UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                -----------------

                                   FORM 10QSB
                                -----------------

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the quarterly period ended July 31, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                       Commission file number: 000-27485


                             SUN RIVER ENERGY, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Colorado                                        84-1491159
----------------------------------                       --------------------
      (State of Incorporation)                          (IRS Employer ID Number)

             10200 W. 44th Ave., Suite 210 E., Wheat Ridge, CO 80033
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  303-940-2090
                           --------------------------
                         (Registrant's Telephone number)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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 the past 90
days. Yes [X] No [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [  ]      No [X]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of September 13, 2007, there were 15,025,768  shares of the registrant's sole
class of common shares outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [  ]     No [ X ]



<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                        <C>




PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                            Page
                                                                                           ----

         Report of Independent Registered Public Accounting Firm                           F-1

         Consolidated Balance Sheet - July 31, 2007 and
                  April 30, 2007                                                           F-2

         Consolidated Statement of Operations  -
                  Three months ended July 31, 2007 and 2006 and
                  From October 22, 2002 (Inception) to July 31, 2007                       F-3

         Consolidated Statement of Changes in Stockholders' Equity (Deficit)
                  From October 22, 2002 (Inception) to July 31, 2007                       F-4

         Consolidated Statement of Cash Flows - Three months ended July 31, 2007
                  and 2006 and
                  From October 22, 2002 (Inception) to July 31, 2007                       F-6

         Notes to Consolidated Financial Statements                                        F-7

Item 2.  Management's Discussion and Analysis                                               1

Item 3. Controls and Procedures                                                             3

Item 3A(T).  Controls and Procedures                                                        3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                                  4

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                        4

Item 3.  Defaults Upon Senior Securities - Not Applicable                                   4

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable               5

Item 5.  Other Information - Not Applicable                                                 5

Item 6.  Exhibits                                                                           5

SIGNATURES                                                                                  6

</TABLE>


<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS


JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Sun River Energy, Inc.

We have  reviewed  the  accompanying  consolidated  balance  sheet of Sun  River
Energy,  Inc.,  a  development  stage of  company,  as of July 31,  2007 and the
related  consolidated  statements of operations for the three-months  ended July
31,  2007  and  2006,   the  related   consolidated   statement  of  changes  in
stockholders'  equity (deficit) and the related  consolidated  statement of cash
flows  for the  three-months  ended  July 31,  2007 and  2006.  These  financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance  with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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 the  standards of the Public  Company  Accounting  Oversight  Board (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 reviews, we are not aware of any material modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 2,  conditions
exists which raise  substantial doubt about the Company's ability to continue as
a going concern.  The financial  statements do not include any adjustments  that
might result from the outcome of this uncertainty.


September 18, 2007

/s/ Jaspers + Hall, PC
----------------------
Jaspers + Hall, PC




                                       F-1
<PAGE>


<PAGE>
<TABLE>
<CAPTION>

                      SUN RIVER ENERGY, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                           Consolidated Balance Sheet
<S>                                                                                    <C>                 <C>


                                                                                         Unaudited             Audited
                                                                                       ---------------     ----------------
                                                                                          July 31,            April 30,
                                                                                            2007                2007
                                                                                       ---------------     ----------------

ASSETS:

Current Assets:
         Cash                                                                                $ 39,623             $ 17,572
         Marketable Securities                                                                196,695              299,200
         Stock Subscription Receivable                                                              -            1,100,000
                                                                                       ---------------     ----------------

Total Current Assets                                                                          236,318            1,416,772
                                                                                       ---------------     ----------------

Fixed Assets - net of depreciation, $60                                                         1,140                    -
                                                                                       ---------------     ----------------

Other Assets:
         Prepaid expense                                                                       88,220                    -
         Advances on farmout                                                                       52                    -
         Leases                                                                             7,324,000            7,324,000
         Well development                                                                     190,000                    -
         Mineral Rights                                                                       100,000              100,000
                                                                                       ---------------     ----------------

Total Other Assets                                                                          7,702,272            7,424,000
                                                                                       ---------------     ----------------

TOTAL ASSETS                                                                               $7,939,730          $ 8,840,772
                                                                                       ===============     ================

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
         Accounts Payable and Accrued Expenses                                              $ 408,648            $ 505,298
         Notes Payable                                                                      3,544,136            4,454,739
                                                                                       ---------------     ----------------

Total Current Liabilities                                                                   3,952,784            4,960,037
                                                                                       ---------------     ----------------

Long-Term Liabilities
         Notes Payable - net of current portion                                             2,700,000            2,700,000
                                                                                       ---------------     ----------------

Total Long-Term Liabilities                                                                 2,700,000            2,700,000
                                                                                       ---------------     ----------------

TOTAL LIABILITIES                                                                           6,652,784            7,660,037

Stockholders' Equity:
    Common stock, $0.0001 par value; 100,000,000 shares                                         1,503                1,475
        authorized, 15,025,768 and 14,745,768 shares issued and outstanding
        as of July 31, 2007 and  April 30, 2007, respectively
    Additional paid-in capital                                                              2,685,221            2,190,699
    Deficit accumulated during the development stage                                       (1,399,778)          (1,011,439)
                                                                                       ---------------     ----------------

Total Stockholders' Equity                                                                  1,286,946            1,180,735
                                                                                       ---------------     ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                 $7,939,730          $ 8,840,772
                                                                                       ===============     ================



</TABLE>

See  accountants'  review  report  and  accompanying  notes to  these  financial
statements.


