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, 2009

[ ] 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)


                     c/o  7609 Ralston Road, Arvada, CO 80002
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  303-422-8127
                           --------------------------
                         (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 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, 2009, there were 16,157,423  shares of the  registrant's  common
stock issued and outstanding.




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



PART I - FINANCIAL INFORMATION

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

         Balance Sheets - January 31, 2009 and  April 30, 2008                             F-1

         Statements of Operations  -
                  Three and nine months ended January 31, 2009 and 2008 and From
                  October 22, 2002 (Inception) to January 31, 2009                         F-2

         Statements of Changes in Shareholders' Deficit -
                   From October 22, 2002 (Inception) to January 31, 2009                   F-3

         Statements of Cash Flows -
                  Nine months ended January 31, 2009 and 2008 and
                  From October 22, 2002 (Inception) to January 31, 2009                    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 2.  Unregistered Sales of Equity Securities and Use of Proceeds                        5
         - Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable                                   6

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable               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 Sheet
<S>                                                                                 <C>                <C>

                                                                                     January 31,         April 30,
                                                                                         2009               2008
                                                                                    ---------------    ---------------
                                                                                     (Unaudited)         (Audited)

ASSETS:

   Current Assets:
      Cash and cash equivalents                                                           $ 38,999           $ 12,038
      Marketable Securities                                                                      -             11,835
                                                                                    ---------------    ---------------
Total Current Assets                                                                        38,999             23,873

   Fixed Assets, net of depreciation $1,200 - $420                                             780                960

   Other Assets:
      Leases                                                                               220,000            220,000
      Mineral Rights                                                                       100,000            100,000
      Wells in process and advances                                                        649,514            251,477
                                                                                    ---------------    ---------------
Total Other Assets                                                                         969,514            571,477
                                                                                    ---------------    ---------------
TOTAL ASSETS                                                                            $1,009,293          $ 596,310
                                                                                    ===============    ===============
LIABILITIES AND STOCKHOLDERS' DEFICIT:

    Current Liabilities:
        Accounts Payable                                                                 $ 351,561          $ 378,071
        Accrued Interest Payable                                                           138,484             26,313
        Drilling bonds payable                                                              37,507                  -
        Notes Payable                                                                    1,411,550            992,782
        Accrued litigation expense                                                         400,000                  -
                                                                                    ---------------    ---------------
Total Current Liabilities                                                                2,339,102          1,397,166


Stockholders' Deficit
    Preferred stock, $0.0001 par value; 25,000,000 authorized
        no shares issued or outstanding                                                          -                  -
    Common stock, $0.0001 par value; 100,000,000 shares                                      1,523              1,508
        authorized, 15,232,421 shares issued and outstanding as of
        January 31, 2008 and 15,075,768 shares as of April 30, 2008
    Additional paid-in capital                                                           2,753,991          2,754,006
    Deferred consulting expense                                                                  -             (7,880)
    Deficit accumulated during the development stage                                    (4,085,323)        (3,548,490)
                                                                                    ---------------    ---------------
Total Stockholders' Deficit                                                             (1,329,809)          (800,856)
                                                                                    ---------------    ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                             $1,009,293          $ 596,310
                                                                                    ===============    ===============

The accompanying notes are an integral part of these financial statements.

</TABLE>

                                      F-1

<PAGE>
<TABLE>
<CAPTION>

                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)
<S>                                     <C>             <C>             <C>              <C>             <C>

