UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM 10Q
                                -----------------

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the quarterly period ended January 31, 2010

[ ] 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)

                       1410 High Street, Denver, CO 80218
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (800)-669-6511
                           --------------------------
                         (Registrant's Telephone number)

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 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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted  pursuant to Rule 405 for Regulation S-T  (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No []




<PAGE>


Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated  filer [ ] (Do
not check if a smaller reporting company) Smaller reporting company [X]

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 March 19, 2010, there were 19,049,995  shares of the  registrant's  common
stock issued and outstanding.




<PAGE>



PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S>                                                                                              <C>

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

         Balance Sheets -January 31, 2010 and April 30, 2009 (Audited)                           F-1

         Statements of Operations -
                  Three and Nine months ended January 31, 2010 and 2009 and From
                  October 22, 2002 (Inception) to January 31, 2010                               F-2

         Statements of Changes in Shareholders' Deficit -
                   From October 22, 2002 (Inception) to January 31, 2010                         F-3

         Statements of Cash Flows -
                  Nine months ended January 31, 2010 and 2009 and
                  From October 22, 2002 (Inception) to January 31, 2010                          F-4

         Notes to the Financial Statements                                                       F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                        1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not Applicable

Item 4. Controls and Procedures                                                                    4

Item 4T.  Controls and Procedures                                                                  4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                         5

Item 1A. Risk Factors - Not Applicable                                                             5

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                               5

Item 3.  Defaults Upon Senior Securities - Not Applicable                                          6

Item 4.  (Removed and Reserved)                                                                    6

Item 5.  Other Information - Not Applicable                                                        6

Item 6.  Exhibits                                                                                  6

SIGNATURES                                                                                         7
</TABLE>


<PAGE>





                                     PART I

ITEM 1. FINANCIAL STATEMENTS


<PAGE>
<TABLE>
<CAPTION>



                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<S>                                                                       <C>               <C>



                                                                           January 31,        April 30,
                                                                               2010              2009
                                                                          ---------------   ---------------
                                                                           (Unaudited)        (Audited)

Assets
        Current Assets:
               Cash and cash equivalents                                        $ 39,817          $ 38,851
               Deposit                                                            50,000                 -
                                                                          ---------------   ---------------
        Total Current Assets                                                      89,817            38,851
                                                                          ---------------   ---------------

        Fixed Assets, net of depreciation $1,740 and $1,200, respectively              -               540

        Other assets:
               Leases                                                            220,000           220,000
               Mineral rights                                                    100,000           100,000
               Wells in process and advances                                     678,781           675,310
                                                                          ---------------   ---------------
        Total Other Assets                                                       998,781           995,310
                                                                          ---------------   ---------------

Total Assets                                                                 $ 1,088,598       $ 1,034,701
                                                                          ===============   ===============

Liabilities and Stockholders' Deficit
        Current liabilities
               Accounts payable                                                $ 765,392         $ 320,589
               Accrued interest payable                                          149,360           168,866
               Accrued litigation expense                                        550,000           400,000
               Drilling bonds payable                                             37,508            37,508
               Notes payable                                                     466,939         1,350,780
                                                                          ---------------   ---------------
        Total Current Liabilities                                              1,969,199         2,277,743

Stockholders'  Deficit

        Common stock, $0.0001 par value; 100,000,000 shares
          authorized, 18,959,995 and 16,317,423 shares issued and
          outstanding at January 31, 2010 and April 31, 2009, respectively         1,896             1,632
        Additional paid-in capital                                             4,913,606         3,135,132
        APIC unexercised warrants                                              2,191,300         1,996,060
        Deficit accumulated during the development stage                      (7,987,403)       (6,375,866)
                                                                          ---------------   ---------------
               Total Stockholders' Deficit                                      (880,601)       (1,243,042)
                                                                          ---------------   ---------------
Total Liabilities and Stockholders' Deficit                                  $ 1,088,598       $ 1,034,701
                                                                          ===============   ===============

See the notes to these financial statements.

                                      F-1

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<S>                                                 <C>                 <C>                  <C>                 <C>
                                                         For the Three Months Ended               For the Nine Months Ended
                                                               January 31,                              January 31,
                                                          2010                2009                 2010                2009
                                                    -----------------   -----------------    -----------------   -----------------
Revenue:                                                         $ -                 $ -                  $ -                 $ -
                                                    -----------------   -----------------    -----------------   -----------------
Operational expenses:
         Consulting expenses                                 155,487                   -            1,035,434               7,880
         Director fees                                             -                   -                    -                   -
         Depreciation                                              -                  60                  540                 180
         Lease expenses                                            -                   -                    -               4,158
         Litigation expense                                  150,000             400,000              150,000             400,000
         General and administrative expenses                 105,055               4,361              413,012              12,682
                                                    -----------------   -----------------    -----------------   -----------------
                 Total operational expenses                  410,542             404,421            1,598,986             424,900
                                                    -----------------   -----------------    -----------------   -----------------
Net loss from operations                                    (410,542)           (404,421)          (1,598,986)           (424,900)
                                                    -----------------   -----------------    -----------------   -----------------
Other Income (Expenses)
         Interest income                                         920               1,344                  920               1,347
         Interest expense                                    (28,785)            (79,936)             (89,244)           (110,011)
         Debt relief                                               -                   -               75,773                   -
         Loss on claim release                                     -                   -                    -                   -
         Realized loss on sale of assets                           -                   -                    -             (44,034)
         Unrealized gain (loss) on investments                     -                   -                    -              40,765
                                                    -----------------   -----------------    -----------------   -----------------
                                                             (27,865)            (78,592)             (12,551)           (111,933)
                                                    -----------------   -----------------    -----------------   -----------------
Net loss                                                  $ (438,407)         $ (483,013)         $(1,611,537)         $ (536,833)
                                                    =================   =================    =================   =================
Per share information

Net loss per common share
         Basic                                      $          (0.02)            $ (0.03)    $          (0.09)             $ (0.04)
         Fully diluted                                         (0.02)            $ (0.03)               (0.09)             $ (0.04)
                                                    =================   =================    =================   =================
Weighted average number of common
         stock outstanding                                18,311,778          15,232,421           17,479,385           15,232,421
                                                    =================   =================    =================   =================


See the notes to these financial statements.


