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
March 31, 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
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 March 31, 2003
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SUN RIVER MINING, INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2003
(UNAUDITED)
ACCOUNTANT'S REVIEW REPORT
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 March 31, 2003 and the related statements of
operations for the three and six-months ended March 31, 2003 and 2002 and the
period February 27, 1997 (inception) to March 31, 2003 and cash flows and
stockholders' equity for the six-months ended March 31, 2003 and 2002 and for
February 25, 1997 (Inception to March 31, 2003 included in the accompanying
Securities and Exchange Commission Form 10-QSB for the period ended March 31,
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 principally of applying analytical procedures to financial
data and making inquiries of person 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 September 30, 2002, and
the related statements of operations, stockholders' equity 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 sheets as of
March 31, 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
May 19, 2003
Sun River Mining, Inc.
(Exploration Stage Company)
Consolidated Balance Sheets
(Unaudited)
March 31, September 30,
2003 2002
----------------- ------------------
ASSETS:
Current assets:
Cash $ - $ -
----------------- ------------------
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 for March 31, 2003 2,259,306 2,259,306
and 2002
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 Accountants Review Report
Sun River Mining, Inc.
(Exploration Stage Company)
Consolidated Statements of Operations
(Unaudited)
Feb. 25, 1997
Three-Months Ended Six-Months Ended (Inception) to
March 31, March 31, March 31,
2003 2002 2002 2002 2003
---- ---- ---- ---- ----
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 - 16,844 884 18,844 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 - 250 375 795 7,151
Travel - - - - 59,293
---------- ---------- ---------- ---------- -----------
Total Expenses - 17,094 1,259 19,639 2,572,509
EXTRAORDINARY (GAIN)
Interest - - - - 37,873
Forgiveness of Debt - - - - (40,397)
---------- ---------- ---------- ---------- ------------
Net (Loss) $ - $ (17,094) $ (1,259) $ (19,639) $ (2,569,985)
---------- ---------- ---------- ---------- ------------
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
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)
---------- ---------- ----------- ----------
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 - March 31, 2003 15,362,970 $2,259,306 $(2,674,768) $ (415,462)
========== ========== =========== ==========
See Accountants Review Report
Sun River Mining, Inc.
(Exploration Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
Feb. 25, 1997
Six-Months Ended (Inception) to
March 31, March 31,
2003 2002 2003
---- ---- ----
Cash Flows from Operating Activities:
Net Loss $(1,259) $(19,639) $ (2,674,768)
Adjustments to reconcile net loss to cash used in
operating activities:
Issuance of Common Stock for Services - - 900,587
Increase (Decrease) in Accounts Payable 1,259 16,844 200,875
Increase (Decrease) in Accrued Liabilities - - 18,858
Decrease (Increase) in Accounts Rec - Shareholders - - -
Decrease (Increase) in Prepaid Expenses - - -
------ -------- ------------
Net Cash Flows Used by Operating Activities - (2,795) (1,554,448)
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 - 2,795 195,729
Issuance of Common Stock - - 1,358,719
------ -------- ------------
Net Cash Flows Provided by Financing Activities - 2,795 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.
Notes to Financial Statements
March 31, 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 March 31, 2003 and the
results of operations for the three-months and the six-months ended March 31,
2003 and 2002 and for the period February 25, 1997 (inception) to March 31,
2003, and cash flows for the six-months ended March 31, 2003 and 2002 and the
for the period February 25, 1997 (inception) to March 31, 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-Q, 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 exploration state 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 QUARTER ENDED MARCH 31, 2003 COMPARED TO SAME
PERIOD IN 2002
The Company had no revenues in the period in 2003 or 2002. The Company
incurred expenses of $17,094 in the period in 2003 compared to $1,242 in the
same period in 2002. The Company had a net loss of ($17,094) in the quarter in
2002 compared to a net loss of ($6,379) in the same period in 2002. Loss per
share was less than ($.01) per share in the period in 2003 and 2002.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED MARCH 31, 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 $19,639 in 2003 compared
to $3,271 in the same six month period in 2002. The Company recorded a net
operating loss of $(19,639) for the 2003 period as compared to ($13,545) 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 March 31, 2003, the Company had no accounts receivable. The Company
has current liabilities of $274,155 which exceed assets by approximately
$274,155.
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 three months
ended March 31, 2003. (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: May 20, 2003
SUN RIVER MINING, INC.
by:/s/Stephen W. Weathers
Stephen W.Weathers, Secretary
CERTIFICATION PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT
I, Thomas Anderson, certify that:
1. I have reviewed this quarterly report on Form 10-KSB of Sun River Mining,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 20, 2003
/s/Thomas Anderson
-----------------------
Thomas Anderson, Acting Chief Executive Officer
CERTIFICATION PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT
I, Stephen W. Weathers, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Sun River Mining,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 20, 2003
/s/Stephen W. Weathers
-----------------------
Stephen W. Weathers, Chief Financial Officer