UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A
(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, 2007


                         Commission File Number 0-29670


                             SUN RIVER ENERGY, INC.
        (Exact name of small business issuer as specified in its charter)

---------------------------------------- --------------------------------------
               COLORADO                               84-1491159
---------------------------------------- --------------------------------------

    (State or other jurisdiction of      (IRS Employer Identification Number)
---------------------------------------- --------------------------------------

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

                                 (303) 432-7703
                           (Issuer's telephone number)

                             DYNADAPT SYSTEMS, INC.
                             ----------------------
 (Former name, former address and former fiscal year, if changed since
last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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 such 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 ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

As of March 19, 2007,  there were  12,545,768  shares of the  registrant's  sole
class of common stock issued and outstanding.

Transition Small Business Disclosure Format (check one):    YES [  ]   NO [ X ]


<PAGE>

<TABLE>
<CAPTION>




                                TABLE OF CONTENTS
<S>                                                                                       <C>

PART I - FINANCIAL INFORMATION

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

         Balance Sheet -January 31, 2007 and April 30, 2006                               F-1

         Statements of Operations  -
                  Three and Nine  months  ended  January  31,  2007 and 2006 and
                  October 22, 2002 (Inception) to January 31, 2007                        F-2

         Statements of Cash Flows -
                  Nine months ended January 31, 2007 and 2006 and
                  October 22, 2002 (Inception) to January 31, 2007                        F-3

         Statements of Stockholders' Equity - January 31, 2007                            F-5

         Notes to Condensed Consolidated Financial Statements                             F-6

Item 2.  Management's Discussion and Analysis                                               1

Item 3. 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 - Note Applicable                                  4

Item 4.  Submission of Matters to a Vote of Security Holders                                4

Item 5.  Other Information - Not Applicable                                                 4

Item 6.  Exhibits                                                                           4

SIGNATURES                                                                                  5
</TABLE>






<PAGE>

                         Explanatory Note on Amendment

This Amendment has been filed to make revisions to the financial  statements for
the nine months ended January 30, 2007 included in the Quarterly  Report on Form
10QSB for the quarter ended January 30, 2007 that was filed with the  Securities
and Exchange  Commission on March 22, 2007 (the "Original  Filing  Date").  This
Amendment  continues to speak as of the Original Filing Date, and the registrant
has not  updated  the  disclosures  herein to  reflect an events  that  occurred
subsequent to such date.




                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
<PAGE>


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  balance sheet of Sun River Energy, Inc. as of
January 31, 2007 and the related  statements of operations for the  three-months
and  nine-months  ended January 31, 2007 and 2006, and the related  statement of
cash flows for the nine-months  ended January 31, 2007 and 2006. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance  with standards  established by 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 review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 2,  conditions
exist 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.


As discussed in Note 3 to the financial statements,  certain  reclassifications
were discovered by the Company.  Accordingly the 2007 financial  statements have
been restated.


/s/ Jaspers + Hall, PC
Denver, Colorado
March 21, 2007 (except for Note 3 as to which the date is May 29, 2007)


<PAGE>
<TABLE>
<CAPTION>



                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                     Formerly Known as Dynadapt System, Inc.
                      Condensed Consolidated Balance Sheet
                                    Restated

<S>                                                                                       <C>                   <C>

                                                                                      Unaudited                  Audited
                                                                                  --------------            ---------------
                                                                                   January 31,                April 30,
                                                                                      2007                       2006
                                                                                  --------------            ---------------

ASSETS:

   Current Assets:
      Cash                                                                             $ 19,564                      $ 999
      Marketable Securities                                                             292,800                          -
                                                                                  --------------            ---------------

Total Current Assets                                                                    312,364                        999
                                                                                  --------------            ---------------

   Other Assets:
      Leases                                                                          7,324,000                    284,000
      Mineral Rights                                                                    100,000                    100,000
                                                                                  --------------            ---------------