</TABLE>

                                      F-2
<PAGE>
                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                            October 22, 2002
                                                             (inception) to
                                                            January 31, 2010
                                                          ----------------------
Revenue:                                                                    $ -
                                                          ----------------------
Operational expenses:
         Consulting expenses                                          3,974,260
         Director fees                                                  112,500
         Depreciation                                                     1,200
         Lease expenses                                                 689,521
         Litigation expense                                             550,000
         General and administrative expenses                            572,610
                                                          ----------------------
                 Total operational expenses                           5,900,091
                                                          ----------------------
Net loss from operations                                             (5,900,091)
                                                          ----------------------
Other Income (Expenses)
         Interest income                                                  3,032
         Interest expense                                            (1,051,420)
         Debt relief                                                    505,418
         Loss on claim release                                       (1,298,603)
         Realized loss on sale of assets                               (245,739)
         Unrealized gain (loss) on investments                                -
                                                          ----------------------
                                                                     (2,087,312)
                                                          ----------------------
Net loss                                                           $ (7,987,403)
                                                          ======================
Per share information

Net loss per common share
         Basic
         Fully diluted

Weighted average number of common
         stock outstanding

         * Less than $(0.01) per share.


See the notes to these financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
           From October 22, 2002 (Inception) through January 31, 2010
                                   (Unaudited)
<S>                               <C>           <C>         <C>          <C>          <C>          <C>

                                                                                       Deficit
                                       COMMON STOCK          Additional    APIC       Accum. During  Total
                                                             Paid-in     Unexercised  Development    Stockholders'
                                   # of Shares   Amount      Capital       Warrants     Stage        Deficit
                                  ----------    ---------   ----------   ----------   ----------   -----------


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
     at $0.50 per share plus
      warrant at $0.75              795,000           80      397,420            -            -       397,500
Issuance of Stock for Debt
     at $0.62 per share             242,935           24      149,976            -            -       150,000
Issuance of Stock for Marketable
    Securities at $0.50 per share   800,000           80      399,920            -            -       400,000
Issuance of Stock for Services
     at $0.50 per share             309,000           31      154,469            -            -       154,500
Issuance of Stock for Lease
    acquisition                     880,000           88      439,912            -            -       440,000
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
      at $1.51 per share            310,000           31      468,969            -            -       469,000
Issuance of Stock for Interest
      at $2.55 per share             20,000            2       50,998            -            -        51,000
Options issued                            -            -       43,340            -            -        43,340
Net Loss for Year                         -            -            -            -    (2,537,051)  (2,537,051)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Balance - April 30, 2008         15,075,768        1,508    2,754,006            -    (3,548,490)    (792,976)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Issuance of Stock for Services
      at average price of $0.47     485,000           48      228,202            -            -       228,250
Issuance of Stock for Interest
      at average price of $0.28     100,000           10       27,990            -            -        28,000
Issuance of Stock in exchange for
      debt at an average price
       of $0.25                     500,000           50      124,950            -            -       125,000
Exchange stock for cashless
      warrants                      156,655           16          (16)           -            -             -
Warrants issued for services              -            -            -       36,060            -        36,060
Warrants issued to directors              -            -            -    1,960,000            -     1,960,000
Net loss for year                         -            -            -            -    (2,827,376)  (2,827,376)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Balance - April 30, 2009         16,317,423        1,632    3,135,132    1,996,060    (6,375,866)  (1,243,042)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Issuance of stock for conversion
      of promissory notes         1,986,036          199      496,311            -            -       496,510
Issuance of stock for debt payment  287,545           29      572,250            -            -       572,279
Issuance of stock for services      339,500           33      709,916            -            -       709,949
Issuance of stock for cashless                                                                              -
     warrant exercise                29,491            3           (3)           -            -             -
Issuance of warrants for services         -            -            -      195,240            -       195,240
Net loss for period                       -            -            -            -    (1,611,537)  (1,611,537)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Balance - January 31, 2010        18,959,995     $ 1,896   $4,913,606   $2,191,300   $(7,987,403)  $ (880,601)
                                  ==========    =========   ==========   ==========   ==========   ===========



See the notes to these financial statements.

                                      F-4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<S>                                                         <C>             <C>              <C>
                                                                                             October 22, 2002
                                                               For the Nine Months Ended      (Inception) to
                                                                     January 31,                January 31,
                                                                2010            2009               2010
                                                            --------------  --------------   ------------------
Cash Flows from Operating Activities:
        Net Loss                                             $ (1,611,537)     $ (536,833)        $ (7,987,403)

Adjustments to reconcile net loss to net cash used
        in operating activities:
        Depreciation                                                  540             180                1,200
        Unrealized gain on marketable securities                        -         (40,765)                   -
        Equity issued for services and interest                   905,189               -            3,760,339
        Amortization of consulting stock                                -           7,880              115,000
        Litigation expense                                        150,000                              550,000
        Gain on debt                                              (75,773)              -              (75,773)
Changes in current assets and liabilities:
        Increase in deposits                                      (50,000)              -              (50,000)
        Increase in accounts payable and accrued liabilities      659,485         523,168            1,186,649
                                                            --------------  --------------   ------------------
Net Cash (Used) Received by Operating Activities                  (22,096)        (46,370)          (2,499,988)
                                                            --------------  --------------   ------------------
Cash Flows from Investing Activities:
        Increase in fixed assets                                        -               -               (1,200)
        Increase in other assets                                        -        (398,037)            (611,311)
        Sale of marketable securities                                   -          52,600               52,600
        Acquisition - net of cash acquired                              -               -             (813,001)
                                                            --------------  --------------   ------------------
Net Cash used in investing activities                                   -        (345,437)          (1,372,912)

Cash Flows from Financing Activities:
        Common stock issued for cash                                    -               -            1,444,750
        Common stock issued for debt/assets                             -               -            1,115,000
        Proceeds (Payments) from advances                          43,062               -               43,062
        Proceeds (Payments) from notes payable                    (20,000)        418,768            1,330,780
        Merger accounting                                               -               -              (20,875)
                                                            --------------  --------------   ------------------

