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, 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
7609 Ralston Road 80002
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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 December 31, 2002
SUN RIVER MINING, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
December 31, 2002
(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
ACCOUNTANTS REVIEW REPORT
Board of Directors
Sun River Mining, Inc.
Lakewood, CO
We have reviewed the accompanying balance sheet for Sun River Mining, Inc. (a
development stage company) for December 31, 2002 and the related statements of
operations for the three months ended December 31, 2002 and 2001 and for the
period from February 25, 1997 (inception) to December 31, 2002, and cash flows
for the three months ended December 31, 2002 and 2001 and for the period from
February 25, 1997 (inception) to December 31, 2002, included in the accompanying
Securities and Exchange Commission 10-QSB for the period ended December 31,
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 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
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are unaware 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, 2002, and
the related statements of operations, stockholders' equity (deficit) and cash
flows for the year then 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 December 31, 2002, 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
January 7, 2003
/s/ Michael Johnson & Co., LLC
SUN RIVER MINING, INC.
A Develoopment Stage company)
Consolidated Balance Sheets
(Unaudited)
December 31, September 30,
2002 2002
------------------ ------------------
ASSETS:
Current assets:
Cash $ - $ -
------------------ ------------------
Total current assets - -
------------------ ------------------
TOTAL ASSETS $ - $ -
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable $ 200,875 $ 199,616
Accrued Expenses 18,858 18,858
Notes Payable 195,729 195,729
------------------ ------------------
Total Current Liabilities 415,462 414,203
------------------ ------------------
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 at December 31,
2002 and 2001 2,259,306 2,259,306
Deficit accumulated during the exploratory stage (2,674,768) (2,673,509)
------------------ ------------------
Total Stockholders' Deficit (415,462) (414,203)
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
================== ==================
See Accountant's Review Report
SUN RIVER MINING, INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
Feb. 25, 1997
Three-Months Ended (Inception) to
December 31, December 31,
2002 2001 2002
---- ---- ----
Revenue $ - $ - $ -
Expenses:
Bank Charges - - 1,618
Consulting - - 878,939
Depreciation - - 2,446
Directors' Fees - - 17,361
Due Diligence - - 40,454
Equipment Rental - - 1,733
Impairment loss - - 923,834
Legal & Accounting 884 2,000 79,105
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 - - 104,005
Rent - - 8,058
Taxes - - 4,657
Telephone - - 30,188
Transfer Agent Expense 375 545 7,151
Travel - - 59,293
---------- ---------- ------------
Total Operating Expenses 1,259 2,545 2,572,509
Other Income (Expense)
Interest Expense - - 37,873
Forgiveness of Debt - - (40,397)
---------- ---------- ------------
Net (Loss) $ (1,259) $ (2,545) $ (2,569,985)
---------- ---------- ------------
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 Accountant's Review Report
SUN RIVER MINING, INC.
(A Devlopment Stage Company)
Consolidated Statment of Stockholders' Equity (Deficit)
December 31, 2002
(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 - - (1,259) (1,259)
---------- ---------- ----------- ----------
Balance - December 31, 2002 15,362,970 $2,259,306 $(2,674,768) $ (415,462)
========== ========== =========== ==========
See Accountant's Review Report
SUN RIVER MINING, INC.
(A Development Stage Company)
Consolidated Sttement of Cash Flows
(Unaudited)
Feb. 25, 1997
Three-Months Ended (Inception) to
December 31, December 31,
2002 2001 2002
---- ---- ----
Cash Flows from Operating Activities:
Net Loss $ (1,259) $ (2,545) $ (2,674,768)
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 1,259 - 200,875
Increase (Decrease) in Accrued Liabilities - - 18,858
-------- -------- ------------
Net Cash Flows Used for Operating Activities - (2,545) (1,554,448)
-------- -------- ------------
Cash Flows from Financing Activities:
Proceeds from Notes Payable - 2,545 195,729
Issuance of Common Stock - - 1,358,719
-------- -------- ------------
Net Cash Flows Provided by Financing Activities - 2,545 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 Accountant's Review Report
SUN RIVER MINING, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 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 December 31, 2002 and
the results of operations for the three-months ended December 31, 2002 and 2001
and period from February 25, 1997 (inception) to December 31, 2002, and cash
flows for the three-months ended December 31, 2002 and 2001 and period from
February 25, 1997 (inception) to December 31, 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, 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 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.
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, 2002
COMPARED TO THE SAME PERIOD IN 2001.
The Company had no revenues in the period in 2002 or 2001. The Company
incurred operating expenses for the three month period of $1,259 in 2002
compared to $2,545 in the same period in 2001. The Company recorded a net
operating loss of $(1,259) for the 2002 period as compared to ($2,545)
(including interest accrual) for the same period in 2001.
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
2002 fiscal quarter was less than ($0.01) compared to less than ($0.01) in the
same fiscal quarter of 2001.
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 ($415,462) at December 31, 2002.
The Company has no current assets and no other assets at December 31, 2002.
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
$415,462 which exceed total assets by approximately $415,462.
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:
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, 2002. (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, 2002
SUN RIVER MINING, INC.
By: /s/Stephen W. Weathers
Stephen W. Weathers, Secretary