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
June 30, 2002 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, 2002
SUN RIVER MINING, INC.
(AN EXPORATION STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
Michael Johnson & Co., LLC.
9175 Kenyon Ave., #100
Denver CO 80237
Phone: 303 796 0099
Fax: 303 796 0137
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'
Board of Directors
Sun River Mining, Inc.
Denver, CO
We have reviewed the accompanying balance sheet of Sun River Mining, Inc. (A
Development Stage Company) as of June 30, 2002 and the related statements of
operations for the three and nine-months ended June 30, 2002 and 2001 and
February 25, 1997 (Inception) to June 30, 2002, and cash flows for the
nine-months ended June 30, 2002 and 2001 and for February 25, 1997 (Inception)
to June 30, 2002, included in the accompanying Securities and Exchange
Commission Form 10-QSB for the period ended June 30, 2002. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for the financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States, the
objective of which is to express an opinion regarding the financial statements
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of September 30, 2001, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated December 14,
2001, we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of June
30, 2002 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, CO
August 9, 2002
F-1
Sun River Mining, Inc.
(Exploration Stage Company)
Consoidated Balance Sheets
(Unaudited)
June 30, September 30,
2002 2001
----------------- -----------------
ASSETS:
Current assets:
Cash $ - $ -
----------------- -----------------
TOTAL ASSETS $ - $ -
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable $ 60,143 $ 43,299
Accrued Expenses 18,858 131,248
Notes Payable 195,729 192,359
----------------- -----------------
Total Current Liabilities 274,730 366,906
----------------- -----------------
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 June 30, 2002 2,371,696 2,259,306
2000 and 15,362,970 shares issued and outstanding for
September, 2001
Deficit accumulated during the exploratory stage (2,646,426) (2,626,212)
----------------- -----------------
Total Stockholders' Equity (Deficit) (274,730) (366,906)
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
================= =================
See Accountants' Review Report
F-2
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,
2002 2001 2002 2001 2002
------ ------ ------ ------ --------------
Revenue $ - $ - $ - $ - $ -
Expenses:
Abandoned Equipment - - - - 808
Bank Charges - - - 7 1,667
Consulting - - - - 878,939
Depreciation - 116 - 348 3,178
Directors' Fees - - - - 11,983
Due Diligence - - - - 45,832
Equipment Rental - - - - 1,733
Impairment loss - - - - 923,834
Legal & Accounting - 6,242 18,844 8,524 116,129
Licenses & Fees - - - - 6,220
Meals & Entertainment - - - - 4,119
Office Expenses 200 - 200 - 13,981
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 375 375 1,170 1,125 10,628
Travel - - - - 59,293
------- ---------- ---------- ---------- ------------
Total Expenses 575 6,733 20,214 10,004 2,615,477
EXTRAORDINARY (GAIN)
Interest - 5,137 - 15,411 71,346
Forgiveness of Debt - - - - (40,397)
------- ---------- ---------- ---------- ------------
Net (Loss) $ (575) $ (11,870) $ (20,214) $ (25,415) $ (2,646,426)
------- ---------- ---------- ---------- ------------
Per Share Information:
Weighted average number of
common shares outstanding 15,362,970 15,362,970 15,362,970 15,362,970
---------- ---------- ---------- ----------
Net Loss per Common Share * * * *
---------- ---------- ---------- ----------
* Less than $.01
See Accountants' Review Report
F-3
Sun River Mining, Inc.
(Exploration Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
June 30, 2002
(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)
--------------- --------------- ---------------- --------------
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 Period - - (20,214) (20,214)
--------------- --------------- ---------------- --------------
Balance - June 30, 2002 15,362,970 $2,371,696 $(2,646,426) $ (274,730)
=============== =============== ================ ==============
See Accountants' Review Report
F-4
Sun River Mining, Inc.
(Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
Feb. 25, 1997
Nine-Months Ended (Inception) to
June 30, June 30,
2002 2001 2002
------------ ------------- -----------------
Cash Flows from Operating Activities:
Net Loss $(20,214) $(25,415) $ (2,646,426)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation - 348 -
Issuance of Common Stock for Services - - 900,587
Increase (Decrease) in Accounts Payable 16,844 (54,644) 60,143
Increase (Decrease) in Accrued Liabilities - 77,827 18,858
Decrease (Increase) in Accounts Rec - Shareholders - 1,884 -
Decrease (Increase) in Prepaid Expenses - - -
------------ ------------- -----------------
Net Cash Flows Used by Operating Activities (3,370) - (1,666,838)
Cash Flows from Investing Activities:
Acquisition of Fixed Assets - - -
------------ ------------- -----------------
Net Cash Flows Provided by Investing Activities - - -
Cash Flows from Financing Activities:
Proceeds from Notes Payable 3,370 - 195,729
Issuance of Common Stock - - 1,471,109
------------ ------------- -----------------
Net Cash Flows Provided by Financing Activities 3,370 - 1,666,838
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 $ - $ - $ 71,346
============ ============= =================
Income Taxes $ - $ - $ -
============ ============= =================
NON-CASH TRANSACTIONS
Common stock issued in exchange for services $ - $ - 900,587
============ ============= =================
See Accountants' Review Report
F-5
SUN RIVER MINING, INC.
Notes to Financial Statements
June 30, 2002
(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, 2002 and the
results of operations for the three and nine-months ended June 30, 2002 and
2001, and cash flows for the nine-months ended June 30, 2002. 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.
Note 2 - Going Concern:
-------------
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.
The Company is in the development stage and has not earned any revenue from
operations. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital or locate a merger
candidate and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.
F-6
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, 2002 COMPARED TO
THE SAME PERIOD IN 2001.
The Company incurred operating expenses for the three month period of $575
in 2002 compared to $6,733 in the same period in 2001. The Company recorded a
net operating loss of $(575) for the 2002 period as compared to ($11,870) for
the same period in fiscal year 2002.
The Company losses will continue until business and profitable operations
are achieved. While the Company is seeking capital sources for investment, there
is no assurance that capital sources can be found. The loss per share for the
fiscal quarter was less than ($.01) in 2002 and 2001.
RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JUNE 30, 2002 COMPARED TO
THE SAME PERIOD IN 2001.
The Company incurred operating expenses for the nine month period of
$20,214 in 2002 compared to $25,415 in the same nine month period in 2001. The
Company recorded a net operating loss of $(20,214) for the 2002 period as
compared to ($25,415) for the same period in fiscal year 2001.
The Company losses are expected to continue until business and profitable
operations are achieved. While the Company is seeking capital sources for
investment, there is no assurance that capital sources can be found. The loss
per share for the period was less than ($.01) in 2002 and 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company had no current assets 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, 2002, it had no accounts receivable. The Company has current
liabilities of $274,730 which exceed current assets by approximately $274,730.
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: August 20, 2002
SUN RIVER MINING, INC.
by: /s/ Stephen B. Doppler
------------------------------
Stephen B. Doppler, President