Net Cash Provided by Financing Activities                          23,062         418,768            3,912,717
                                                            --------------  --------------   ------------------
Net increase (decrease) in Cash                                       966          26,961               39,817

Cash and Cash Equivalents - Beginning of Period                    38,851          12,038                    -
                                                            --------------  --------------   ------------------
Cash and Cash Equivalents - End of Period                        $ 39,817        $ 38,999             $ 39,817
                                                            ==============  ==============   ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
        Cash paid for interest expense                                $ -             $ -                  $ -
                                                            ==============  ==============   ==================
        Cash paid for income taxes                                    $ -             $ -                  $ -
                                                            ==============  ==============   ==================
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
        Issuance of common stock for payment of
              debt                                              $ 572,284             $ -            $ 847,284
                                                            ==============  ==============   ==================
        Issuance of common stock for marketable
              securities                                              $ -             $ -            $ 400,000
                                                            ==============  ==============   ==================
        Issuance of common stock for other assets                     $ -             $ -            $ 440,000
                                                            ==============  ==============   ==================
        Issuance of equity for services                         $ 905,189             $ -          $ 1,287,939
                                                            ==============  ==============   ==================

See the notes to these financial statements.


</TABLE>

                                      F-5
<PAGE>


                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                   For the Nine Months Ended January 31, 2010
                                   (Unaudited)

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

Organization:

Sun River Energy, Inc. (the Company) was incorporated on October 22, 2002, under
the laws of the State of Colorado.

The Company is 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.

On December 17, 2010, the Company  entered into a Share Purchase  Agreement with
Skana  Capital Corp.  (Skana) and Skana's  wholly-owned  subsidiary,  Raven Wing
Resources, Inc. (Raven Wing) to purchase 100% of the outstanding equity of Raven
Wing in exchange  for cash  $3,500,000.  The  Company has paid a $50,000  option
deposit as part of the  transaction.  The  acquisition  was contingent  upon the
deliverance of audited financial  statements of Raven Wing, which were unable to
be  completed  by a  scheduled  end date of the  agreement.  At the time of this
filing, the transaction has not closed, although the Company remains interested.

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".  Among the disclosures  required 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.

Interim Presentation

In the opinion of the  management  of the Company,  the  accompanying  unaudited
financial statements include all material adjustments,  including all normal and
recurring  adjustments,  considered  necessary to present  fairly the  financial
position and  operating  results of the Company for the periods  presented.  The
unaudited  financial  statements  and notes do not contain  certain  information
included  in the  Company's  financial  statements  for the year ended April 30,
2009. It is the Company's opinion that when the interim financial statements are
read in conjunction with the April 30, 2009 Audited  Financial  Statements,  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.

Going Concern

The Company's  financial  statements  for the nine months ended January 31, 2010
have been prepared on a going concern basis,  which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business.  The Company  reported a net loss of $1,611,537 for the nine months
ended  January 31, 2010  ($438,407  for the three months ended January 31, 2010)
and an  accumulated  deficit  during the  development  stage of $7,987,403 as of
January 31, 2010. At January 31, 2010, the Company's  total current  liabilities
exceed total current assets by $1,929,382.

                                      F-6
<PAGE>




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.

Significant Accounting Policies

Use of Estimates

The  preparation  of the  financial  statements in  conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  periods.  Actual results could differ from those
estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.

Revenue Recognition

The Company  recognizes  revenue when it is earned and  expenses are  recognized
when they occur.

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
Momentum BioFuels,  Inc.  ("Momentum") from a non-affiliate.  At the time of the
acquisition,  the  Momentum  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).

During the six months ended October 31, 2008,  the Company had liquidated all of
the shares of common stock of Momentum.  These  securities are no longer carried
on the books of the Company.

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 gain on marketable securities of $40,765 during the nine months ended
January 31, 2010.

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 $44,035  during the nine months
ended January 31, 2010.

Fair Value of Financial Instruments

The carrying amount of cash, accounts payable and notes payable is considered to
be  representative  of its fair value because of the  short-term  nature of this
financial instrument.

                                      F-7

<PAGE>


Stock-Based Compensation

Under the fair value recognition  provisions,  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.

Prior to May 1, 2009,  the Company  entered into a Consulting  Agreement  with a
third party for services.  Payment for such services  includes a monthly payment
of 20,000 shares of the  Company's  common stock and a warrant  exercisable  for
20,000 shares of the Company's common stock (see below).  During the nine months
ended  January 31, 2010,  the Company  issued  180,000  shares of the  Company's
common stock to such consultant.  The Company  recognized an expense of $354,200
(a range of $1.60 to $2.73 per share, based on closing market prices on the date
of  issuance.)  During  the  nine  months  ended  January  31,  2010,   warrants
exercisable  for  180,000  shares were  issued by the  Company.  During the nine
months ended January 31, 2010, the warrants  exercisable  for 180,000 shares had
exercise  prices ranging from $1.60 to $2.73 per share.  The total fair value of
the options at the date of grant was  $195,240  and was  recorded as  consulting
expense.  The warrants have a term of two years.  The warrants were valued using
the Black-Scholes model.

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.

Loss Per Share

The Company  provides a dual  presentation of basic and diluted earnings or loss
per share (EPS) with a  reconciliation  of the numerator and  denominator of the
basic EPS  computation  to the  numerator  and  denominator  of the  diluted EPS
computation.  Basic EPS excludes  dilution.  Diluted EPS reflects the  potential
dilution that could occur if securities or other contracts to issue common stock
were  exercised  or  converted  into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences
between the financial  statements and tax basis of assets and  liabilities  that
will result in taxable of deductive  amounts in the future based on enacted laws
and rates  applicable  to the periods in which the  differences  are expected to
affect taxable income (loss).  Valuation allowance is established when necessary
to reduce deferred tax assets to the amount expected to be realized.

Recently Issued Accounting Pronouncements
In  June  2009,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards  Codification  ("ASC") 105, "Generally Accepted Accounting
Principals"  (formerly Statement of Financial  Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual  periods  ending after  September  15,  2009.  We adopted the
provisions of the standard on September 15, 2009,  which did not have a material
impact on our financial statements.

                                      F-8
<PAGE>


There were various other accounting standards and interpretations issued in 2009
and 2010,  none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.

