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
December 31, 2001 000-29621
SUN RIVER MINING, INC.
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(Name of Small Business Issuer in its charter)
COLORADO 84-1384159
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State or other jurisdiction of IRS Employer ID Number
incorporation or organization
P. O. Box 723, Evergreen, Colorado 80437
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(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 December 31, 2001
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Sun River Mining, Inc.
(A Development Stage Company)
Balance Sheet
(Unaudited)
December 31, September 30,
2001 2001
----------------- ------------------
ASSETS:
Current assets:
Cash $ - $ -
----------------- ------------------
TOTAL ASSETS $ - $ -
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable $ 43,299 $ 43,299
Accrued Expenses 18,858 131,248
Notes Payable 194,904 192,359
----------------- ------------------
Total Current Liabilities 257,061 366,906
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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 in 2001 2,371,696 2,259,306
Deficit accumulated during the exploratory stage (2,628,757) (2,626,212)
----------------- ------------------
Total Stockholders' Deficit (257,061) (366,906)
----------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ $ -
================= ==================
The accompanying notes are an integral part of these financial statements.
Sun River Mining, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Three-Months Ended Feb. 25, 1997
December 31, (Inception) to
------------------------------- December 31,
2001 2000 2001
------------- ------------- ---------------
REVENUE $ - $ - $ -
EXPENSES:
Abandoned Equipment - - 808
Bank Charges - 7 1,667
Consulting - - 878,939
Depreciation - 116 3,178
Directors' Fees - - 11,983
Due Diligence - - 45,832
Equipment Rental - - 1,733
Impairment loss - - 923,834
Legal & Accounting 2,000 1,531 99,285
Licenses & Fees - - 6,220
Meals & Entertainment - - 4,119
Office Expenses - - 13,781
Officer's Salaries - - 380,750
Postage & Shipping - - 3,217
Printing - - 5,580
Public Relations - - 104,326
Rent - - 8,058
Taxes - - 4,657
Telephone - - 30,545
Transfer Agent Expense 545 375 10,003
Travel - - 59,293
------------- ------------- ---------------
TOTAL EXPENSES 2,545 2,029 2,597,808
EXTRAORDINARY (GAIN)
Interest - 5,137 71,346
Forgiveness of Debt - - (40,397)
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NET (LOSS) $ (2,545) $ (7,166) $ (2,628,757)
------------- ------------- ---------------
PER SHARE INFORMATION:
Weighted average number of
common shares outstanding 15,362,970 15,362,970
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NET LOSS PER COMMON SHARE * *
============= =============
* Less than $.01
The accompanying notes are an integral part of these financial statements.
Sun River Mining, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
Three-Months Ended Feb. 25, 1997
December 31 (Inception) to
------------------------------- December 31,
2001 2000 2001
------------ ------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (2,545) $ (7,166) $ (2,628,757)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation - 116 -
Issuance of Common Stock for Services - - 900,587
Increase (Decrease) in Accounts Payable - 32,018 43,299
Increase (Decrease) in Accrued Liabilities - (9) 18,858
------------ ------------- -----------------
Net Cash Flows Used by Operations (2,545) 24,959 (1,666,013)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Notes Payable - (24,959) -
Proceeds from Notes Payable 2,545 - 194,904
Issuance of Common Stock - - 1,471,109
------------ ------------- -----------------
Net Cash Flows Provided by Financing Activities 2,545 (24,959) 1,666,013
Net Increase (Decrease) in Cash - - -
------------ ------------- -----------------
Cash and cash equivalents - Beginning of period - 2 -
------------ ------------- -----------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ - $ 2 $ -
============ ============= =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest $ - $ 5,137 $ 71,346
============ ============= =================
Income Taxes $ - $ - $ -
============ ============= =================
NON-CASH TRANSACTIONS
Common stock issued in exchange for services $ - $ - $ 900,587
============ ============= =================
The accompanying notes are an integral part of these financial statements.
Sun River Mining, Inc.
(A Development Stage Company)
Statement of Stockholder's Equity (Deficit)
December 31, 2001
(Unaudited)
Deficit
Accumulated
Common Stock During the
---------------------------------- Development
# 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)
--------------- --------------- ---------------- --------------
Extinquishment of Debt - 337,887 - 337,887
Net Loss for Year - - (32,402) (32,402)
--------------- --------------- ---------------- --------------
Balance - September 30, 2001 15,362,970 2,259,306 (2,626,212) (366,906)
--------------- --------------- ---------------- --------------
Extinquishment of Debt - 112,390 - 112,390
Net Loss for the Period - - (2,545) (2,545)
--------------- --------------- ---------------- --------------
Balance - December 31, 2001 15,362,970 $ 2,371,696 $ (2,628,757) $ (257,061)
=============== =============== ================ ==============
The accompanying notes are an integral part of these financial statements.
SUN RIVER MINING, INC.
(A Development Stage Company)
Notes to Financial Statements
December 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 December 31, 2001 and
the results of operations for the three-months ended December 31, 2001 and 2000,
and cash flows for the three-months ended December 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-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended September 30, 2001, and
the reader is cautioned to review the Audited Financial Statements for the year
ended September 30, 2001 and accompanying footnotes thereto.
NOTE 2 - EXTINQUISHMENT OF DEBT:
----------------------
In December 2001 a former officer signed a Company Settlement Agreement, which
was to forgive all accrued salaries up to and including December 2001. This was
in the amount of $112,390.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED DECEMBER 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 three month period of $2,545 in 2001
compared to $2,029 in the same period in 2000. The Company recorded a net
operating loss of $(2,545) for the 2001 period as compared to ($7,166)
(including interest accrual) for the same period in 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 ($0.01) compared to less than ($0.01) in the
same fiscal quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company remains in the development stage and, since inception, has
experienced significant liquidity problems and has no significant capital
resources now and has stockholder's deficit of ($257,061) at December 31, 2001.
The Company has no current assets and no other assets at December 31, 2001.
The Company is unable to carry out any plan of business without funding.
The Company cannot predict to what extent its current lack of liquidity and
capital resources will impair the consummation of a business combination or
whether it will incur further operating losses through any business entity which
the Company may eventually acquire. There is no assurance that the Company can
continue as a going concern without substantial funding, for which there is no
source.
The Company estimates it will require $25,000 to $30,000 to cover legal,
accounting, transfer and miscellaneous costs of being a reporting company in the
next fiscal year. The Company will have a cash shortfall for current annual
costs of at least $25,000 to $30,000, for which it has no source except
shareholder loans or contributions, none of which have been committed.
The Company has no cash for any operations. It will have to make private
placements of stock, for which it has no sources, or obtain loans from
shareholders, to have any cash for even limited operations. There are no
committed loan sources at this time. The Company has current liabilities of
$257,061 which exceed total assets by approximately $257,061.
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:
In extinquishment of $112,390 in salary claims, Steven Davis
agreed to accept S-8 stock for a value of $22,478 in the
Settlement Agreement.
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 December 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: March 5, 2002
SUN RIVER MINING, INC.
by:/s/Stephen B. Doppler
Stephen B. Doppler, President