------------- ------------------ Total fixed assets 924 1,156 ----------------- ------------------ TOTAL ASSETS $ 2,810 $ 3,042 ================= ================== LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: Accounts Payable $ 70,180 $ 101,238 Accrued Expenses 375,774 330,509 Directors' Fee Payable 8,683 9,683 Notes Payable 234,109 234,003 ----------------- ------------------ Total Current Liabilities 688,746 675,433 ----------------- ------------------ STOCKHOLDERS' EQUITY: Preferred Stock, par value $0.01 per share; 50,000,000 shares authorized; no shares issued and outstanding - - Common Stock, no par value; 500,000,000 shares authorized; 15,362,970 shares issued and outstanding for December, 1,921,419 1,921,419 2000 and 15,362,970 shares issued and outstanding for September, 2000. Deficit accumulated during the exploratory stage (2,607,355) (2,593,810) ----------------- ------------------ Total Stockholders' Deficit (685,936) (672,391) ----------------- ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,810 $ 3,042 ================= ================== The accompanying notes are an integral part of these financial statements. Sun River Mining, Inc. (Exploration Stage Company) Statement of Operations (Unaudited) Three-Months Ended Six-Months Ended Feb. 25, 1997 March 31, March 31, (Inception) to -------------------------- -------------------------- March 31, 2001 2000 2001 2000 2001 ----------- ----------- ----------- ----------- ------------ REVENUE $ - $ - $ - $ - $ - EXPENSES: Advertising - - - - 18,500 Bank Charges - 63 7 199 1,667 Consulting - 6,000 - 24,000 878,939 Depreciation 116 192 232 384 3,062 Directors' Fees - - - 5,378 11,983 Due Diligence - - - - 45,832 Equipment Rental - - - - 1,733 Interest 5,137 5,389 10,274 5,389 66,209 Impairment loss - - - - 923,834 Legal & Accounting 751 4,906 2,282 4,906 86,022 Licenses & Fees - - - - 6,220 Meals & Entertainment - - - - 4,119 Office Expenses - 402 - 730 13,781 Officer's Salaries - 37,500 - 90,000 380,750 Postage & Shipping - - - - 3,217 Printing - - - - 5,580 Public Relations - - - 425 85,505 Rent - - - 730 8,058 Taxes - - - 53 4,657 Telephone - 536 - 1,093 30,545 Transfer Agent Expense 375 345 750 845 8,246 Travel - 624 - 809 59,293 ----------- ----------- ----------- ----------- ------------ TOTAL EXPENSES 6,379 55,957 13,545 134,941 2,647,752 EXTRAORDINARY (GAIN) Forgiveness of Debt - (40,397) - (40,397) (40,397) ----------- ----------- ----------- ----------- ------------ NET (LOSS) $ (6,379) $ (15,560) $ (13,545) $ (94,544) $ (2,607,355) ----------- ----------- ----------- ----------- ------------ PER SHARE INFORMATION: Weighted average number of common shares outstanding 15,362,970 15,260,124 15,362,970 15,260,124 ----------- ----------- ----------- ----------- NET LOSS PER COMMON SHARE * * * * =========== =========== =========== =========== * Less than $.01 The accompanying notes are an integral part of these financial statements. Sun River Mining, Inc. (Exploration Stage Company) Statement of Cash Flows (Unaudited) Six-Months Ended Feb. 25, 1997 March 31, (Inception) to ------------------------------- March 31, 2001 2000 2001 ------------ ------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (13,545) $ (94,544) $ (2,600,976) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 116 384 3,062 Forgiveness of Debt - (40,397) (40,397) Issuance of Common Stock for Services - - 482,700 Increase (Decrease) in Accounts Payable (31,058) 16,626 70,180 Increase (Decrease) in Accrued Liabilities 44,265 37,502 375,774 Decrease (Increase) in Accounts Rec - Shareholders - - (1,884) Decrease (Increase) in Prepaid Expenses 222 52,405 - ------------ ------------- ----------------- Net Cash Flows Used by Operations - (28,024) (1,711,541) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Fixes Assets - - (1,559) ------------ ------------- ----------------- Net Cash Flows Provided by Investing Activities - - (1,559) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Notes Payable - - 236,413 Issuance of Common Stock - 27,000 1,476,689 ------------ ------------- ----------------- Net Cash Flows Provided by Financing Activities - 27,000 1,713,102 Net Increase (Decrease) in Cash - (1,024) 2 ------------ ------------- ----------------- Cash and cash equivalents - Beginning of period 2 1,026 - ------------ ------------- ----------------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 2 $ 2 $ 2 ============ ============= ================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash Paid During the Year for: Interest $ - $ - $ - ============ ============= ================= Income Taxes $ - $ - $ - ============ ============= ================= NON-CASH TRANSACTIONS Common stock issued in exchange for services $ - $ 40,000 482,700 ============ ============= ================= The accompanying notes are an integral part of these financial statements. Sun River Mining, Inc. (Exploration Stage Company) Stockholder's Equity March 31, 2001 (Unaudited) Deficit Accumulated Common Stock During the ----------------------------------- Exploration # of Shares Amount Stage Totals ---------------- ---------------- ---------------- --------------- Inception - February 25, 1997 - $ - $ - $ - Issuance of stock for cash 100,000 100 - 100 Issuance of stock for cash 111,800 111,800 - 111,800 Issuance of stock to Founders 282,200 - - - Issuance of stock for Consolidation 8,900,000 312,106 - 312,106 Issuance of stock for cash 58,000 58,000 - 58,000 