<PAGE>
<TABLE>
<CAPTION>

                      SUN RIVER ENERGY, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                      Consolidated Statement of Operations
                                  (Unaudited)
<S>                                           <C>                  <C>                    <C>


                                                      Three Months ended                   October 22, 2002
                                                           July 31,                         (Inception) to
                                                   2007                 2006                 July 31, 2007
                                              ----------------     ---------------        --------------------
Revenue:
     Income                                         $       -           $       -                $          -
                                              ----------------     ---------------        --------------------
Total Income                                                -                   -                           -
                                              ----------------     ---------------        --------------------
Costs and Expenses:
      Consulting                                      188,080               9,000                     509,806
      Accounting & Legal                                3,450               6,000                     261,916
      Lease Expenses                                        -              23,101                      41,296
      Office Expenses                                   2,471               7,777                      50,738
      Depreciation                                         60                   -                          60
      Bank Charges                                        184                  51                         445
                                              ----------------     ---------------        --------------------
Total Expenses                                        194,245              45,929                     864,261
                                              ----------------     ---------------        --------------------
Net Loss From Operations                             (194,245)            (45,929)                   (864,261)
                                              ----------------     ---------------        --------------------
Other Income and (Expenses)
      Interest expense                               (166,796)                  -                    (446,067)
      Interest income                                       4                   -                         693
      Realized (Loss) on investments                  (22,997)                  -                     (33,038)
      Unrealized (Loss) on investments                 (4,305)                  -                     (57,105)
                                              ----------------     ---------------        --------------------
Net Loss                                            $(388,339)          $ (45,929)               $ (1,399,778)
                                              ================     ===============        ====================
Per Share Information
Loss per common share                               $   (0.03)                *
                                              ================     ===============

Weighted average number
of shares outstanding                              14,892,290          10,003,875
                                              ================     ===============
*   Less than $0.01

</TABLE>

See  accountants'  review  report  and  accompanying  notes to  these  financial
statements.

<PAGE>
<TABLE>
<CAPTION>

                     SUN RIVER ENERGY, INC. AND SUBSIDIARY
                         (A Development Stage Company)
            Consolidated Statement of Stockholders' Equity (Deficit)
                                  (Unaudited)

<S>                                <C>           <C>         <C>          <C>           <C>

                                                                            Deficit
                                        COMMON STOCK          Additional   Accum. During   Total
                                                              Paid-in      Development    Stockholders'
                                    # of Shares   Amount      Capital        Stage        Equity
                                   -----------   ----------- ----------   ------------  -----------
Balance - October 22, 2002                  -          $ -         $ -            $ -          $ -
Stock issued for cash                   1,000            1          49              -           50
Net Loss for Period                         -            -           -            (50)         (50)
                                   -----------   ----------- ----------   ------------  -----------
Balance - December 31, 2002             1,000            1          49            (50)           -
                                   -----------   ----------- ----------   ------------  -----------
Net Loss for Year                           -            -           -              -            -
                                   -----------   ----------  ----------   ------------  -----------
Balance - December 31, 2003             1,000            1          49            (50)           -
                                   -----------   ----------  ----------   ------------  -----------

Net Loss for Year                           -            -           -              -            -
                                   -----------   ----------  ----------   ------------  -----------
Balance - December 31, 2004             1,000            1          49            (50)           -
                                   -----------   ----------  ----------   ------------  -----------
Issuance of shares for Merger       9,033,333          903     436,763              -      437,666
Merger accounting                     484,500           48     (20,923)             -      (20,875)
Value of subsidiary in excess
 of related party's basis                                     (866,667)                   (866,667)
Net Loss for Year                           -            -           -       (350,050)    (350,050)
                                   -----------   ----------  ----------   ------------  -----------
Balance - April 30, 2006            9,518,833          952    (450,778)      (350,100)    (799,926)
                                   -----------   ----------  ----------   ------------  -----------
Issuance of Stock for Cash            795,000           80     397,420              -      397,500
 at $0.50 per share plus warrant
  at $0.75
Issuance of Stock for Debt            242,935           24     149,976              -      150,000
 at $0.62 per share
Issuance of Stock for Marketable      800,000           80     399,920              -      400,000
 securities at $0.50 per share
Issuance of Stock for Services        309,000           31     154,469              -      154,500
 at $0.50 per share

Issuance of Stock for Lease           880,000           88     439,912              -      440,000
 acquisition

