SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QSB/A Amendment No. 1 Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 CIK NO.: 0001039466 For Quarter Ended Commission File Number June 30, 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 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 June 30, 2001 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Sun River Mining, Inc. (Exploration Stage Company) Consolidated Balance Sheets (Unaudited) June 30, September 30, 2001 2000 ----------------- ------------------ ASSETS: Current assets: Cash $ 2 $ 2 Prepaid Expenses - Accounts Receivable - Del Cielo - 1,884 ----------------- ------------------ Total current assets 2 1,886 ----------------- ------------------ Fixed assets Office equipment - (Net $3,178 depreciation for June, 2001, 808 1,156 and $2,638 for June, 2000) ----------------- ------------------ Total fixed assets 808 1,156 ----------------- ------------------ TOTAL ASSETS $ 810 $ 3,042 ================= ================== LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: Accounts Payable $ 46,594 $ 101,238 Accrued Expenses 409,230 330,509 Directors' Fee Payable 8,683 9,683 Notes Payable 234,109 234,003 ----------------- ------------------ Total Current Liabilities 698,616 675,433 ----------------- ------------------ 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 (2,619,225) (2,593,810) ----------------- ------------------ Total Stockholders' Deficit (697,806) (672,391) ----------------- ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 810 $ 3,042 ================= ================== The accompanying notes are an integral part of these financial statements. Sun River Mining, Inc. (Exploration Stage Company) Consolidated Statements of Operations (Unaudited) Feb. 25, 1997 Three-Months Ended Nine-Months Ended (Inception) to June 30, June 30, June 30, -------------------------- -------------------------- 2001 2000 2001 2000 2001 ----------- ----------- ----------- ----------- ------------ REVENUE $ - $ - $ - $ - $ - EXPENSES: Bank Charges - - 7 199 1,667 Consulting - 6,000 - 30,000 878,939 Depreciation 116 192 348 576 3,178 Directors' Fees - - - 5,378 11,983 Due Diligence - - - - 45,832 Equipment Rental - - - - 1,733 Impairment loss - - - - 923,834 Legal & Accounting 6,242 6,242 8,524 11,148 92,264 Licenses & Fees - - - - 6,220 Meals & Entertainment - - - - 4,119 Office Expenses - - - 730 13,781 Officer's Salaries - 37,500 - 127,500 380,750 Postage & Shipping - - - - 3,217 Printing - - - - 5,580 Public Relations - - - 425 104,005 Rent - - - 730 8,058 Taxes - - - 53 4,657 Telephone - 536 - 1,629 30,545 Transfer Agent Expense 375 345 1,125 1,190 8,621 Travel - - - 809 59,293 ----------- ----------- ----------- ----------- ------------ TOTAL EXPENSES 6,733 50,815 10,004 180,367 2,588,276 EXTRAORDINARY (GAIN) Interest 5,137 5,389 15,411 10,778 71,346 Forgiveness of Debt - - - (40,397) (40,397) ----------- ----------- ----------- ----------- ------------ NET (LOSS) $ (11,870) $ (56,204) $ (25,415) $ (150,748) $(2,619,225) ----------- ----------- ----------- ----------- ------------ 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) Consolidated Statement of Cash Flows (Unaudited) Feb. 25, 1997 Nine-Months Ended (Inception) to June 30, June 30, ------------------------------- 2001 2000 2001 ------------ ------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (25,415) $ (150,748) $ (2,619,225) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 348 384 3,178 Issuance of Common Stock for Services - 145,810 482,700 Increase (Decrease) in Accounts Payable (54,644) 6,218 46,594 Increase (Decrease) in Accrued Liabilities 77,827 - 417,913 Decrease (Increase) in Accounts Rec - Shareholders 1,884 - (1,884) Decrease (Increase) in Prepaid Expenses - 200 - ------------ ------------- ----------------- Net Cash Flows Used by Operations - 1,864 (1,670,724) 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: Repyament of Notes Payable - (29,867) (36,086) Proceeds from Notes Payable - - 234,109 Issuance of Common Stock - 27,000 1,476,689 ------------ ------------- ----------------- Net Cash Flows Provided by Financing Activities - (2,867) 1,674,712 Net Increase (Decrease) in Cash - (1,003) 2 ------------ ------------- ----------------- Cash and cash equivalents - Beginning of period 2 1,026 - ------------ ------------- ----------------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 2 $ 23 $ 2 ============ ============= ================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash Paid During the Year for: Interest $ 15,411 $ 10,778 $ 71,346 ============ ============= ================= 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 (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 year - - (118,369) (118,369) ---------------- ---------------- ---------------- --------------- Balance - September 30, 2000 15,362,970 1,921,419 (2,593,810) (672,391) ---------------- ---------------- ---------------- --------------- Net Loss for period - - (25,415) (25,415) ---------------- ---------------- ---------------- --------------- Balance - June 30, 2001 15,362,970 $1,921,419 $(2,619,225) $ (697,806) ================ ================ ================ =============== The accompanying notes are an integral part of these financial statements. SUN RIVER MINING, INC. Notes to Financial Statements June 30, 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 June 30, 2001 and the results of operations for the three-months ended June 30, 2001 and 2000, and the nine-months ended June 30, 2001 and 2000, and cash flows for the nine-months ended June 30, 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 THREE MONTH PERIOD ENDED JUNE 30, 2001 COMPARED TO THE SAME PERIOD IN 2000. The Company incurred operating expenses for the three month period of $6,733 in 2001 compared to $50,815 in the same period in 2000. The Company recorded a net operating loss of $(11,870) for the 2001 period as compared to ($56,204) for the same period in fiscal year 2000. The Company losses will continue until business and profitable operations are achieved. While the Company is seeking capital sources for investment, there is no assurance that capital sources can be found. The loss per share for the fiscal quarter was less than ($.01) in 2001 and 2000. RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JUNE 30, 2001 COMPARED TO THE SAME PERIOD IN 2000. The Company incurred operating expenses for the nine month period of $10,004 in 2001 compared to $180,367 in the same nine month period in 2000. The Company recorded a net operating loss of $(25,415) for the 2001 period as compared to ($150,748) for the same period in fiscal year 2000. In the period in 2000 the Company had an extraordinary gain of $40,397 from the forgiveness of debt. The Company losses will continue until business and profitable operations are achieved. While the Company is seeking capital sources for investment, there is no assurance that capital sources can be found. The loss per share for the period was less than ($.01) in 2001 and 2000. LIQUIDITY AND CAPITAL RESOURCES The Company had current assets of $2 and $808 in fixed assets for total assets of $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 June 30, 2001, it had no accounts receivable. The Company has current liabilities of $698,616 which exceed current assets by approximately $697,806. 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 June 30, 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: January 14, 2002 SUN RIVER MINING, INC. by:/s/Stephen B. Doppler Stephen B. Doppler, President