SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: July 25, 2003
SUN RIVER MINING, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
7609 Ralston Road, Arvada, Colorado 80002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
The company has entered into a Plan of Reorganization and Asset Purchase
Agreement (Plan) with Xoptix, Inc. whereby for issuance of 70,000,000 shares of
common stock (on a post reverse split basis) the company will acquire three
patents for Solar Cell technology. The Plan also provides for raising an
additional $325,000 in capital upon sale of 13 million shares, which will be
used to pay off debts of the company and for working capital. The stock will be
issued to Xoptix, Inc. but is expected to be distributed pro-rata in kind to
shareholders of Xooptix, Inc. in liquidation of Xoptix, Inc.
The transaction is expected to close by August 15, 2003 but is
contingent upon receipt of the Private Placement Proceeds. Upon closing, the
company intends to change its name to XsunX, Inc.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS
None.
ITEM 6. RESIGNATION AND APPOINTMENT OF DIRECTORS
Randy McCall, Tom Anderson, and Steve Weathers will resign as directors
under the terms of the Plan of Reorganization and Asset Purchase Agreement.
Brian Altounion will be appointed as a director.
Brian Altounian, Chairman of the Board, President and Chief Executive Officer as
of August 15, 2003:
Mr. Altounian has over 12 years of experience in the area of finance,
administration and operations. Most recently, he served as Executive Vice
President of Plyent, Inc., a provider of a proprietary software solution that
allows dynamic wireless Web access by Web enabled wireless thin clients, such as
cell phones and personal digital assistants (PDAs). Mr. Altounian previously
served as the Vice President of Finance for Lynch Entertainment, a producer of
family television series' for the Nickelodeon and Disney Channels. While at
Lynch, he established subsidiary corporations, purchased and oversaw the
construction of a state-of-the-art television studio facility, and built the
infrastructure of the company. Prior to joining Lynch Entertainment, Mr.
Altounian held key management positions at numerous entertainment companies
including Director of Finance and Administration at Time Warner Interactive;
Finance Manager for National Geographic Television; and Manager of Business
Services for WQED, the nation's first community-owned public television station.
He also founded his own consulting company, BKA Enterprises, a firm that
supported and advised entertainment and multimedia companies in the areas of
financial and business management. Mr. Altounian holds an undergraduate degree
from UCLA and an MBA from Pepperdine University.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS
Financial Statements: None
Exhibits: None
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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 by the
undersigned thereunto duly authorized.
Date: July 25, 2003 SUN RIVER MINING, INC.
By: /s/ Thomas Anderson
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Thomas Anderson, CEO
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