Issuance of Stock for Cash          2,200,000          220   1,099,780              -    1,100,000
Net Loss for Year                           -            -           -       (661,339)    (661,339)
                                   -----------   ----------  ----------   ------------  -----------
Balance - April 30, 2007           14,745,768        1,475   2,190,699     (1,011,439)   1,180,735
                                   -----------   ----------  ----------   ------------  -----------

Issuance of stock for services        100,000           10     189,990              -      190,000

Issuance of stock for consulting       60,000            6     113,994              -      114,000
 services

Issuance of stock for retainer        100,000           10     114,990              -      115,000

Issuance of stock for extension        20,000            2      50,998              -       51,000

Issuance of options for consulting          -            -      24,550              -       24,550
 services

Net Loss for Period                         -            -           -       (388,339)    (388,339)
                                   -----------   ----------  ----------   ------------  -----------
Balance - July 31, 2007            15,025,768      $ 1,503   $2,685,221   $ (1,399,778) $1,286,946
                                   ===========   ==========  ==========   ============  ===========

</TABLE>

See  accountants'  review  report  and  accompanying  notes to  these  financial
statements.

<PAGE>
<TABLE>
<CAPTION>

                     SUN RIVER ENERGY, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                                  (Unaudited)
<S>                                                                     <C>              <C>              <C>


                                                                             Three-months ended           October 22, 2002
                                                                                  July 31,                   (Inception) to


                                                                            2007             2006          July 31, 2007
                                                                        -------------    -------------    -----------------
Cash Flows from Operating Activities

     Net Loss                                                             $ (388,339)       $ (45,929)        $ (1,399,778)
      Adjustments to reconcile net loss to
      net cash used by operating activities:
         Depreciation                                                             60                -                   60
         Amortization of stock issued for services                            26,780                -               26,780
         Unrealized loss on marketable securities                              4,305                -               57,105
         Stock issued for services                                           189,550                -              344,050
         Decrease (increase) in current assets                             1,198,148           (7,500)            (201,052)
         (Decrease) increase in accounts payable and accrued expenses       (212,446)               -              292,852
                                                                        -------------    -------------    -----------------
Net Cash Provided (Used) by Operating Activities                           1,206,397          (53,429)            (879,983)
                                                                        -------------    -------------    -----------------
Cash Flows from Investing Activities
     (Increase) in fixed assets                                               (1,200)               -               (1,200)
     Acquisition of Wyoming lease                                                  -                -           (7,040,000)
     Acquisition - net of cash acquired                                            -                -             (813,001)
                                                                        -------------    -------------    -----------------
Net Cash Used for Investing Activities                                        (1,200)               -           (7,854,201)
                                                                        -------------    -------------    -----------------
Cash Flows from Financing Activities
     Stock issued for cash                                                         -          370,000            1,444,750
     Stock issued for debt/assets                                                  -                -              990,000
     Proceeds from/(Payments to) notes payable                              (794,807)         (25,000)           5,951,830
     Proceeds from/(Payments to) notes payable - related party                     -         (200,000)             408,102
     Merger accounting                                                             -                -              (20,875)
                                                                        -------------    -------------    -----------------
Net Cash (Used) Provided by Financing Activities                            (794,807)         145,000            8,773,807
                                                                        -------------    -------------    -----------------
                                                                                                           `
Net Increase in Cash & Cash Equivalents                                       22,051          137,500               39,623

Beginning Cash & Cash Equivalents                                             17,572              999                    -

Ending Cash & Cash Equivalents                                            $   39,623        $ 138,499         $     39,623
                                                                        =============    =============    =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     Cash paid for interest expense                                       $ 115,796         $      -          $    129,535
                                                                        =============    =============    =================
     Cash paid for taxes                                                  $       -         $      -          $          -
                                                                        =============    =============    =================
NON-CASH TRANSACTIONS
     Stock issued for debt                                                $       -         $      -          $    150,000
                                                                        =============     =============   =================
     Stock issued for interest                                            $  51,000         $      -          $     51,000
                                                                        =============     =============   =================
     Stock issued for marketable securities                               $       -         $      -          $    400,000
                                                                        =============     =============   =================
     Stock issued for other assets                                        $ 190,000         $      -          $    630,000
                                                                        =============     =============   =================
     Stock issued for services                                            $ 253,550         $      -          $    408,050
                                                                        =============     =============   =================

</TABLE>


See  accountants'  review  report  and  accompanying  notes to  these  financial
statements.