                                             Three Months ended               Nine Months ended          October 22, 2002
                                                January 31,                     January 31,                (Inception) to
                                            2009            2008            2009             2008        January 31, 2009
                                        -------------   -------------   -------------    -------------   ------------------
REVENUES
   Miscellaneous Revenue                         $ -             $ -             $ -              $ -                  $ -
                                        -------------   -------------   -------------    -------------   ------------------
EXPENSES
      Consulting                                   -          36,400           7,880          270,580              626,966
      Accounting & Legal                       1,176              60           5,566            5,510              276,114
      Lease Expenses                               -               -           4,158                -              685,682
      Office Expenses                          3,175           1,897           6,964           20,713               80,333
      Depreciation                                60               -             180              120                  420
      Bank Charges                                10             174             152              497                1,067
                                        -------------   -------------   -------------    -------------   ------------------
Total Operating Expenses                       4,421          38,531          24,900          297,420            1,670,582
                                        -------------   -------------   -------------    -------------   ------------------
Net Loss from Operations                      (4,421)        (38,531)        (24,900)        (297,420)          (1,670,582)
                                        -------------   -------------   -------------    -------------   ------------------
Other Income and (Expenses)
      Interest income                          1,344              24           1,347               55                2,112
      Interest expense                       (79,936)       (119,214)       (110,011)        (403,345)            (902,157)
      Debt Relief                                  -               -               -                -              429,645
      Litigation expense                     400,000               -         400,000                -              400,000
      Loss on Claim Release                        -               -               -                -           (1,298,603)
      Realized (Loss) on sale of assets            -               -         (44,034)         (22,997)            (245,738)
      Unrealized (Loss) on investments             -         (25,380)         40,765         (137,550)                   -
                                        -------------   -------------   -------------    -------------   ------------------
Net Loss                                   $(483,013)      $(183,101)      $(536,833)      $ (861,257)        $ (4,085,323)
                                        =============   =============   =============    =============   ==================
Per Share Information
Loss per common share                     $    (0.03)        $ (0.01)        $ (0.04)         $ (0.06)
                                        =============   =============   =============    =============

Weighted average number
of shares outstanding                     15,232,421      15,075,768      15,232,421       14,955,551
                                        =============   =============   =============    =============


The accompanying notes are an integral part of these financial statements

</TABLE>

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                              SUNRIVER ENERGY, INC.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                             From October 22, 2002
                       (Inception) through January 31, 2009
                                   (Unaudited)
<S>                                                <C>                <C>              <C>                 <C>

                                                                                                                Deficit
                                                             COMMON STOCK                 Additional          Accum. During
                                                                                           Paid-in            Development
                                                    # of Shares          Amount            Capital               Stage
                                                   ---------------    --------------   ----------------    ------------------

Balance - October 22, 2002                                      -               $ -                $ -                   $ -
Stock issued for cash                                       1,000                 1                 49                     -
Net Loss for Period                                             -                 -                  -                   (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                     -
Merger accounting                                         484,500                48            (20,923)                    -
Value of subsidiary in excess
 of related party's basis                                       -                 -           (866,667)
Net Loss for Year                                               -                 -                  -              (350,050)
                                                   ---------------    --------------   ----------------    ------------------
Balance - April 30, 2006                                9,518,833               952           (450,778)             (350,100)
                                                   ---------------    --------------   ----------------    ------------------
Issuance of Stock for Cash                                795,000                80            397,420
     at $0.50 per share plus warrant at $0.75
Issuance of Stock for Debt                                242,935                24            149,976
     at $0.62 per share
Issuance of Stock for Marketable Securities               800,000                80            399,920
     at $0.50 per share
Issuance of Stock for Services                            309,000                31            154,469
     at $0.50 per share
Issuance of Stock for Lease acquisition                   880,000                88            439,912
Issuance of Stock for Cash                              2,200,000               220          1,099,780
Net Loss for Year                                                                                                   (661,339)
                                                   ---------------    --------------   ----------------    ------------------
Balance - April 30, 2007                               14,745,768             1,475          2,190,699            (1,011,439)
                                                   ---------------    --------------   ----------------    ------------------
Issuance of Stock for Services                            310,000                31            468,969                     -
      at $1.51 per share
Issuance of Stock for Interest                             20,000                 2             50,998                     -
      at $2.55 per share
Options issued                                                  -                 -             43,340                     -
Deferred Consulting Expense
Net Loss for Year                                               -                 -                  -            (2,537,051)
                                                   ---------------    --------------   ----------------    ------------------
Balance - April 30, 2008                               15,075,768             1,508          2,754,006            (3,548,490)
                                                   ---------------    --------------   ----------------    ------------------
Deferred Consulting Expense                                     -                 -                  -                     -
Exchange Options/Warrants for Stock                       156,653                15                (15)                    -
Net Loss for Period                                             -                 -                  -              (536,833)
                                                   ---------------    --------------   ----------------    ------------------
Balance - January 31, 2009                             15,232,421           $ 1,523         $2,753,991          $ (4,085,323)
                                                   ===============    ==============   ================    ==================