Note 2 - Leases and Mineral Rights:

Mineral Rights - New Mexico

The Mineral  rights in New Mexico are valued at $100,000,  which is based on the
predecessor basis in mineral rights.

Note 3 - Notes Payable:

In March 2009, the Company issued a 4.0% unsecured corporate  promissory note to
a vendor for  outstanding  amounts  owed  totaling  $88,230.  The note is due on
demand and requires a monthly payment of $10,000.  At January 31, 2010, the note
has a principal balance of $68,230 and accrued interest of $2,521.

In February 2008, the Company issued an 18% unsecured corporate  promissory note
to a vendor for outstanding  amounts owed totaling $373,540.  The note is due on
demand.  At October 31, 2009,  the note has a principal  balance of $373,540 and
accrued  interest  of  $96,895.  On October  31,  2009,  the Board of  Directors
approved the issuance of 241,249 shares of the Company's restricted common stock
as payment of the principal and accrued interest.

In December 2007, the Company issued a 7.5% unsecured corporate  promissory note
in exchange for $75,000 to support operations.  In June 2009, the Company issued
100,000  shares of its common  stock in  payment  of $25,000 of the  outstanding
principal ($0.25 per share).  The note is due on demand.  At September 16, 2009,
the note has an outstanding principal balance of $50,000 and accrued interest of
$6,916.  On September 16, 2009,  the Company  issued  200,000  shares its common
stock in payment of the remaining $50,000 in principal ($0.25 per share).

In October 2007, the Company issued a 7.5% unsecured  corporate  promissory note
in exchange for $40,627 to support operations.  The note has a due on demand. At
November 16, 2009,  the note had an  outstanding  principal  $40,627 and accrued
interest  $1,696.  On November 16, 2009,  the Company  issued  162,508 shares of
common  stock in  payment  of the  $40,627 in  principal  ($0.25 per  share.) At
January 31, 2010, the accrued interest of $1,696.

In October 2007, the Company issued a 7.5% unsecured  corporate  promissory note
for $211,855.  The note is due on demand. During the three months ended July 31,
2009,  $69,154 in principal of the  promissory  note was converted  into 324,036
shares of the Company's common stock ($0.25 per share). At January 31, 2010, the
note has an outstanding balance of $142,701 and accrued interest of $20,900.

In April  2006,  in  exchange  for  $150,000,  the  Company  issued a 6% secured
corporate  promissory  note.  The note is secured by certain  leases held by the
Company.  At January 31, 2010, the note has an outstanding  principal balance of
$6,637 and accrued interest of $1,098.

                                      F-9
<PAGE>


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 and it has been
assigned to unrelated parties,  the due date extended several times and now been
divided into several notes.  The new unsecured  promissory  notes have an annual
interest  rate of 7.5%  and are due on  demand.  During  the nine  months  ended
January 31, 2010, principal in the amount of $249,873 was converted into 999,492
shares of the Company's common stock ($0.25 per share). At January 31, 2010, the
notes have an unpaid  principal  balance of  $188,327  and  accrued  interest of
$70,056.

Note Payable - LPC Investments, LLC

On October 24,  2008,  the Company  received  notice  from LPC  Investment,  LLC
("LPC")  of a  demand  of  payment  in  connection  with  $74,600  in  unsecured
promissory  notes  held by LPC.  LPC is  demanding  payment  of the  outstanding
principal and accrued interest.  The promissory note had a due date of September
30, 2008. A payment of $75,645 has been made on the note.

On December 12, 2008, LPC Investments, LLC (LPC Investments) filed a lawsuit, in
the Jefferson County District Court,  against the Company. The lawsuit alleges a
breach of  contract  against  the  Company in  connection  with the payment of a
$74,600  unsecured,  8.75% promissory note and conversion of 2,200,000 shares of
the Company's  common stock into a preferred  note. LPC  Investments  sought not
only payment of the promissory note and accrued interest but also attorney fees.
LPC  dismissed  its  lawsuit,  but never  withdrew  its  Notice  and  Demand for
conversion of promissory note into 2,200,000 shares of the Company.  The Company
continues to record a $550,000 liability in connection with this event.

Note 4 -Stockholders' Deficit:

Preferred Stock

At a Special  Meeting of the  Shareholders  of the Company on June 23, 2008, the
shareholders  voted to authorized the creation of 25,000,000 shares of Preferred
Stock with a par value of  $0.0001,  to be issued in such  classes or series and
with such rights,  designations,  privileges and preferences as to be determined
by the Company's Board of Directors at the time of the issuance of any preferred
shares.  No shares  have been  issued at this time,  nor have any  classes  been
established.

Common Stock

Prior to May 1, 2009,  the Company  entered into a Consulting  Agreement  with a
third party for services.  Payment for such services  includes a monthly payment
of 20,000 shares of the  Company's  common stock and a warrant  exercisable  for
20,000 shares of the Company's  common stock (see  Warrants  below).  During the
nine months ended January 31, 2010,  the Company  issued  180,000  shares of the
Company's common stock to such consultant.  The Company recognized an expense of
$354,200 (a range of $1.60 to $2.73 per share, based on closing market prices on
the date of  issuance.) In addition,  the  Consulting  Agreement  provides for a
one-time  payment of 50,000  shares of the  Company's  restricted  common stock.
These  shares were issued  during the three  months  ended July 31, 2009 and the
Company  recognized  an expense of  $110,000  ($2.20 per share  based on closing
market prices on the date of issuance.)

During the nine months ended January 31, 2010,  the Company issued 65,000 shares
of its  restricted  common stock to  individuals in return for their services on
the Company's  advisory board. The Company recognized an expense of $151,500 (at
prices  ranging from $1.95 to $2.50 per share based on closing  market prices at
the date of issuance.)

                                      F-10
<PAGE>


During the nine months ended January 31, 2010,  the Company issued 40,000 shares
of its restricted  common stock to Mr. Kelloff and Mr. Leaver for their services
as officers of the Company (30,000 and 10,000 shares, respectively). The Company
recognized  an expense of  $83,500  ($1.95 and $2.50 per share  based on closing
market prices at the date of issuance.)