<PAGE>





                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  July 31, 2007
                                  (Unaudited)

Note  1 -  Organization,  Basis  of  Presentation  and  Summary  of  Significant
--------------------------------------------------------------------------------
Accounting Policies:
-------------------

Organization:

Sun River Energy,  Inc. was incorporated on April 30, 1998, as Dynadapt Systems,
Inc., under the laws of the State of Colorado. The Company is in the development
stages and was originally organized for the purpose of internet acquisitions. On
April  28,  2006,   the  Company   entered  into  an  "Agreement   and  Plan  of
Reorganization"  with Sun River Energy,  Inc.  (SRE),  a privately held Colorado
Corporation,  whereby  the  Company  acquired  SRE for  the  purchase  price  of
8,633,333  shares of the Company's  common  stock.  The  acquisition  of SRE was
accounted for by the purchase method of accounting.  Under purchase  accounting,
the total purchase price was allotted to the tangible and intangible  assets and
liabilities  of SRE based upon their  respective  fair  values as of the closing
date based upon  valuations and other  studies.  On August 31, 2006, the Company
voted to change its name from Dynadapt Systems,  Inc. to Sun River Energy,  Inc.
to better reflect the focus and business purposes of the company.

The Company's new business is as an independent  energy company  engaged in the,
exploration  of  North  American   unconventional  natural  gas  properties  and
conventional  oil and gas exploration.  Its intended  operations are principally
energy  prospects  in the Rocky  Mountain  region  including  a coal bed methane
prospect  located in the Raton Basin in  Northern  New Mexico and the Company is
seeking  other  opportunities.  The Company is also  evaluating  the  additional
prospects it has obtained in Johnson and Natrona Counties in Wyoming.

In the opinion of the  management  of the Company,  the  accompanying  unaudited
consolidated  financial  statements  include all normal  adjustments  considered
necessary to present fairly the financial  position and operating results of the
Company  for the  periods  presented.  The  financial  statements  and notes are
presented as permitted by Form 10-QSB,  and do not contain  certain  information
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
April 30,  2007.  It is  management's  opinion  that when the interim  financial
statements are read in conjunction with the April 30, 2007 Annual Report on Form
10-KSB,  the  disclosures  are adequate to make the  information  presented  not
misleading. Interim results are not necessarily indicative of results for a full
year or any future period.

Basis of Presentation - Development Stage Company:

The Company has not earned any significant  revenues from its limited  principal
operations.  Accordingly,  the Company's  activities  have been accounted for as
those of a "Development  Stage Enterprise" as set forth in Financial  Accounting
Standards Board  Statement No. 7 ("SFAS 7"). Among the  disclosures  required by
SFAS 7 are that the Company's  financial  statements be identified as those of a
development stage company,  and that the statements of operation,  stockholders'
equity  (deficit)  and  cash  flows  disclose  activity  since  the  date of the
Company's inception.

Marketable Securities:

On August 17, 2006, in exchange for 800,000  shares of the Company's  restricted
common stock,  the Company  acquired 200,000 shares of the common stock of Tonga
Capital  Corporation  ("Tonga")  from  a  non-affiliate.  At  the  time  of  the
acquisition,  the Tonga shares had a market value of $400,000 ($0.50 per share).
The 800,000  shares of the Company's  stock issued for the shares had a value of
$400,000 ($0.50 per share).


<PAGE>





At July 31,  2007,  marketable  securities  consist of 141,400  shares of common
stock of Tonga.  These  securities are carried at estimated fair value ($196,695
at July 31, 2007) based upon quoted market  prices,  and are included in current
assets in the Company's July 31, 2007 balance sheet.

Unrealized gains and losses are computed on the basis of specific identification
and are reported as a component of other income  (loss),  included as a separate
item  on  the  Company's  statement  of  operations.  The  Company  reported  an
unrealized loss on marketable securities of $4,350 during the three months ended
July 31, 2007.

Realized  gains,   realized  losses,  and  declines  in  value,   judged  to  be
other-than-temporary,  are  included  in other  income  (expense).  The  Company
recognized a loss on the sale of these shares of $22,997 during the three months
ended July 31, 2007.

Deferred Consulting Costs:

In May  2007,  the  Company  entered  into a  twelve-month  consulting  services
agreement  with a third party,  in which the party agreed to provide  investment
banking  services.  Compensation  consisted of 100,000  shares of the  Company's
restricted common stock with a market value of approximately  $115,000 (based on
a  closing  market  price of $1.15  per  share at the date the  transaction  was
entered into) The deferred cost is being amortized on a  straight-line  basis as
earned over the twelve-month  period from the date of the agreement.  During the
three months ended July 31, 2007, $26,780 was expensed.

Well Development Costs:

During the three months ended July 31, 2007,  the Company  issued 100,000 shares
of its  restricted  common  stock as payment  for  services in  connection  with
drilling  activities.  The  shares had a value of  $190,000,  based on a closing
market price of $1.90 per share. The Company has capitalized these costs.