     The accompanying notes are an integral part of these financial statements

                                      F-3



</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                              SUNRIVER ENERGY, INC.
                          (A Development Stage Company)
        STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) From October 22, 2002
                       (Inception) through January 31, 2009
                                   (Unaudited)
(continued)
<S>                                                   <C>                <C>

                                                           Deferred              Total
                                                          Consulting         Stockholders'
Balance - October 22, 2002                                 Expense              Equity
Stock issued for cash                                 ---------------    ------------------
Net Loss for Period                                                                    (50)
                                                      ---------------    ------------------
Balance - December 31, 2002                                                              -
                                                      ---------------    ------------------
Net Loss for Year                                                                        -
                                                      ---------------    ------------------
Balance - December 31, 2003                                                              -
                                                      ---------------    ------------------
Net Loss for Year                                                                        -
                                                      ---------------    ------------------
Balance - December 31, 2004                                                              -
                                                      ---------------    ------------------
Issuance of shares for Merger                                                      437,666
Merger accounting                                                                  (20,875)
Value of subsidiary in excess
 of related party's basis                                                         (866,667)
Net Loss for Year                                                                 (350,050)
                                                      ---------------    ------------------
Balance - April 30, 2006                                                          (799,926)
                                                      ---------------    ------------------
Issuance of Stock for Cash                                                         397,500
     at $0.50 per share plus warrant at $0.75
Issuance of Stock for Debt                                                         150,000
     at $0.62 per share
Issuance of Stock for Marketable Securities                                        400,000
     at $0.50 per share
Issuance of Stock for Services                                                     154,500
     at $0.50 per share
Issuance of Stock for Lease acquisition                                            440,000
Issuance of Stock for Cash                                                       1,100,000
Net Loss for Year                                                                 (661,339)
                                                      ---------------    ------------------
Balance - April 30, 2007                                                         1,180,735
                                                      ---------------    ------------------
Issuance of Stock for Services                                     -               469,000
      at $1.51 per share
Issuance of Stock for Interest                                     -                51,000
      at $2.55 per share
Options issued                                                     -                43,340
Deferred Consulting Expense                                   (7,880)               (7,880)
Net Loss for Year                                                               (2,537,051)
                                                      ---------------    ------------------
Balance - April 30, 2008                                      (7,880)             (800,856)
                                                      ---------------    ------------------
Deferred Consulting Expense                                    7,880                 7,880
Exchange Options/Warrants for Stock                                -                     -
Net Loss for Period                                                -              (536,833)
                                                      ---------------    ------------------
Balance - January 31, 2009                                       $ -           $(1,329,809)
                                                      ===============    ==================

The accompanying notes are an integral part of these financial statements

</TABLE>

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<S>                                                                 <C>                <C>                 <C>

                                                                             Nine Months                       October 22, 2002
                                                                           Ended January 31,                    (Inception) to
                                                                         2009              2008                 January 31, 2009
                                                                    ---------------    --------------      ------------------------
Cash Flows from Operating Activities
     Net Loss                                                           $ (536,833)       $ (861,257)          $ (4,085,323)
      Adjustments to reconcile net loss to
      net cash used by operating activities:
         Depreciation                                                          180               120                    420
         Unrealized loss on marketable securities                          (40,765)          137,550                      -
         Stock and options issued for services and interest                      -           218,340                602,840
         Amortization of consulting stock                                    7,880            80,340                115,000
      Change in operating assets and liabilities:
        (Increase) decrease in current assets                                    -           (32,728)                   200
        Increase in accounts payable and accrued expenses                  523,168           403,353              1,100,781
                                                                    ---------------    --------------      -----------------
Net Cash Used by Operating Activities                                      (46,370)          (54,282)            (2,266,082)
                                                                    ---------------    --------------      -----------------
Cash Flows from Investing Activities
      Increase in Fixed Assets                                                   -            (1,200)                (1,200)
      Increase in Other Assets                                            (398,037)         (549,047)              (585,515)
      Sale of marketable securities                                         52,600            98,200                 52,600
      Acquisition - net of cash acquired                                         -                 -               (813,001)
                                                                    ---------------    --------------      -----------------
Net Cash Used In Investing Activities                                     (345,437)         (452,047)            (1,347,116)