Issuance of stock for cash 47,800 47,800 47,800 Net Loss - - (193,973) (193,973) ---------------- ---------------- ---------------- --------------- Balance - September 30, 1997 9,499,800 529,806 (193,973) 335,833 ---------------- ---------------- ---------------- --------------- Issuance of stock for compensation 30,000 30,000 - 30,000 Issuance of stock for cash 1,000,000 200,000 - 200,000 Consolidation stock cancelled (1,200,000) (50,000) - (50,000) Issuance of stock for cash 4,000 4,000 - 4,000 Net Loss for year - - (799,451) (799,451) ---------------- ---------------- ---------------- --------------- Balance - September 30, 1998 9,333,800 713,806 (993,424) (279,618) ---------------- ---------------- ---------------- --------------- Issuance of stock for cash 424,670 159,367 - 159,367 Issuance of stock for compensation 800,000 40,000 - 40,000 Issuance of stock for cash 750,000 296,125 - 296,125 Issuance of stock for compensation 500,000 276,500 - 276,500 Issuance of stock for cash 150,000 70,313 - 70,313 Issuance of stock for cash & services 904,500 122,108 - 122,108 Issuance of stock for compensation 1,400,000 147,000 - 147,000 Issuance of stock for compensation 800,000 69,200 69,200 Net Loss for year (1,482,017) (1,482,017) ---------------- ---------------- ---------------- --------------- Balance - September 30, 1999 15,062,970 1,894,419 (2,475,441) (581,022) ---------------- ---------------- ---------------- --------------- Issuance of stock for cash 300,000 27,000 - 27,000 Net Loss for year - - (118,369) (118,369) ---------------- ---------------- ---------------- --------------- Balance - September 30, 2000 15,362,970 1,921,419 (2,593,810) (672,391) ---------------- ---------------- ---------------- --------------- Net Loss for period - - (13,545) (13,545) ---------------- ---------------- ---------------- --------------- Balance - March 31, 2001 15,362,970 $ 1,921,419 $ (2,607,355) $ (685,936) ================ ================ ================ =============== The accompanying notes are an integral part of these financial statements. SUN RIVER MINING, INC. Notes to Financial Statements March 31, 2001 (Unaudited) NOTE 1 - PRESENTATION OF INTERIM INFORMATION: In the opinion of the management of Sun River Mining, Inc., the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of March 31, 2001 and the results of operations for the three-months ended March 31, 2001 and 2000, and the six-months ended March 31, 2001 and 2000, and cash flows for the six-months ended March 31, 2001. Interim results are not necessarily indicative of results for a full year. The financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information included in the Company's audited financial statements and notes for the fiscal year ended September 30, 2000, and the reader is cautioned to review the Audited Financial Statements for the year ended September 30, 2000 and accompanying footnotes thereto. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2001 COMPARED TO SAME PERIOD IN 2000 The Company had no revenues in the period in 2001 or 2000. The Company incurred expenses of $6,379 in the period in 2001 compared to $55,957 in the same period in 2000. The Company had a net loss of ($6,379) in the quarter in 2000, after an extraordinary gain of $40,397 on forgiveness of debt. Loss per share was less than ($.01) per share in the period in 2001 and 2000. RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED MARCH 31, 2001 COMPARED TO THE SAME PERIOD IN 2000. The Company had no revenues in the period in 2001 or 2000. The Company incurred operating expenses for the six month period of $13,545 in 2001 compared to $134,941 in the same six month period in 2000. The Company recorded a net operating loss of $(13,545) for the 2001 period as compared to ($94,544) including an extraordinary gain of $40,397 from forgiveness of debt for the same period in fiscal year 2000. The loss per share was less than $.01 in the period in 2001 and 2000. The Company losses will continue until business and profitable operations are achieved. While the Company is seeking capital sources for investment, there is no assurance that capital sources can be found. The loss per share for the 2001 fiscal quarter was less than ($.01) compared to less than ($.01) in the fiscal quarter of 2000. LIQUIDITY AND CAPITAL RESOURCES The Company had current assets of $1,886 and $924 in fixed assets for total assets of $2,810 at the end of the period. The Company will be forced to make private placements of stock in order to fund operations continuance. No assurance exists as to the ability to make private placements of stock. At March 31, 2001, it had $1,884 in accounts receivable. The Company has current liabilities of $688,746 which exceed assets by approximately $688,746. PART II OTHER INFORMATION Item 1. Legal Proceedings - None. Item 2. Changes in securities - None. Item 3. Defaults upon senior securities - None. Item 4. Submission of matters to a vote of security holders - None. Item 5. Other information - None. Item 6. Exhibits and reports on Form 8-K (a) The following are filed as Exhibits to this Quarterly Report. The numbers refer to the Exhibit Table of Item 601 of Regulation S-K: None. (b) Reports on Form 8-K filed during the three months ended March 31, 2001. (incorporated by reference) None. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized. Dated: December 10, 2001 SUN RIVER MINING, INC. by:/s/Stephen B. Doppler Stephen B. Doppler, President