Stock-Based Compensation:

The  Company  has  adopted  the  provisions  of  and  accounts  for  stock-based
compensation in accordance with Statement of Financial  Accounting Standards No.
123  -  revised  2004  ("SFAS  123R"),  "Share-Based  Payment",  which  replaced
Statement of Financial  Accounting  Standards No. 123 ("SFAS 123"),  "Accounting
for  Stock-based  Compensation",  and  supersedes APB Opinion No. 25 ("APB 25"),
Accounting  for Stock  Issued to  Employees".  Under the fair value  recognition
provisions of this statement,  stock-based  compensation cost is measured at the
grant date based on the fair value of the award and is recognized as expenses on
a straight-line  basis over the requisite  service period,  which is the vesting
period. The Company elected the  modified-prospective  method, under which prior
periods are not revised for comparative  purposes.  The valuation  provisions of
SFAS 123R  apply to new  grants and to grants  that were  outstanding  as of the
effective date and are subsequently  modified.  All options granted prior to the
adoption  of SFAS  123R  and  outstanding  during  the  periods  presented  were
fully-vested.

On May 31, 2007,  the Company  entered into an agreement  with a third party for
public relation services.  Compensation  consists of options of 10,000 shares of
the Company's restricted common stock per month, to be issued at the end of each
month of  service.  The  options  are to have a term of 2 years from the date of
issuance and an exercise  price to be determined by the closing  market price on
the last day of each month of service.  The options are fully vested at issuance
and will provide for cashless exercise.


<PAGE>




During the three months ended July 31, 2007,  the Company  granted 20,000 stocks
options to the third party at an exercise prices ranging from $1.59 to $2.25 per
share.  The fair value of the  options at the date of grant was  $24,550 and was
recorded as compensation  expense. The Company used the following assumptions to
determine  the fair value of stock option  grants  during the three months ended
July 31, 2007:
                                                                 2007
                                                                 ----

                       Expected life                             1 year
                       Volatility                                117% - 130%
                       Risk-free interest rate                  4.85% - 4.91%
                       Dividend yield                           0

The  Company did not grant any options  during the three  months  ended July 31,
2006.

The expected term of stock options  represents the period of time that the stock
options  granted are expected to be  outstanding  based on  historical  exercise
trends.  The expected  volatility is based on the historical price volatility of
the Company's  common stock.  The risk-free  interest rate  represents  the U.S.
Treasury bill rate for the expected life of the related stock options.

The dividend yield  represents our  anticipated  cash dividend over the expected
life of the options.

A summary  of  option  activity  for the three  months  ended  July 31,  2007 is
presented below:

<TABLE>
<CAPTION>
<S>                                     <C>              <C>                 <C>                     <C>


                                                                             Weighted Average
                                                         Weighted Average        Remaining
                                       Shares Under       Exercise Price     Contractual Life        Aggregate
                                          Option          --------------     ----------------        Intrinsic Value
                                          ------                                                     ---------------
Outstanding at May 1, 2007                       -             $     -                    -            $      -
  Granted                                   20,000                   2           0.09 years                   -
  Exercised                                      -                   -                    -                   -
  Expired                                        -                   -                    -                   -
                                           -------             -------           ----------           ---------
Outstanding at July 31, 2007                20,000             $     2           0.09 years                   -
                                           =======             =======           ==========           =========

</TABLE>

At July 31, 2007, all outstanding and exercisable options were fully vested.

Net Loss Per Share:

Net loss per share is based on the  weighted  average  number  of common  shares
outstanding during the period.

Other Comprehensive Income:

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.


<PAGE>




Recently Issued Accounting Pronouncements:

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principles,  and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value  measurements.  SFAS No. 157 is effective  for
the  Company  for its fiscal  year  beginning  on July 1, 2008.  The  Company is
currently  assessing  the impact the  adoption  of SFAS No. 157 will have on its
financial statements.

In September  2006,  the SEC issued Staff  Accounting  Bulletin (SAB) No. 108 in
order to eliminate the diversity of practice  surrounding  how public  companies
quantify  financial  statement   misstatements.   In  SAB  108,  the  SEC  staff
established  an approach that  requires  quantification  of financial  statement
misstatements based on the effects of the misstatements on each of the Company's
financial  statements and the related financial statement  disclosures.  SAB No.
108 is effective  for the Company for its current  fiscal year.  The adoption of
SAB No. 108 did not have an impact on the Company's financial statements.

On February 15, 2007,  the FASB issued SFAS No. 159,  "The Fair Value Option for
Financial  Assets and  Financial  Liabilities  - Including  an Amendment of FASB
Statement  No. 115." This standard  permits an entity to measure many  financial
instruments  and  certain  other  items at  estimated  fair  value.  Most of the
provisions  of SFAS No. 115  ("Accounting  for Certain  Investments  in Debt and
Equity   Securities)   applies   to  all   entities   that   own   trading   and
available-for-sale  securities.  The fair value  option  created by SFAS No. 159
permits  an entity  to  measure  eligible  items at fair  value as of  specified
election dates. Among others,  eligible items exclude (1) financial  instruments
classified  (partially  or in total) as  permanent  or  temporary  stockholders'
equity (such as a convertible  debt security  with a  non-contingent  beneficial
conversion  feature)  and (2)  investments  in  subsidiaries  and  interests  in
variable interests that must be consolidated.  A for-profit business entity will
be  required to report  unrealized  gains and losses on items for which the fair
value option has been elected in its statements of operations at each subsequent
reposting date. The fair value option (a) may generally be applied instrument by
instruments, (b) is irrevocable unless a new elections date occurs, and (c) must
be applied to the entire instrument and not to only a portion of the instrument.
SFAS No. 159 is  effective  as of the  beginning  of the first  fiscal year that
begins after  November 15, 2007.  The Company has not yet  evaluated  the effect
that the application of SFAS No. 159, may have, if any, on its future results of
operations and financial condition.