During the nine months ended January 31, 2010,  the Company  issued 4,500 shares
of its restricted  common stock to an unrelated  third party for services in the
maintenance of the Company's  website.  The Company has recognized an expense of
$11,250  ($2.50  per  share  based  on  closing  market  prices  at the  date of
issuance.)

During the nine months ended  January 31,  2010,  the Company  issued  1,024,036
shares  of its  common  stock to  holders  of  promissory  notes as  payment  of
principal  of $244,154 and accrued  interest of $11,855  ($0.25 per share.) (See
Note 3)

During the nine months ended January 31, 2010, the Company issued 287,545 shares
of its  restricted  common stock to vendors as payment for  outstanding  amounts
totaling  $560,712 ($1.95 per share based on closing market price at the date of
issuance.)

During the nine months ended January 31, 2010,  the Company issued 29,491 shares
of its restricted common stock as a result of the cashless exercise of a warrant
for 40,000 shares of the Company's common stock.

Warrants

During the year ended April 30,  2009,  the Company  entered  into a  Consulting
Services  Agreement  with a third party for services.  Payment for such services
includes a monthly payment of 20,000 shares of the Company's  common stock and a
warrant  exercisable for 20,000 shares of the Company's common stock. During the
nine months ended January 31, 2010,  the Company  issued  180,000  shares of the
Company's common stock to such consultant.  The Company recognized an expense of
$354,200 in connection  with the issuance of the common  stock.  During the nine
months ended  January 31, 2010,  warrants  exercisable  for 180,000  shares were
issued by the Company.  The warrants  have a term of 2 years,  exercises  prices
based on  closing  market  price on the last day of the  month of  issuance  and
provide for a cashless exercise.

During the nine months ended  January 31, 2010,  the  warrants  exercisable  for
180,000 shares had exercise  prices  ranging from $1.60 to $2.73 per share.  The
total  fair  value of the  options  at the date of grant  was  $195,240  and was
recorded as consulting  expense.  The Company used the following  assumptions to
determine the fair value of warrant  grants during the nine months ended January
31 2010:

                                                          2009
                                                          ----

                       Expected life                      1 year
                       Volatility                       109% - 151%
                       Risk-free interest rate          4.5% - 4.75%
                       Dividend yield                            0

The expected term of the warrants  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 warrants.

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

                                      F-11
<PAGE>




A summary of warrant  activity  for the nine  months  ended  January 31, 2010 is
presented below:

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

                                                                               Weighted Average
                                             Shares Under       Weighted          Remaining
                                               Warrant          Average        Contractual Life       Aggregate
                                                             Exercise Price                        Intrinsic Value

Outstanding at May 1, 2009                       1,440,000          $   2.00          1.93 years           $      -
  Granted                                          180,000                 -          1.92 years                  -
  Exercised                                       (40,000)              0.54                   -                  -
  Expired
                                                 ---------          --------          ----------           --------
Outstanding at January 31, 2010                  1,580,000          $   2.00          1.93 years           $      -
                                                 =========          ========          ==========           ========
</TABLE>

During the nine months ended January 31, 2010,  the Company issued 29,491 shares
of its  restricted  common stock in  connection  with the  cashless  exercise of
warrants exercisable for 40,000 shares.

Note 6.  Litigation

Litigation

Note Payable - LPC Investments, LLC

On December 12, 2008, LPC Investments, LLC (LPC Investments) filed a lawsuit, in
the Jefferson County District Court,  against the Company. The lawsuit alleges a
breach of  contract  against the  Company in  connection  with the payment of an
unsecured,  8.75%  promissory  note and  conversion  of 2,200,000  shares of the
Company's  common stock into a preferred note. LPC  Investments  sought not only
payment of the unsecured,  8.75%  promissory note and accrued  interest but also
attorney fees. A payment of $75,645 has been made on the promissory note.

On August 18, 2009, the Court granted the Motion to Dismiss filed by LPC in July
2009. The case has been dismissed  without  prejudice and all claims against the
Company have been dropped,  however LPC has not withdrawn its conversion  notice
and demand.  Therefore, the Company has recorded a $550,000 litigation liability
in connection with the conversion notice and demand.

On  September  24, 2009,  LPC  Investments  filed suit in the District  Court of
Jefferson  County,  Colorado against the Company.  Among other things,  the suit
asks that the Court issue a declaratory  judgment in requesting that 2.2 million
shares previously  purchased by LPC Investments (the Disputed Shares) are indeed
owned by LPC  Investments,  and to direct  the  Company to  co-operate  with LPC
Investment's  outstanding  legend  removal  requests  submitted to the Company's
transfer agent by LPC  Investments.  LPC  Investments is also seeking payment of
attorney  fees and costs.  In that same  litigation,  on  October  2, 2009,  the
Company  filed  Counterclaims  and Third Party Claims in the  District  Court of
Jefferson  County,  Colorado  against LPC Investments and Kevin Paul. The claims
and the relief sought by the Company are substantially similar to the claims and
relief previously sought in the Douglas County litigation.

Following a hearing on October 9, 2009,  the District Court denied the Company's
notion to compel LPC  Investments to deliver the Disputed Shares to the Company,
and issued  findings  relating to an option  contract  that existed  between the
Company  and LPC  Investments.  Among  other  things,  the Court  found that the
Company  was in  material  breach  of the  contract  as March 1, 2009 and that a
material breach  deprives the breaching part of the right to demand  performance
from the other party.

                                      F-12

<PAGE>




 Texas Litigation

On March 10, 2010, the Company filed an Original  Petition and  Application  for
Temporary  Injunction  and  Permanent  Injunctive  Relief in the County Court of
Dallas  County,  in the  State  of  Texas  against  Spencer  Edwards,  Inc.  Co-
Plaintiffs in the action are  shareholders of the Company,  J.H. Brech,  LLC and
Richard L. Toupal.

The suit alleges,  among other things,  that Spencer Edwards,  Inc. has violated
Rule 144 of the U.S.  Securities  Act of 1933 in the selling of common shares of
the Company on the open market.


Note 7.  Subsequent Events.

The Company has evaluated it activities  subsequent to the quarter ended January
31, 2010 through March 19, 2010 and found no other reportable subsequent events,
then those disclosed above.