Total Other Assets                                                                    7,424,000                    384,000
                                                                                  --------------            ---------------

TOTAL ASSETS                                                                         $7,736,364                 $  384,999
                                                                                  ==============            ===============

LIABILITIES AND STOCKHOLDERS' EQUITY:

    Current Liabilities:
        Accounts Payable                                                              $ 218,375                  $ 366,375
        Accrued Interest Payable                                                        139,527                          -
        Notes Payable                                                                 4,450,988                    818,550
                                                                                  --------------            ---------------

Total Current Liabilities                                                             4,808,890                  1,184,925
                                                                                  --------------            ---------------

   Long Term Liabillities                                                             2,700,000

Stockholders' Equity:
    Common stock, $0.0001 par value; 100,000,000 shares                                   1,255                        952
        authorized, 12,545,768 shares issued and outstanding
        as of January 31, 2007 and 9,518,833 shares as of April 30, 2006
    Additional paid-in capital                                                        1,090,919                   (450,778)
    Deficit accumulated during the development stage                                   (864,700)                  (350,100)
                                                                                  --------------            ---------------

Total Stockholders' Equity                                                              227,474                   (799,929)
                                                                                  --------------            ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $7,736,364                 $  384,999
                                                                                  ==============            ===============


</TABLE>
See accountants' review report

<PAGE>
<TABLE>
<CAPTION>



                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                     Formerly Known as Dynadapt System, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
                                    Restated

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



                                             Three Months ended                    Nine Months ended               November 1, 2002
                                                January 31,                           January 31,                   Inception to
                                           2007               2006              2007               2006            January 31, 2007
                                      ---------------    ---------------   ----------------   ---------------    -------------------

Revenue:
   Miscellaneous Income                          $ -                $ -                $ -               $ -                    $ -
                                      ---------------    ---------------   ----------------   ---------------    -------------------
Total Income                                       -                  -                  -                 -                      -

Costs and Expenses:
      Consulting                              22,000                  -            204,200                 -                354,200
      Accounting & Legal                       7,925                  -             29,925                 -                229,975
      Lease Expenses                           1,510                  -             41,570                 -                 41,570
      Office Expenses                          1,388                  -              6,880                 -                  6,930
      Bank Charges                               106                  -                254                 -                    254
                                      ---------------    ---------------   ----------------   ---------------    -------------------
Total Expenses                                32,929                  -            282,829                 -                632,929
                                      ---------------    ---------------   ----------------   ---------------    -------------------
Net Loss From Operations                     (32,929)                 -           (282,829)                -               (632,929)
                                      ---------------    ---------------   ----------------   ---------------    -------------------

Other Income and Expenses
      Interest expense                       131,915                  -            151,665                 -                151,665
      Interest income                           (222)                                 (277)                                    (277)
      Realized loss                            7,183                                 7,183                                    7,183
      Unrealized loss                         33,200                  -             73,200                 -                 73,200
                                      ---------------    ---------------   ----------------   ---------------    -------------------
Net Loss                                   $(205,005)               $ -          $(514,600)              $ -             $ (864,700)
                                      ===============    ===============   ================   ===============    ===================
Per Share Information
Loss per common share                    $ (0.02)               *  )           $ (0.05)              *
                                      ===============    ===============   ================   ===============

Weighted average number
of shares outstanding                     12,544,768            485,500         11,272,207           485,500
                                      ===============    ===============   ================   ===============
*   Less than $0.01


</TABLE>
See Accountants' Review Report


<PAGE>
<TABLE>
<CAPTION>



                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                     Formerly Known as Dynadapt System, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                    Restated

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


                                                                                Nine months                     November 1,2002
                                                                              Ended January 31,                  Inception to
                                                                            2007             2005              January 31, 2007
                                                                        -------------    -------------    --------------------------
Cash Flows from Operating Activities