Note 2 - Going Concern:
----------------------

The Company's financial  statements have been prepared 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 reported a net loss
of $388,339 for the three months ended July 31, 2007 and an accumulated  deficit
during the  development  stage of  $1,399,778  as of July 31, 2007.  At July 31,
2007,  the Company's  total current  liabilities  exceed total current assets by
$3,716,466.

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.

Note 3 - Leases and Mineral Rights:
-----------------------------------

The property is valued at $214,000 for 3,200 acres of leases in Wyoming assigned
from Nova Leasing,  Inc., and Sharon  Fowler.  This is the amount of the 2 notes
listed in Note 4. The Mineral rights in New Mexico are valued at $100,000, which
is based on the predecessor basis in mineral rights.


<PAGE>





On October 12, 2006, the Company filed for 8-K disclosing an agreement with Nova
Leasing,  LLC to acquire an 85% working  interest in an 80% Net Revenue Interest
on certain leases totaling  approximately 14,000 acres (gross) in Johnson County
Wyoming,  in the Powder River Basin.  The purchase price includes  $6,600,000 in
the form of a secured  promissory note bearing interest at 7.5% with payments of
$1,100,000 on March 15, 2007,  $2,800,000 on October 15, 2007, and $2,700,000 on
October 15, 2008, plus interest and 880,000 shares of restricted common stock of
Sun River Energy,  Inc. The transaction  closed on November 3, 2006. The Company
intends to  immediately  commence  planning  and  development  of a 3-D  seismic
program on the  acreage  with the intent to explore the  acreage  with  industry
partners.

In February of 2007 the Company  entered into an agreement with Sun River #1 LLC
to drill two wells on acreage  controlled by the Company in the Raton Basin area
of New Mexico. Terms of the agreement provide for a carried 25% working interest
in the two wells.  As of the date of these financial  statements  drilling is in
progress.

Note 4 - Notes Payable:
----------------------
<TABLE>
<CAPTION>
<S>                          <C>       <C>     <C>         <C>        <C>          <C>       <C>        <C>

As of July 31, 2007, Notes Payable consisted of the following:

                                       Rate    Principal   Repay      Balance      Interest   Due       Security
                                       ----    ---------   -----      -------      --------   ---       --------
Nova Leasing, Inc.           4/12/06   6.00%   $   64,000      -      $   64,000   $   4,754  9/30/07   Lease
Sharon K. Fowler             4/20/06   6.00%   $  150,000  $119,363   $   30,637   $     654  9/30/07   Lease
Robert A. Doak Jr.           4/10/06   6.00%   $  600,000  $191,898   $  408,102   $  26,096  9/30/07   Mineral
                                                                                                        Rights
Nova Leasing, Inc. WY Lease  11/3/06    7.5%   $6,600,000  $858,603   $5,741,397   $ 124,767 10/15/07   Lease

</TABLE>

Note Payable

On April 10, 2006, the Company issued a 6% secured corporate promissory note for
$600,000,  to a  shareholder  of the  Company,  Mr.  Robert  A.  Doak,  Jr.  The
promissory  note had an  original  due date of March 31,  2007.  During the year
ended April 30,  2007,  the Company  made  payments of $191,898 on the note.  On
April 10, 2007,  the note was  extended for 6 months to be due at September  30,
2007.  The note is secured by the  Company's  mineral  rights.  During the three
months ended July 31,  2007,  Mr. Doak  assigned the note to an unrelated  third
party.

Note 5 -Stockholders' Equity:
----------------------------

Common Stock

During the three months ended July 31, 2007, the Company issued 20,000 shares of
its  restricted  common stock as payment for an extension on the due date of the
$64,000  promissory note due to Nova Leasing.  The shares had a value of $51,000
based on a closing market price of $2.55 per share.

During the three months ended July 31, 2007,  the Company  issued 100,000 shares
of its  restricted  common  stock as payment  for  services in  connection  with
drilling  activities.  The  shares had a value of  $190,000,  based on a closing
market price of $1.90 per share.

During the three  months  ended July 31, 2007,  the Company  60,000  shares to a
third  party as payment for  services in  negotiating  drilling  contracts.  The
shares had a value of  $114,000,  based on a closing  market  price of $1.90 per
share.


<PAGE>





During  the three  months  ended  July 31,  2007,  the  Company  entered  into a
twelve-month  consulting  services  agreement  with a third party,  in which the
party agreed to provide investment banking services.  Compensation  consisted of
100,000 shares of the Company's  restricted  common stock with a market value of
approximately  $115,000  (based on a closing  market price of $1.15 per share at
the date the transaction was entered into). The deferred cost is being amortized
on a straight-line basis as earned over the twelve-month period from the date of
the  agreement.  During  the three  months  ended  July 31,  2007,  $26,780  was
expensed.



