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, 2003 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
7609 Ralston Road, Arvada, CO 80437
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (303) 422-8127
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, 2003
SUN RIVER MINING, INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
MICHAEL JOHNSON & CO., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Michael B. Johnson C.P.A. Telephone: (303) 796-0099
Member: A.I.C.P.A. Fax: (303) 796-0137
Colorado Society of C.P.A.s
INDEPENDENT AUDITORS' REPORT
Board of Directors
Sun River Mining, Inc.
Denver, CO
We have reviewed the accompanying balance sheet of Sun River Mining, Inc. (An
Exploration Stage Company) as of June 30, 2003 and the related statements of
operation for the three and nine months ended June 30, 2003 and 2002 and the
period February 27, 1997 (inception) to June 30, 2003, and cash flows and
stockholders' equity for the nine-months ended June 30, 2003 and 2002 and the
period from February 27, 1997 (inception) to June 30, 2003, included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period June
30, 2003. 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 primarily of applying analytical procedures to financial
data and making inquiries of persons responsible for 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 the expression of 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 June 30, 2003, and the
related statements of operations, stockholders' equity and cash flows for the
year ended (not presented herein). In our report dated January 6, 2003, 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, 2003
is fairly stated in all material respects in relation to the balance sheet from
which it has been derived.
Michael Johnson & Co., LLC
Denver, Co.
July 29, 2003
SUN RIVER MINING, INC.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Unaudited)
June 30, September 30,
2003 2002
------------------ ------------------
ASSETS:
Current assets:
Cash $ - $ -
------------------ ------------------
Total current assets - -
------------------ ------------------
TOTAL ASSETS $ - $ -
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable $ 214,061 $ 199,616
Accrued Expenses 18,858 18,858
Notes Payable 195,729 195,729
------------------ ------------------
Total Current Liabilities 428,648 414,203
------------------ ------------------
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 2003 and 2002 2,259,306 2,259,306
Deficit accumulated during the exploratory stage (2,687,954) (2,673,509)
------------------ ------------------
Total Stockholders' Deficit (428,648) (414,203)
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
================== ==================
See Accountants Review Report
SUN RIVER MINING, INC.
(An 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,
2003 2002 2003 2002 2003
---- ---- ---- ---- ----
Revenue $ - $ - $ - $ - $ -
Expenses:
Abandoned Equipment - - - - 808
Bank Charges - - - - 1,667
Consulting - - - - 878,939
Depreciation - - - - 3,178
Directors' Fees - - - - 11,983
Due Diligence - - - - 45,832
Equipment Rental - - - - 1,733
Impairment loss - - - - 923,834
Legal & Accounting 13,186 200 14,070 1,884 156,907
Licenses & Fees - - - - 6,220
Meals & Entertainment - - - - 4,119
Office Expenses - - - - 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 - 375 375 795 11,378
Travel - - - - 59,293
--------- ------ --------- -------- ------------
Total Operating Expenses 13,186 575 14,445 2,679 2,657,005
--------- ------ --------- -------- ------------
Other Income (Expense)
Interest Expense - - - - 71,346
Forgiveness of Debt - - - - (40,397)
--------- ------ --------- -------- ------------
Net (Loss) $ (13,186) $ (575) $ (14,445) $ (2,679) $ (2,687,954)
--------- ------ --------- -------- ------------
Per Share Information:
Weighted average number of
common shares outstanding 15,362,970 15,362,970
---------- ----------
Net Loss per Common Share * *
---------- ----------
* Less than $.01
See Accountants Review Report
SUN RIVER MINING, INC.