     Net Loss                                                              $(514,601)             $ -           $ (864,701)
      Adjustments to reconcile net loss to
      net cash used by operating activities:
         Unrealized loss on marketable securities                             73,200                                73,200
         Stock issued for services                                           154,500                               154,500
         (Increase) in current assets                                       (366,000)               -             (366,000)
         Increase (decrease) in accounts payable and accrued expenses        (10,472)                              355,903
                                                                        -------------    -------------    -----------------
Net Cash Used by Operating Activities                                       (663,373)               -             (647,098)
                                                                        -------------    -------------    -----------------
Cash Flows from Investing Activities
     Acquisition of Wyoming lease                                         (7,040,000)                           (7,040,000)
     Acquisition - net of cash acquired                                            -                -             (813,001)
                                                                        -------------    -------------    -----------------
Net Cash Used for Investing Activities                                    (7,040,000)               -           (7,853,001)
                                                                        -------------    -------------    -----------------
Cash Flows from Financing Activities
     Stock issued for cash                                                   397,500                -              397,550
     Stock issued for debt/assets                                            990,000                               990,000
     Proceeds from/(Payments to) notes payable                             6,526,336                -            6,744,886
     Proceeds from/(Payments to) notes payable - related party              (191,898)                              408,102
     Merger accounting                                                                                             (20,875)
                                                                        -------------    -------------     ---------------
Net Cash Provided by Financing Activities                                  7,721,938                -            8,519,663
                                                                        ------------     -------------     ---------------
                                                                                                           `
Net Increase in Cash & Cash Equivalents                                       18,565                -               19,564

Beginning Cash & Cash Equivalents                                                999                -                    -

Ending Cash & Cash Equivalents                                              $ 19,564              $ -             $ 19,564
                                                                        =============    =============    =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     Cash paid for interest expense                                         $ 11,988              $ -             $ 11,988
                                                                        =============    =============    =================
     Cash paid for income taxes                                                  $ -              $ -                  $ -
                                                                        =============    =============    =================

NON-CASH TRANSACTIONS
     Stock issued for debt                                                 $ 150,000                             $ 150,000
     Stock issued for marketable securities                                  400,000                               400,000
     Stock issued for other assets                                           440,000                               440,000
     Stock issued for services                                               154,500                -              154,500
          Total non-cash transactions                                     $1,144,500              $ -          $ 1,144,500
</TABLE>
See Accountants' Review Report




<PAGE>
<TABLE>
<CAPTION>




                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                     Formerly Known as Dynadapt System, Inc.
                       Statements of Stockholders' Equity
                                January 31, 2007
                                   (Unaudited)
                                    Restated

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


                                                         January 31, 2007

                                                                                   Deficit
                                             COMMON STOCK           Additonal    Accum. During     Total
                                                                     Paid-in      Development     Stockholders'
                                        # of Shares     Amount       Capital        Stage         Equity
                                       --------------------------  ------------  ------------   ------------

Balance - November 1, 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                 740,000            74       369,926             -        370,000
Net Loss for Period                              -             -             -       (45,929)       (45,929)
                                       ------------   -----------  ------------  ------------   ------------
Balance - July 31, 2006                 10,259,833         1,026       (80,852)      (396,029)     (475,855)
                                       ------------   -----------  ------------  ------------   ------------
Issuance of Stock for Cash                  55,000             6        27,494                       27,500
     at $0.50 per share plus warrant
      at $0.75
Issuance of Stock for Debt                 241,935            24       149,976                      150,000
     at $0.62 per share
Issuance of Stock for Marketable
  Securities at $0.50 per share            800,000            80       399,920                      400,000

Issuance of Stock for Services             309,000            31       154,469                      154,500
     at $0.50 per share
Net Loss for Period                                                                 (263,666)      (263,666)
                                       ------------   -----------  ------------  ------------   ------------
Balance - October 31, 2006              11,665,768         1,167       651,007      (659,695)        (7,521)
                                       ------------   -----------  ------------  ------------   ------------
Issuance of Stock for Lease acquisition    880,000            88       439,912                      440,000
Net Loss for Period                                                                 (205,005)      (205,005)
                                       ------------   -----------  ------------  ------------   ------------
Balance - January 31, 2007              12,545,768       $ 1,255    $1,090,919    $ (864,700)    $  227,474
                                       ============   ===========  ============  ============   ============