<PAGE>




ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of April  30,  2007,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going  concern.  Management's  plans in  regard  to the  factors  prompting  the
explanatory  paragraph are  discussed  below and also in Note 2 to the unaudited
quarterly financial statements.

RESULTS OF OPERATION
--------------------

Results of  Operations  for the Three Months Ended July 31, 2007 Compared to the
--------------------------------------------------------------------------------
Three Months Ended July 31, 2006
--------------------------------

During  the three  months  ended July 31,  2007 and 2006,  the  Company  did not
recognize any revenues from its operating activities.

During the three months ended July 31, 2007,  operating  expenses  were $194,245
compared to $45,929  during the three months  ended July 31, 2006.  The $148,316
increase is due to the increased  operating  activity  level of the Company over
the previous period. The Company incurred $188,080 in consulting expenses during
the three months ended July 31, 2007.

The Company  recognized  interest  expense of $166,796  during the three  months
ended July 31, 2007.  Interest  expenses  increased by $166,796  compared to the
three months  ended July 31,  2006.  The increase is due to an increase in notes
payables over the fiscal year to support  operations.  Interest expense includes
an expense of  $51,000.  The Company  issued  20,000  shares to Nova  Leasing in
connection  with the  extension  of the $64,000 note held by Nova  Leasing.  The
shares were deemed to have a value of $51,000 based on the closing  market price
of $2.55 per share.

During the three months ended July 31, 2007,  the Company  recognized a net loss
of  $388,339,  compared to a net loss of $45,929 for the three months ended July
31, 2006. The increase of $342,410 was due the increase in operational  expenses
caused by the increase in operational activities.




                                        1


<PAGE>




LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

During the three  months  ended July 31,  2007,  the  Company  received  cash of
$1,206,397  from its  operating  activities.  The Company had cash of $39,623 at
July 31, 2007.  The Company  used $1,200 in the purchase of fixed assets  during
the three  months  ended  July 31,  2007.  The used  $794,807  in its  financing
activities  during the three months ended July 31, 2007. During the three months
ended July 31, 2007, the Company had a net increase in cash of $22,051.

During the three months ended July 31, 2006,  the Company used cash of $7,500 in
its operating activities. The Company had a cash balance of $138,499 at July 31,
2006.  The  Company did not  receive  any cash flows from  investing  activities
during the three months ended July 31, 2006. The Company received  $145,000 from
its financing activities during the three months ended July 31, 2006.

The Company  during the three months ended July 31,  2007,  received  $1,100,000
from the payment of a subscription  receivable.  In exchange for the receivable,
the Company issued 2,200,000 of its common shares at the time of the issuance of
the  receivable in April 2007. The Company used these funds to make a payment on
$6,600,000 note payable owed to Nova Leasing, LLC.

During  the three  months  ended  July 31,  2007,  the  Company  entered  into a
twelve-month  consulting  services  agreement  with a third party,  in which the
party agreed to provide investment banking services.  Compensation  consisted of
100,000 shares of the Company's  restricted  common stock with a market value of
approximately  $115,000  (based on a closing  market price of $1.15 per share at
the date the transaction was entered into). The deferred cost is being amortized
on a straight-line basis as earned over the twelve-month period from the date of
the  agreement.  During  the three  months  ended  July 31,  2007,  $26,780  was
expensed.

During the three  months  ended  July 31,  2007,  the  Company  entered  into an
agreement with a third party for public relation services. Compensation consists
of options  of 10,000  shares of the  Company's  common  stock per month,  to be
issued at the end of each month of service.  The options are to have a term of 2
years from the date of issuance and an exercise  price to be  determined  by the
closing  market price on the last day of each month of service.  The options are
fully vested at issuance and will  provide for  cashless  exercise.  The Company
granted 20,000 stocks  options to the third party at an exercise  prices ranging
from  $1.59 to $2.25 per  share.  The fair  value of the  options at the date of
grant was $24,550 and was recorded as compensation expense.

During the three months ended July 31, 2007,  the Company  issued 100,000 shares
of its  restricted  common  stock as payment  for  services in  connection  with
drilling  activities.  The  shares had a value of  $190,000,  based on a closing
market price of $1.90 per share.

At July 31,  2007,  marketable  securities  consist of 141,400  shares of common
stock of Tonga.  These  securities are carried at estimated fair value ($196,695
at July 31, 2007) based upon quoted market prices. During the three months ended
July 31,  2007,  the Company sold 34,600  shares and received  funds of $45,630,
which it used to support operations.

The Company will need to either  borrow or make private  placements  of stock in
order to fund operations. No assurance exists as to the ability to achieve loans
or make private placements of stock.

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.

                                        2


<PAGE>




The Company is in the development  stage. 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.