                                      F-13
<PAGE>




ITEM 2. MANAGEMENTS  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.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of April  30,  2009,  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 1 to the unaudited
quarterly financial statements.

OVERVIEW

The Company had no revenues  during the nine months ended January 31, 2010.  The
Company has minimal capital and minimal cash.

During the years  ended  April 30 2009 and 2008,  our  operations  were  focused
exploring a coal bed methane prospect located in the Raton Basin in Northern New
Mexico.  During the year ended  April 30,  2008,  we drilled 3 coal bed  methane
wells in the Raton  Basin,  Myers #1, #2 and #3.  All  three  wells  have  shown
multiple coal zones, which will be completed to seek methane gas.

Over the next twelve  months,  we intend to evaluate the  potential to stimulate
the Myers #1 and #2  through  hydraulic-fracturing  in order to test  production
thereafter. We have previously perforated multiple zones in both of these wells.

The Company  intends to operate all of our prospects in the Raton Basin and hold
working  interests of 100% on an 80% NRI on our leases,  except that the Company
has a 25% working interest in the Sun River #1, LLC, a drilling  syndication for
the Myers #1 and #2 wells, which was assembled in early 2007.

On December 17, 2010, the Company  entered into a Share Purchase  Agreement with
Skana  Capital Corp.  (Skana) and Skana's  wholly-owned  subsidiary,  Raven Wing
Resources, Inc. (Raven Wing) to purchase 100% of the outstanding equity of Raven
Wing in exchange  for cash  $3,500,000.  The  Company has paid a $50,000  option
deposit as part of the  transaction.  The  acquisition  was contingent  upon the
deliverance of audited financial  statements of Raven Wing, which were unable to
be  completed  by a  scheduled  end date of the  agreement.  At the time of this
filing, the transaction has not closed, although the Company remains interested.

The  Company  will  still need  substantial  additional  capital to support  our
proposed  future  operations.  The Company has no  revenues.  The Company has no
committed source for any funds as of the date herein.  No representation is made
that any funds will be  available  when  needed.  In the event  funds  cannot be
raised when needed,  the Company may not be able to carry out its business plan,
may never  achieve  sales or royalty  income,  and could fail in  business  as a
result of these uncertainties.

                                       1
<PAGE>




In addition,  the United  States,  during the last year has  experienced  severe
instability  in the commercial  and  investment  banking  systems and the energy
industry is suffering from low energy prices,  which these factors are likely to
continue to have  far-reaching  effects on the economic  activity in the country
for an indeterminable  period. The long-term impact on the United States economy
and the Company's  operating  activities  and ability to raise capital cannot be
predicted at this time, but may be substantial and adverse.


RESULTS OF OPERATIONS

Results of  Operations  for the Three Months Ended  January 31, 2010 compared to
the Three Months Ended January 31, 2009.

During the three  months  ended  January 31, 2010 and 2009,  the Company did not
recognize any revenues from its operating activities.

During the three months ended January 31, 2010, operating expenses were $410,542
compared to $404,421 during the three months ended January 31, 2009, an increase
of $6,121 over the prior period.  Consulting expenses increased by $155,487 as a
result of the  expenses  associated  with the issuance of the  Company's  common
stock and warrants for services, as discussed below. The increase of $100,694 in
general and  administrative  expenses  was a result of the  Company's  increased
legal activities and increased administrative activities.

The Company recognized interest expense of $28,785 during the three months ended
January 31, 2010 compared to $79,936 for the same period in 2009.

During the three months ended  January 31,  2010,  the Company  recognized a net
loss of $438,407,  compared to a net loss of $481,013 for the  comparable  three
months in 2009.  The  decrease  of  $42,606  was due to the $6,121  increase  in
operating expenses, offset by a $51,151 decrease in interest expense.

Results of Operations for the Nine Months Ended January 31, 2010 compared to the
Nine Months Ended January 31, 2009.

During the nine months  ended  January  31,  2010 and 2009,  the Company did not
recognize any revenues from its operating activities.

During  the  nine  months  ended  January  31,  2010,  operating  expenses  were
$1,598,986  compared to $424,900  during the nine months ended January 31, 2009.
The  $1,174,086  increase is a result of the  $1,027,554  increase in consulting
expenses  and  increase  of $400,330  in general  and  administrative  expenses.
Consulting  expenses  increased as a result of the expenses  associated with the
issuance of the Company's  common stock and warrants for services,  as discussed
below.  The  increase of $400,330 in general and  administrative  expenses was a
result of the Company's increased legal activities and increased  administrative
activities.

The Company recognized  interest expense of $89,244 during the nine months ended
January 31, 2010 compared to $110,011 for the same period in 2009.

During the nine months ended January 31, 2010, the Company recognized a net loss
of $1,611,537,  compared to a net loss of $536,833 for the comparable six months
in 2009.  The  increase  of  $1,074,704  was due to the  $1,174,086  increase in
operating expenses offset by the decrease in interest expense of $20,767.

                                       2
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2010, the Company had cash and cash  equivalents of $39,817 and a
$50,000  deposit for total  current  assets of $89,817 at January 31,  2010.  At
January 31, 2010, the Company had total liabilities of $1,088,598,  all current.
Total  liabilities at January 31, 2010,  included  accounts payable of $765,392,
accrued interest payable of $149,360,  accrued  litigation  expense of $550,000,
$37,508 in drilling bonds payable and $466,939 in notes payable.  At January 31,
2010, the Company had a working capital deficit of $998,781.

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.

During the nine months ended January 31, 2010, the Company used cash of $22,096.
Net losses of  $1,611,537  were  adjusted for the  non-cash  item of $905,189 in
expenses  paid  for by  the  issuance  of  the  Company's  stock  and  warrants,
depreciation of $540, a $75,773 gain on debt and $150,000 in litigation expense.
During the nine months ended January 31, 2009,  the Company used cash of $46,370
from its operational  activities.  Net losses of $536,833 during the nine months
ended January 31, 2009, were adjusted for non-cash items of $180 in depreciation
expenses,  an unrealized gain on investment of $40,675, and amortization expense
of $7,880 for consulting stock.

During the nine months ended  January 31,  2010,  the Company did not receive or
use cash in its investing  activities.  During the nine months ended January 31,
2009, the Company used $345,437 in its investing  activities for the purchase of
other assets.