See accountants' review report.
</TABLE>


<PAGE>




                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                     Formerly Known as Dynadapt System, Inc.
                        Notes to the Financial Statements
                       Nine Months Ended January 31, 2007
                                   (Unaudited)

Note 1 - Presentation of Interim Information:

In the opinion of the management of Sun River Energy,  Inc. (A Development Stage
Company),  the accompanying  unaudited  financial  statements include all normal
adjustments  considered necessary to present fairly the financial position as of
January 31, 2007 and 2006 and the results of operations for the three-months and
nine-months  ended January 31, 2007 and 2006 and October 22, 2002 (inception) to
January 31, 2007, and cash flows for the nine-months  ended January 31, 2007 and
2006 and October 31, 2002  (inception)  to January 31, 2007 Interim  results are
not necessarily indicative of results for a full year.

The  financial  statements  and notes are presented as permitted by Form 10-QSB,
and do not  contain  certain  information  included  in  the  Company's  audited
financial statements and notes for the fiscal year ended April 30, 2005.
Note 2 - Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.

The  Company is in the  development  stage and has not earned any  revenue  from
operations.  The  Company's  ability to continue as a going concern is dependent
upon its  ability  to develop  additional  sources of capital or locate a merger
candidate  and  ultimately,  achieve  profitable  operations.  The  accompanying
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.  Management is seeking new capital to revitalize
the Company.


Note 3 - Restatement

The Company has restated its balance sheet,  statement of operations,  statement
of  stockholders'  equity,  and statement of cash flows for the year ended April
30, 2006, to properly disclose the recapitalization of Sun River Energy, Inc and
its subsidiary, Sun River Energy, Inc. whereby Sun River Energy is the surviving
entity and as such the historical  financial  statements  presented are those of
Sun River Energy, Inc.  Previously  reflected goodwill in the amount of $866,667
for the  acquisition of mineral rights was adjusted  against  additional paid in
capital to reflect predecessor basis of $100,000.


Note 4 - Marketable Securities:

The Company holds 83,000 shares of Tonga Capital Corp a publicly traded company.


<PAGE>

<TABLE>
<CAPTION>

                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                     Formerly Known as Dynadapt System, Inc.
                        Notes to the Financial Statements
                       Nine Months Ended January 31, 2007
                                   (Unaudited)
Note 4 - Notes Payable:
<S>                    <C>         <C>         <C>            <C>         <C>            <C>         <C>         <C>

As of January 31, 2007 the Company had the following notes payable outstanding:

                                    Interest      Initial                    Current      Accrued       Date
 Owed to:               Date          Rate       Principal      Repay        Balance      Interest      Due       Security
---------------------- ----------- ----------- -------------- ----------- -------------- ----------- ----------- -----------

Nova Leasing, Inc.       04/12/06    6.00%     $   64,000            -    $   64,000     $  3,786      07/12/06     None
Sharon K Fowler          04/20/06    6.00%     $  150,000      $71,114    $   78,886     $  1,089      07/15/07     None

Robert A Doak Jr         04/10/06    6.00%     $  600,000      $191,898   $  408,102     $ 13,954      01/02/07     None
Nova Leasing, Inc.       11/03/06     7.5%     $6,600,000                 $6,600,000     $120,699      10/15/07     Lease
Michael A. Littman       11/30/06     -        $    9,000      $  7,000   $    2,000           -           -        None
</TABLE>

     During the quarter  needed  January 31, 2007,  Mr.  Littman loaned funds of
$9,000 to the Company.  During the quarter ended  January 31, 2007,  the Company
made a payment of $7,000 on the loan. Mr. Littman has waived any interest on the
loan. On January 31, 2007, the outstanding balance of the loan was $2,000.