ADDITIONAL FINANCING
--------------------

NEED FOR ADDITIONAL FINANCING
-----------------------------

The Company does not have capital  sufficient to meet the Company's  cash needs,
including the costs of compliance with the continuing reporting  requirements of
the  Securities  Exchange  Act of 1934.  The Company  will have to seek loans or
equity  placements to cover such cash needs. In the event the Company is able to
complete a business combination during this period, lack of its existing capital
may be a  sufficient  impediment  to prevent it from  accomplishing  the goal of
completing a business combination.  There is no assurance, however, that without
funds it will ultimately allow the Company to carry out its business.

The  Company  will  need to raise  additional  funds  to  conduct  any  business
activities in the next twelve months.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover its expenses as they may
be incurred.

Irrespective  of whether the  Company's  cash assets prove to inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

ITEM 3.  CONTROLS AND PROCEDURES
--------------------------------

a.       Evaluation of Disclosure Controls and Procedures:

The  management of the company has evaluated the  effectiveness  of the issuer's
disclosure  controls  and  procedures  as of the end of the period of the report
July 31, 2007 and have concluded that the disclosure controls, internal controls
and procedures are adequate and effective based upon their  evaluation as of the
evaluation date.

b.       Changes in Internal Control over Financial Reporting:

There  were no changes  in the small  business  issuers  internal  control  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred  during the small  business  issuers last fiscal  quarter that has
materially  affected or is  reasonable  likely to materially  affect,  the small
business issuers internal control over financial reporting.

ITEM 3(A)T. CONTROLS AND PROCEDURES
-----------------------------------

There have been no changes in the small business  issuer's internal control over
financial  reporting  identified in connection  with the evaluation  required by
paragraph  (d) of Rule  240.15d-15  that  occurred  during  the  small  business
issuer's  last fiscal  quarter that has  materially  affected,  or is reasonable
likely to materially  affect,  the small business issuer's internal control over
financial reporting.

                                        3


<PAGE>





                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
--------------------------

                NONE

ITEM 2.  CHANGES IN SECURITIES
------------------------------

 The Company made the following unregistered sales of its securities from May 1,
2007 through July 31, 2007.
<TABLE>
<CAPTION>
<S>                <C>                        <C>             <C>                              <C>


  DATE OF SALE        TITLE OF SECURITIES     NO. OF SHARES       CONSIDERATION                CLASS OF PURCHASER

------------------ -------------------------- --------------- -------------------------------- -----------------------------------
                                                              Investment Banking Services      Accredited Investors
    05/07/07       Common Stock                      100,000
------------------ -------------------------- --------------- -------------------------------- -----------------------------------

     5/31/07       Common Stock                       20,000  Promissory Note Extension        Business Associate
------------------ -------------------------- --------------- -------------------------------- -----------------------------------
     6/30/07       Stock Option                       10,000  Consulting Agreement              Business Associate
------------------ -------------------------- --------------- -------------------------------- -----------------------------------
     7/10/07       Common Stock                      100,000  Services in association with
                                                              drilling activities              Business Associates
------------------ -------------------------- --------------- -------------------------------- -----------------------------------
     7/10/07       Common Stock                       60,000  Negotiation of drilling
                                                              contracts                        Business Associate
------------------ -------------------------- --------------- -------------------------------- -----------------------------------
     7/31/07       Stock Option                       10,000  Consulting Agreement             Business Associate
------------------ -------------------------- --------------- -------------------------------- -----------------------------------
</TABLE>

Exemption From Registration Claimed

         All of the sales by the  Company of its  unregistered  securities  were
made by the Company in reliance upon Section 4(2) of the Securities Act of 1933,
as amended (the "1933 Act"). All of the individuals and/or entities listed above
that   purchased   the   unregistered   securities   were  almost  all  existing
shareholders,  all known to the Company and its management, through pre-existing
business  relationships,  as long standing  business  associates,  friends,  and
employees.  All  purchasers  were provided  access to all material  information,
which they requested,  and all information  necessary to verify such information
and were afforded  access to management of the Company in connection  with their
purchases.   All  purchasers  of  the  unregistered   securities  acquired  such
securities for investment and not with a view toward distribution, acknowledging
such intent to the Company.  All  certificates or agreements  representing  such
securities that were issued contained  restrictive legends,  prohibiting further
transfer of the certificates or agreements representing such securities, without
such  securities   either  being  first  registered  or  otherwise  exempt  from
registration in any further resale or disposition.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE
                                        4


<PAGE>





ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               NONE.

ITEM 5.  OTHER INFORMATION

               NONE.


ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-QSB.  Exhibit numbers  correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-B.

     Exhibit 31.1  Certification of Chief Executive  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Executive  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act


                                        5


<PAGE>






                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                             SUN RIVER ENERGY, INC.
                                  (Registrant)



Dated: September __, 2007                    By: /s/ Wesley Whiting
                                                 ------------------
                                                     Wesley Whiting, President &
                                                     Chief Accounting Officer










                                        6