(An Exploration Stage Company)
Consolidate Statement of Stockholders' Equity (Deficit)
June 30, 2003
(Unaudited)
Deficit
Accumulated
During the
Common Stock Exploration
# of Shares Amount Stage Totals
----------- ------ ----- ------
Inception - February 25, 1997 - $ - $ - $ -
Issuance of stock for cash 3/15/97 100,000 100 - 100
Issuance of stock for cash 3/31/97 111,800 111,800 - 111,800
Issuance of stock to Founders 3/31/97 282,200 - - -
Issuance of stock for Consolidation 4/3/97 8,900,000 312,106 - 312,106
Issuance of stock for cash 8/15/97 58,000 58,000 - 58,000
Issuance of stock for cash 9/30/97 47,800 47,800 47,800
Net Loss for Year - - (193,973) (193,973)
---------- ---------- ----------- ----------
Balance - September 30, 1997 9,499,800 529,806 (193,973) 335,833
---------- ---------- ----------- ----------
Issuance of stock for services 11/30/97 30,000 30,000 - 30,000
Issuance of stock for cash 9/15/98 1,000,000 200,000 - 200,000
Consolidation stock cancelled 9/15/98 (1,200,000) (50,000) - (50,000)
Issuance of stock for cash 9/30/98 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 10/9/98 424,670 159,367 - 159,367
Issuance of stock for services 1/7/99 800,000 40,000 - 40,000
Issuance of stock for cash 1/15/99 750,000 296,125 - 296,125
Issuance of stock for services 1/21/99 500,000 276,500 - 276,500
Issuance of stock for cash 2/2/99 150,000 70,313 - 70,313
Issuance of stock for cash 4/6/99 904,500 122,108 - 122,108
Issuance of stock for salaries 6/30/99 1,400,000 147,000 - 147,000
Issuance of stock for cash 9/30/99 800,000 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 9/15/00 300,000 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)
---------- ---------- ----------- ----------
Net Loss for year - - (47,297) (47,297)
---------- ---------- ----------- ----------
Balance - September 30, 2002 15,362,970 2,259,306 (2,673,509) (414,203)
---------- ---------- ----------- ----------
Net Loss for period - - (14,445) (14,445)
---------- ---------- ----------- ----------
Balance - June 30, 2003 15,362,970 $2,259,306 $(2,687,954) $ (428,648)
========== ========== =========== ==========
See Accountants Review Report
SUN RIVER MINING, INC.
( An Exploration Stage Company)
Consolidated Statement of Cash Flows Feb. 25, 1997
(Unaudited)
Indirect Method
Nine-Months Ended (Inception) to
June 30, June 30,
2003 2002 2003
---- ---- ----
Cash Flows from Operating Activities:
Net Loss $(14,445) $ (20,214) $ (2,687,954)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation - - -
Issuance of Common Stock for Services - - 900,587
Increase (Decrease) in Accounts Payable 14,445 16,844 214,061
Increase (Decrease) in Accrued Liabilities - - 18,858
-------- --------- ------------
Net Cash Flows Used for Operating Activities - (3,370) (1,554,448)
-------- --------- ------------
Cash Flows from Financing Activities:
Proceeds from Notes Payable - 3,370 195,729
Issuance of Common Stock - - 1,358,719
-------- --------- ------------
Net Cash Flows Provided by Financing Activities - 3,370 1,554,448
-------- --------- ------------
Net Increase (Decrease) in Cash - - -
-------- --------- ------------
Cash and cash equivalents - Beginning of period - - -
-------- --------- ------------
Cash and cash equivalents - End of period $ - $ - $ -
======== ========= ============
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
SUN RIVER MINING, INC.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2003
(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, 2003 and the
results of operations for the three-months and the nine-months ended June 30,
2003 and 2002 and the period February 25, 1997 (inception) to June 30, 2003, and
cash flows for the nine-months ended June 30, 2003 and the period February 25,
1997 (inception) to June 30, 2003. 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, 2002.
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 addition 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.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2003 COMPARED TO SAME
PERIOD IN 2002
The Company had no revenues in the period in 2003 or 2002. The Company
incurred expenses of $13,186 in the period in 2003 compared to $575 in the
same period in 2002. The Company had a net loss of ($13,186) in the quarter in
2002 compared to a net loss of ($575) in the same period in 2002. Loss per
share was less than ($.01) per share in the period in 2003 and 2002.
RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JUNE 30, 2003 COMPARED TO
THE SAME PERIOD IN 2002.
The Company had no revenues in the period in 2003 or 2002. The Company
incurred operating expenses for the six month period of $14,445 in 2003 compared
to $2,679 in the same nine month period in 2002. The Company recorded a net
operating loss of $(14,445) for the 2003 period as compared to ($2,679) for the
same period in fiscal year 2002. The loss per share was less than $.01 in the
period in 2003 and 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.
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, 2003, the Company had no accounts receivable. The Company
has current liabilities of $426,648 which exceed assets by approximately
$426,648.
The company is currently attempting to acheive a private placement of
common stock to obtain up to $325,000 in capital to reduce debt and provide
operations. If it obtains such funding, it intends to proceed with the XOPTIX
transaction previously announced in its 8K filed July 25, 2003.
Evaluation of Internal and Disclosure Controls
----------------------------------------------
The management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date. There were no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of the most recent evaluation of such, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
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:
Exhibit 99.14
(b) Reports on Form 8-K filed during the six months
ended June 30, 2003. (incorporated by reference)
8-K filed May 28, 2003
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 8, 2003
SUN RIVER MINING, INC.
by:/s/Stephen W. Weathers
Stephen W.Weathers, Secretary