As of March  15,  2006,  the  Company  was in  negotiations  with  Nova  Leasing
regarding  the  lease  acquisition  note  due  March  15,  2007 and had a verbal
agreement  to extend the due date of the note.  The note with Sharon  Fowler was
delinquent  by $75,000 at January 31, 2007 but was under a verbal  agreement  to
extend the due date to February 28, 2007.  The note with Robert A. Doak, Jr. was
delinquent in the amount of $408,102 at January 31, 2007,  and had been extended
to February 28, 2007 and is under a verbal extension at the moment.

Note 5 - Stockholders' Equity

The Company  acquired from Nova Leasing,  LLC an 85% working  interest in an 80%
Net Revenue  Interest on certain  leases  totaling  approximately  13,500  acres
(gross) in Johnson County Wyoming, in the Powder River Basin. The purchase price
included $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 October 15, 2007
and  $2,700,000  October 15, 2008 plus interest and 880,000 shares of restricted
common stock of Sun River Energy, Inc. The transaction closed November 20, 2006.

<PAGE>




Item 2. Management's Discussion and Analysis or Plan of Operation.


Cautionary and Forward Looking Statements

In  addition  to  statements  of  historical  fact,  this Form  10-QSB  contains
forward-looking  statements.  The  presentation  of future  aspects of Sun River
Energy,  Inc., (the "Company" or "issuer") found in these  statements is subject
to a number of risks and uncertainties that could cause actual results to differ
materially from those reflected in such statements. Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis  only  as  of  the  date  hereof.  Without  limiting  the
generality of the foregoing,  words such as "may," "will," "expect,"  "believe,"
"anticipate,"  "intend,"  or  "could"  or the  negative  variations  thereof  or
comparable terminology are intended to identify forward-looking statements.

These forward-looking statements are subject to numerous assumptions,  risks and
uncertainties  that may  cause Sun  River  Energy,  Inc.  actual  results  to be
materially  different from any future results  expressed or implied by Sun River
Energy, Inc., in those statements.  Important facts that could prevent Sun River
Energy,  Inc. from achieving any stated goals  include,  but are not limited to,
the following:

(a)      volatility or decline of the Company's stock price;
(b)      potential fluctuation in quarterly results;
(c)      failure of the Company to earn revenues or profits;
(d)      inadequate  capital to continue or expand its business,  inability to
         raise  additional  capital or financing to implement its business
         plans;
(e)      failure to achieve production;
(f)      rapid and significant changes in markets;
(g)      litigation with or legal claims and allegations by outside parties;
(h)      insufficient revenues to cover operating costs.

There is no assurance that the Company will be  profitable.  The Company may not
be able to successfully develop, manage or market its products and services. The
Company may not be able to attract or retain qualified executives and technology
personnel.  The Company's products and services may become obsolete,  government
regulations  may  hinder  the  Company's   business,   additional   dilution  in
outstanding  stock ownership may be incurred due to the issuance of more shares,
warrants and stock options,  or the exercise of warrants and stock options,  and
other risks inherent in the Company's businesses.

The Company  undertakes no obligation to publicly  revise these  forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
Readers should  carefully  review the factors  described in other  documents the
Company  files from time to time with the  Securities  and  Exchange  Commission
including the Quarterly Reports on Form 10-QSB and Annual Reports on Form 10-KSB
filed by the  Company in 2006 and any  Current  Reports on Form 8-K filed by the
Company.

                                       -1-


<PAGE>




RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED JANUARY 31, 2007 COMPARED TO SAME
QUARTER IN 2006.

The Company had no revenues in the period in 2007 or 2006. The Company  incurred
$32,929 in operations expenses in 2007 compared to $0 in 2006. The Company had a
net loss of ($205,005)  for the period in 2007 compared to $0 in 2006.  The loss
per share was less than  ($0.01)  for the  period in 2007  compared  to $0.00 in
2006.

