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
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   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, 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:
   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
   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         104,005
   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                        1,242         50,568           3,271        129,552       2,581,543

EXTRAORDINARY (GAIN)
   Interest                           5,137          5,389          10,274          5,389          66,209
   Forgiveness of Debt                    -              -               -        (40,397)        (40,397)
                                 -----------    -----------     -----------    -----------    ------------
NET (LOSS)                       $   (6,379)    $  (55,957)     $  (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)     $     (2,607,355)
  Adjustments to reconcile net loss to cash used in
    operating activities:
   Depreciation                                                               116                384                 3,062
   Issuance of Common Stock for Services                                        -                  -               482,700
   Increase (Decrease) in Accounts Payable                                (31,058)             9,406                70,180
   Increase (Decrease) in Accrued Liabilities                              44,265             94,098               384,457
   Decrease (Increase) in Accounts Rec - Shareholders                           -                  -                (1,884)
   Decrease (Increase) in Prepaid Expenses                                    222                200                     -
                                                                      ------------      -------------     -----------------
Net Cash Flows Used by Operations                                               -              9,544            (1,668,840)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of Fixes Assets                                                  -                  -                (3,986)
                                                                      ------------      -------------     -----------------
Net Cash Flows Provided by Investing Activities                                 -                  -                (3,986)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of Notes Payable                                                   -            (37,526)              (37,970)
   Proceeds from Notes Payable                                                  -                  -               234,109
   Issuance of Common Stock                                                     -             27,000             1,476,689
                                                                      ------------      -------------     -----------------
Net Cash Flows Provided by Financing Activities                                 -            (10,526)            1,672,828

Net Increase (Decrease) in Cash                                                 -             (  982)                    2
                                                                      ------------      -------------     -----------------

Cash and cash equivalents - Beginning of period                                 2              1,026                     -
                                                                      ------------      -------------     -----------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                             $         2       $         44      $              2
                                                                      ============      =============     =================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash Paid During the Year for:
      Interest                                                        $    10,274       $      5,389      $         66,209
                                                                      ============      =============     =================
      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 $1,242 in the period in 2001  compared  to $50,568 in the
same  period in 2000.  The  Company had a net loss of ($6,379) in the quarter in
2000  compared to a net loss of ($55,957)  in the same period in 2000.  Loss per
share was less than ($.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 $3,271 in 2001 compared
to $129,552  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.


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: January 14, 2001

                                          SUN RIVER MINING, INC.



                                          by:/s/Stephen B. Doppler
                                          Stephen B. Doppler, President