During the nine months ended January 31, 2010, the Company received $23,062 from
its financing  activities.  During the nine months ended  January 31, 2009,  the
Company received $418,768 from its financing activities.

In February 2008, the Company issued an 18% unsecured corporate  promissory note
to a vendor for outstanding  amounts owed totaling $373,540.  The note is due on
demand.  At October 31, 2009,  the note has a principal  balance of $373,540 and
accrued  interest  of  $96,895.  On October  31,  2009,  the Board of  Directors
approved the issuance of 241,249 shares of the Company's restricted common stock
as payment of the principal and accrued interest.

In December 2007, the Company issued a 7.5% unsecured corporate  promissory note
in exchange for $75,000 to support operations.  In June 2009, the Company issued
100,000  shares of its common  stock in  payment  of $25,000 of the  outstanding
principal ($0.25 per share).  The note is due on demand.  At September 16, 2009,
the note has an outstanding principal balance of $50,000 and accrued interest of
$6,916.  On September 16, 2009,  the Company  issued  200,000  shares its common
stock in payment of the remaining $50,000 in principal ($0.25 per share).

In October 2007, the Company issued a 7.5% unsecured  corporate  promissory note
in exchange for $40,627 to support operations.  The note has a due on demand. At
November 16, 2009,  the note had an  outstanding  principal  $40,627 and accrued
interest  $1,696.  On November 16, 2009,  the Company  issued  162,508 shares of
common  stock in  payment  of the  $40,627 in  principal  ($0.25 per  share.) At
January 31, 2010, the accrued interest of $1,696.

                                       3
<PAGE>


In October 2007, the Company issued a 7.5% unsecured  corporate  promissory note
for $211,855.  The note is due on demand. During the three months ended July 31,
2009,  $69,154 in principal of the  promissory  note was converted  into 324,036
shares of the Company's common stock ($0.25 per share). At January 31, 2010, the
note has an outstanding balance of $142,701 and accrued interest of $20,900.


Prior to May 1, 2009,  the Company  entered into a Consulting  Agreement  with a
third party for services.  Payment for such services  includes a monthly payment
of 20,000 shares of the  Company's  common stock and a warrant  exercisable  for
20,000 shares of the Company's common stock (see below).  During the nine months
ended  January 31, 2010,  the Company  issued  180,000  shares of the  Company's
common stock to such consultant.  The Company  recognized an expense of $354,200
(a range of $1.60 to $2.73 per share, based on closing market prices on the date
of  issuance.)  During  the  nine  months  ended  January  31,  2010,   warrants
exercisable  for  180,000  shares were  issued by the  Company.  During the nine
months ended January 31, 2010, the warrants  exercisable  for 180,000 shares had
exercise  prices ranging from $1.60 to $2.73 per share.  The total fair value of
the options at the date of grant was  $195,240  and was  recorded as  consulting
expense.  The warrants have a term of two years.  The warrants were valued using
the Black-Scholes model.

During the nine months ended January 31, 2010,  the Company issued 65,000 shares
of its  restricted  common stock to  individuals in return for their services on
the Company's  advisory board. The Company recognized an expense of $151,500 (at
prices  ranging from $1.95 to $2.50 per share based on closing  market prices at
the date of issuance.)

During the nine months ended January 31, 2010,  the Company issued 40,000 shares
of its restricted  common stock to Mr. Kelloff and Mr. Leaver for their services
as officers of the Company (30,000 and 10,000 shares, respectively). The Company
recognized  an expense of  $83,500  ($1.95 and $2.50 per share  based on closing
market prices at the date of issuance.)

During the nine months ended January 31, 2010,  the Company  issued 4,500 shares
of its restricted  common stock to an unrelated  third party for services in the
maintenance of the Company's  website.  The Company has recognized an expense of
$11,250  ($2.50  per  share  based  on  closing  market  prices  at the  date of
issuance.)

During the nine months ended  January 31,  2010,  the Company  issued  1,024,036
shares  of its  common  stock to  holders  of  promissory  notes as  payment  of
principal  of $244,154 and accrued  interest of $11,855  ($0.25 per share.) (See
Note 3)

During the nine months ended January 31, 2010, the Company issued 287,545 shares
of its  restricted  common stock to vendors as payment for  outstanding  amounts
totaling  $560,712 ($1.95 per share based on closing market price at the date of
issuance.)

During the nine months ended January 31, 2010,  the Company issued 29,491 shares
of its restricted common stock as a result of the cashless exercise of a warrant
for 40,000 shares of the Company's common stock.

                                       4
<PAGE>


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 and it has been
assigned to unrelated parties,  the due date extended several times and now been
divided into several notes.  The new unsecured  promissory  notes have an annual
interest  rate of 7.5%  and are due on  demand.  During  the nine  months  ended
January 31, 2010, principal in the amount of $249,873 was converted into 999,492
shares of the Company's common stock ($0.25 per share). At January 31, 2010, the
notes have an unpaid  principal  balance of  $188,327  and  accrued  interest of
$70,056.

On December 12, 2008, LPC Investments, LLC (LPC Investments) filed a lawsuit, in
the Jefferson County District Court,  against the Company. The lawsuit alleges a
breach of  contract  against  the  Company in  connection  with the payment of a
$74,600  unsecured,  8.75% promissory note and conversion of 2,200,000 shares of
the Company's  common stock into a preferred  note. LPC  Investments  sought not
only payment of the promissory note and accrued interest but also attorney fees.
LPC  dismissed  its  lawsuit,  but never  withdrew  its  Notice  and  Demand for
conversion of promissory note into 2,200,000 shares of the Company.  The Company
continues to record a $550,000 liability in connection with this event.

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. 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 be 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.

                                       5
<PAGE>




ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our Chief Executive Officer, as appropriate, to allow for timely
decisions regarding required disclosure.

As required by SEC Rule 15d-15(b),  our Chief  Executive  Officer carried out an
evaluation  under the supervision and with the  participation of our management,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  our Chief Executive
Officer has  concluded  that our  disclosure  controls  and  procedures  are not
effective  in  timely  alerting  them to  material  information  required  to be
included in our periodic SEC filings and to ensure that information  required to
be disclosed in our periodic SEC filings is accumulated and  communicated to our
management,  including our Chief Executive  Officer,  to allow timely  decisions
regarding  required  disclosure  as a result of the  deficiency  in our internal
control over financial reporting discussed below.