RESULTS OF  OPERATIONS  FOR THE NINE MONTHS ENDED  JANUARY 31, 2007  COMPARED TO
SAME PERIOD IN 2006.

The Company had no revenues in the period in 2007 or 2006. The Company  incurred
$282,830 in operations  expenses in 2007 compared to $0 in 2006. The Company had
a net loss of ($514,601) for the period in 2007 compared to $0 in 2006. The loss
per share was less that  ($0.01)  for the  period in 2007  compared  to $0.00 in
2006.

The trend of losses can be expected to continue  for the  foreseeable  future as
the Company attempts to commercialize some business activity.

LIQUIDITY AND CAPITAL

The Company had $19,564 in cash as of January 31,  2007,  which should allow the
Company to pursue certain lease  developments on an extremely limited basis. The
current liabilities exceeded its current assets by $5,121,254.  The Company will
need to raise capital through loans or private  placements in order to carry out
any operational  plan, the however there is no assurance that  additional  funds
will be forthcoming.

NEED FOR ADDITIONAL FINANCING

The Company does not have capital  sufficient to meet the Company's  cash needs.
The  Company  will have to seek  loans or equity  placements  to cover such cash
needs.  There is no assurance,  however,  that without funds it will  ultimately
allow registrant to carry out its business.

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.

"GOING CONCERN" QUALIFICATION

The Company's auditor has issued a "going concern"  qualification as part of his
opinion in the Audit Report on the April 30, 2006 financial statements. There is
substantial  doubt  about the  ability of the  Company to  continue  as a "going
concern." The Company is engaging in limited  business  activities,  has limited
capital,

                                       -2-


<PAGE>




debt in excess of $7,508,890 all of which is current, limited cash, other assets
which are not readily  marketable,  and no capital  commitments.  The effects of
such conditions could easily lead to the bankruptcy of the Company.

Management  hopes to develop its business  plan and will need to seek and obtain
funding,  via loans or private  placements of stock for operations,  debt and to
provide working capital.

Trends;  The Company expects that the trend of no income and ongoing losses will
continue until sufficient  lease  development has occurred that will provide for
an adequate flow of revenues to sustain the Company.  No assurances  can be made
that these efforts will be successful.

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures:

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act is recorded,  processed,  summarized  and  reported,  within the time period
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated  and  communicated  to management,  including the Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure.  As of January 31, 2007 covered by this report,
the  Company  carried  out an  evaluation,  under the  supervision  and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based
upon and as of the date of that  evaluation,  the Chief  Executive  Officer  and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures are effective to ensure that information  required to be disclosed in
the reports the Company  files and submits  under the  Exchange Act is recorded,
processed, summarized and reported as and when required.

Changes in Internal Control over Financial Reporting:

There were no changes in the Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have significantly  affected
those  controls  subsequent  to the date of the  evaluation  referred  to in the
previous  paragraph,  including any corrective action with regard to significant
deficiencies and material weakness.

                                       -3-


<PAGE>





                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

None.

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

None

Item 3.   Defaults Upon Senior Securities

As of March  15,  2006,  the  Company  was in  negotiations  with  Nova  Leasing
regarding  the  lease  acquisition  note  due  March  15,  2007 and had a verbal
agreement  to extend the due date of the note.  The note with Sharon  Fowler was
delinquent  by $75,000 at January 31, 2007 but was under a verbal  agreement  to
extend the due date to February 28, 2007.  The note with Robert A. Doak, Jr. was
delinquent in the amount of $408,102 at January 31, 2007,  and had been extended
to February 28, 2007 and is under a verbal extension at the moment.

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


                                       -4-


<PAGE>




                                   SIGNATURES


               In  accordance  with the  requirements  of the Exchange  Act, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.



                                                      SUN RIVER ENERGY, INC.
(Registrant)

Date:  May 30, 2007                              /s/ Wesley F. Whiting
                                                      ---------------------
                                                  Wesley F. Whiting, President








                                       -5-