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, 2000 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 X No ----- ----- 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, 2000 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Sun River Mining, Inc. (Exploration Stage Company) Balance Sheet (Unaudited) March 31, September 30, 2000 1999 ----------------- ----------------- ASSETS: Current assets: Cash $ 44 $ 1,026 Accounts Receivable - Del Cielo 1,884 1,884 Prepaid Expenses - 200 ----------------- ----------------- Total current assets 1,928 3,110 ----------------- ----------------- Fixed assets Office equpiment - (Net $384 depreciation for 2000, 1,540 1,924 and $616 for 1999) ----------------- ----------------- Total fixed assets 1,540 1,924 ----------------- ----------------- TOTAL ASSETS $ 3,468 $ 5,034 ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: Accounts Payable $ 56,379 $ 52,894 Accrued Expenses 355,877 263,779 Directors' Fee Payable 8,683 6,683 Notes Payable 231,095 262,700 ----------------- ----------------- Total Current Liabilities 652,034 586,056 ----------------- ----------------- 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 at March 31, 2000 and 15,062,970 shares issued and outstanding at 1,921,419 1,894,419 September 30, 1999. - Deficit accumulated during the exploratory stage (2,569,985) (2,475,441) ----------------- ----------------- Total Stockholders' Deficit (648,566) (581,022) ----------------- ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,468 $ 5,034 ================= ================= 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, 2000 1999 2000 1999 2000 ----------- ----------- ------------ ------------ -------------- REVENUE $ - $ - $ - $ $ - $ - EXPENSES: Bank Charges 63 63 199 199 1,618 Consulting 6,000 190,363 24,000 380,726 878,939 Depreciation 192 308 384 616 2,446 Directors' Fees - - 5,378 3,883 17,361 Due Diligence - 10,113 - 20,227 40,454 Equipment Rental - - - - 1,733 Impairment loss - - - - 923,834 Legal & Accounting 4,906 5,201 4,906 10,402 79,105 Licenses & Fees - - - - 6,220 Meals & Entertainment - 193 - 193 4,119 Office Expenses 402 1,103 730 2,207 13,781 Officer's Salaries 37,500 41,450 90,000 82,900 380,750 Postage & Shipping - 45 - 125 3,217 Printing - 800 - 1,400 5,580 Public Relations - 21,270 425 42,540 104,005 Rent - 1,000 730 2,000 8,058 Taxes - 1,500 53 3,000 4,657 Telephone 536 3,095 1,093 6,190 30,188 Transfer Agent Expense 345 925 845 1,850 7,151 Travel 624 7,180 809 14,360 59,293 ----------- ----------- ------------ ------------ -------------- TOTAL OPERATING EXPENSES 50,568 284,609 129,552 572,818 2,572,509 OTHER INCOME (EXPENSE) Interest Expense 5,389 5,502 5,389 11,004 37,873 Forgiveness of Debt - - (40,397) - (40,397) ----------- ----------- ------------ ------------ -------------- NET (LOSS) $ (55,957) $ (290,111) $ ( 94,544) $ (583,822) $ (2,569,985) ----------- ----------- ------------ ------------ -------------- PER SHARE INFORMATION: Weighted average number of common shares outstanding 15,260,124 11,741,855 15,260,124 11,741,855 ----------- ----------- ------------ ------------ 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) Feb. 25, 1997 Six-Months Ended (Inception) to March 31, March 31, --------------------------------- 2000 1999 2000 -------------- -------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ ( 94,544) $ (583,822) $ (2,569,985) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 384 616 2,446 Issuance of Common Stock for Services - - 70,000 Increase (Decrease) in Accounts Payable 9,406 121,538 56,379 Increase (Decrease) in Accrued Liabilities 94,098 132,985) 364,560 (Increase) Decrease Accounts Receivable - (2,129) (1,884) Decrease (Increase) in Prepaid Expenses 200 5,778 - -------------- -------------- ----------------- Net Cash Flows Used for Operating Activities 9,544 (325,034) (2,078,484) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Fixed Assets - - (3,986) -------------- -------------- ----------------- Net Cash Flows Provided by Investing Activities - - (3,986) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of Notes Payable (37,526) (10,674) - Proceeds from Notes Payable - 11,700 231,095 Issuance of Common Stock 27,000 301,711 1,851,419 -------------- -------------- ----------------- Net Cash Flows Provided by Financing Activities (10,526) 302,737 2,082,514 Net Increase (Decrease) in Cash (982) (22,297) 44 -------------- -------------- ----------------- Cash and cash equivalents - Beginning of period 1,026 23,323 - -------------- -------------- ----------------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 44 $ 1,026 $ 44 ============== ============== ================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash Paid During the Year for: Interest $ 5,389 $ 11,004 $ 37,873 ============== ============== ================= Income Taxes $ - $ - ============== ============== ================= NON-CASH TRANSACTIONS Common stock issued in exchange for services $ - $ 40,000 $ 70,000 ============== ============== ================= The accompanying notes are an integral part of these financial statements. Sun River Mining, Inc. (Exploration Stage Company) Stockholder's Equity March 31, 2000 (Unaudited) Deficit Accumulated During the Common Stock 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 period ( 94,544) ( 94,544) ---------------- ---------------- ---------------- --------------- Balance - March 31, 2000 15,362,970 $ 1,921,419 $ (2,569,985) $ (648,566) ================ ================ ================ =============== The accompanying notes are an integral part of these financial statements. SUN RIVER MINING, INC. Notes to Financial Statements March 31, 2000 (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, 2000 and the results of operations for the three-months and six-months ended March 31, 2000 and 1999, and cash flows for the six-months ended March 31, 2000. Interim results are not necessarily indicative of results for a full year. The financial statements and notes are presented as permitted by Form 10-QSB, and do not contain certain information included in the Company's audited financial statements and notes for the fiscal year ended September 30, 1999, and the reader is cautioned to review the Audited Financial Statements for the year ended September 30, 1999 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, 2000 COMPARED TO SAME PERIOD IN 1999 The Company had no revenues in the period in 2000 or 1999. The Company incurred expenses of $50,568 in the period in 2000 compared to $284,609 in the same period in 1999. The Company had a net loss of ($55,957) in the quarter in 2000 and a net loss of ($290,111) in the quarter in 1999. Loss per share was less than ($.01) per share in the period in 2000 and 1999. RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED MARCH 31, 2000 COMPARED TO THE SAME PERIOD IN 1999. The Company had no revenues in the period in 2000 or 1999. The Company incurred operating expenses for the six month period of $129,552 in 2000 compared to $572,818 in the same six month period in 1999. The Company recorded a net operating loss of $($94,544) including an extraordinary gain of $40,397 from forgiveness of debt in the six month period in 2000 as compared to $(583,822) for the same period in fiscal year 1999. The loss per share was less than $.01 in the period in 2000 and 1999. 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. LIQUIDITY AND CAPITAL RESOURCES The Company had current assets of $1,928 and $1,540 in fixed assets for total assets of $3,468 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, 2000, it had $1,884 in accounts receivable. The Company has current liabilities of $652,034 which exceed assets by approximately $648,566. 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, 2000. (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: January 14, 2002 SUN RIVER MINING, INC. by:/s/Stephen B. Doppler Stephen B. Doppler, President