ITEM 4T. CONTROLS AND PROCEDURES

The  information  in this  Item  4T of this  Quarterly  Report  on Form  10-Q is
furnished pursuant to Item 308T of Regulation of S-K and shall be deemed "filed"
for all purposes,  including for the purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of the Section.  The information in this
Quarterly Report on Form 10-Q shall be deemed incorporated by reference into any
filing under the Securities Act of the Exchange Act by this reference.

Management's Quarterly Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f)  and  15d-15(f)  under  the  Exchange  Act.  Our  management
conducted  an  evaluation  of the  effectiveness  of our  internal  control over
financial  reporting  based on the  framework  in Internal  Control - Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission. Our internal control over financial reporting is designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally accepted  accounting  principles.  Our internal control over financial
reporting includes those policies and procedures that:

                                       6
<PAGE>




(i)  pertain  to  the  maintenance  of  records  that,  in  reasonable   detail,
     accurately  and fairly reflect the  transactions  and  dispositions  of our
     assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with generally
     accepted accounting principles,  and that our receipts and expenditures are
     being made only in accordance  with  authorizations  of our  management and
     directors; and

(iii)provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized acquisition,  use or disposition of our assets that could have
     a material effect on our financial statements.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal control over financial reporting is as of the quarter ended January 31,
2010.  We  believe  that  internal  control  over  financial  reporting  is  not
effective.  While  we have  not  identified  any,  current  material  weaknesses
considering  the nature and extent of our  current  operations  and any risks or
errors in financial reporting under current  operations,  the fact that we are a
small  business with limited  employees  causes a weakness in internal  controls
over the segregation of duties.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal quarter ended January 31, 2010,  that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

Note Payable - LPC Investments, LLC

On December 12, 2008, LPC Investments, LLC (LPC Investments) filed a lawsuit, in
the Jefferson County District Court,  against the Company. The lawsuit alleges a
breach of  contract  against the  Company in  connection  with the payment of an
unsecured,  8.75%  promissory  note and  conversion  of 2,200,000  shares of the
Company's  common stock into a preferred note. LPC  Investments  sought not only
payment of the unsecured,  8.75%  promissory note and accrued  interest but also
attorney fees. A payment of $75,654 has been made on the promissory note.

On August 18, 2009, the Court granted the Motion to Dismiss filed by LPC in July
2009. The case has been dismissed  without  prejudice and all claims against the
Company have been dropped,  however LPC has not withdrawn its conversion  notice
and demand.  Therefore, the Company has recorded a $550,000 litigation liability
in connection with the conversion notice and demand.

                                       7
<PAGE>


On  September  24, 2009,  LPC  Investments  filed suit in the District  Court of
Jefferson  County,  Colorado against the Company.  Among other things,  the suit
asks that the Court issue a declaratory  judgment in requesting that 2.2 million
shares previously  purchased by LPC Investments (the Disputed Shares) are indeed
owned by LPC  Investments,  and to direct  the  Company to  co-operate  with LPC
Investment's  outstanding  legend  removal  requests  submitted to the Company's
transfer agent by LPC  Investments.  LPC  Investments is also seeking payment of
attorney  fees and costs.  In that same  litigation,  on  October  2, 2009,  the
Company  filed  Counterclaims  and Third Party Claims in the  District  Court of
Jefferson  County,  Colorado  against LPC Investments and Kevin Paul. The claims
and the relief sought by the Company are substantially similar to the claims and
relief previously sought in the Douglas County litigation.

Following a hearing on October 9, 2009,  the District Court denied the Company's
notion to compel LPC  Investments to deliver the Disputed Shares to the Company,
and issued  findings  relating to an option  contract  that existed  between the
Company  and LPC  Investments.  Among  other  things,  the Court  found that the
Company  was in  material  breach  of the  contract  as March 1, 2009 and that a
material breach  deprives the breaching part of the right to demand  performance
from the other party.

Texas Litigation

On March 10, 2010, the Company filed an Original  Petition and  Application  for
Temporary  Injunction  and  Permanent  Injunctive  Relief in the County Court of
Dallas  County,  in the  State  of  Texas  against  Spencer  Edwards,  Inc.  Co-
Plaintiffs in the action are  shareholders of the Company,  J.H. Brech,  LLC and
Richard L. Toupal.

The suit alleges,  among other things,  that Spencer Edwards,  Inc. has violated
Rule 144 of the U.S.  Securities  Act of 1933 in the selling of common shares of
the Company on the open market.


ITEM 1A. RISK FACTORS

Not Applicable.

                                       8
<PAGE>


ITEM 2.  CHANGES IN SECURITIES

The  Company  made  the  following  unregistered  sales of its  securities  from
November 1, 2009 through January 31, 2010.

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

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

------------------ -------------------- ---------------- ----------------------- -----------------------------
     11/19/09         Common Stock         400,000           Conversion of            Business Associate
                                                             Promissory Note
------------------ -------------------- ---------------- ----------------------- -----------------------------
    11/31/09             Warrant            20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     12/1/09          Common Stock          20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
    12/31/09             Warrant            20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     1/4/10           Common Stock          20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     1/27/10          Common Stock         262,000           Conversion of            Business Associate
                                                             Promissory Note
------------------ -------------------- ---------------- ----------------------- -----------------------------
     1/29/10          Common Stock          300,000          Conversion of            Business Associate
                                                             Promissory Note
------------------ -------------------- ---------------- ----------------------- -----------------------------
     1/31/10             Warrant            20,000           Consulting Fee           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  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.

                                       9
<PAGE>


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

ITEM 4.  (REMOVED AND RESERVED)

ITEM 5.  OTHER INFORMATION

               NONE.

ITEM 6.  EXHIBITS

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

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

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

                                       10


<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:   March 22, 2010                      By: /s/Redgie Green
                                                 ---------------
                                                    Redgie Green,
                                                    Chief Executive Officer &
                                                    Accounting Officer