Cash Flows from Financing Activities
      Stock issued for cash                                                      -         1,100,000              1,444,750
      Stock issued for debt/assets                                               -                 -                990,000
      Proceeds (Payments on) from notes payable                            418,768          (891,350)             1,238,322
      Proceeds from and payments on notes payable - related party                -           282,500                      -
      Merger accounting                                                          -                 -                (20,875)
                                                                    ---------------    --------------      -----------------
Total Cash from Financing Activities                                       418,768           491,150              3,652,197
                                                                    ---------------    --------------      -----------------
Increase (Decrease) in Cash                                                 26,961           (15,179)                38,999

Cash and Cash Equivalents - Beginning of Period                             12,038            17,572                      -
                                                                    ---------------    --------------      -----------------
Cash and Cash Equivalents - End of Period                                 $ 38,999           $ 2,393               $ 38,999
                                                                    ===============    ==============      =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     Cash paid for interest expense                                            $ -               $ -               $ 13,739
                                                                    ===============    ==============      =================
     Cash paid for income taxes                                                $ -               $ -                    $ -
                                                                    ===============    ==============      =================
NON-CASH TRANSACTIONS
     Stock issued for debt                                                     $ -               $ -              $ 150,000
     Stock issued for marketable securities                                    $ -               $ -                400,000
     Stock issued for other assets                                             $ -         $ 230,000                440,000
     Stock issued for services                                                 $ -         $ 333,340                154,500
                                                                    ---------------    --------------      -----------------
                                                                               $ -               $ -            $ 1,144,500
                                                                    ===============    ==============      =================

The accompanying notes are an integral part of these financial statements

</TABLE>

                                      F-5
<PAGE>
                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                January 31, 2009

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

Organization:

Sun River Energy,  Inc. was incorporated on April 30, 1998, as Dynadapt Systems,
Inc.,  under the laws of the State of Colorado.  On April 28, 2006,  the Company
entered into an "Agreement  and Plan of  Reorganization"  with Sun River Energy,
Inc. (SRE), a privately held Colorado Corporation,  whereby the Company acquired
SRE for the purchase  price of 8,633,333  shares of the Company's  common stock.
The  acquisition of SRE was accounted for by the purchase  method of accounting.
Under purchase accounting, the total purchase price was allotted to the tangible
and intangible  assets and  liabilities of SRE based upon their  respective fair
values as of the closing date based upon valuations and other studies.

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  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 January 8, 2009, Mr. Wesley Whiting  resigned as the Chief Executive  Officer
and Director of the Company. On January 8, 2009, Mr. Redgie Green, a director of
the Company, was appointed the Chief Executive Officer of the Company.

Basis of Presentation:

 Development Stage Company

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

Going Concern

The Company's  financial  statements for the quarter ended January 31, 2009 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 $536,833 for the nine months ended
January 31, 2009 and an  accumulated  deficit  during the  development  stage of
$4,085,323  as of January 31, 2009. At January 31, 2009,  the  Company's  total
current liabilities exceed total current assets by $2,300,103.

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 capitalize
the Company.

                                      F-6

<PAGE>







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

At  January  31,  2009,  the  Company  had  liquidated  all  of  its  marketable
securities. 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, 2009 (an unrealized loss of $137,550 for the nine months ended
January 31, 2008).

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, 2009 (a  realized  loss of $22,997 for the nine months  ended
January 31, 2008).

Deferred Consulting Costs

In May  2007,  the  Company  entered  into a  twelve-month  consulting  services
agreement  with a third party,  in which the party agreed to provide  investment
banking  services.  Compensation  consisted of 100,000  shares of the  Company's
restricted common stock with a market value of approximately  $115,000 (based on
a  closing  market  price of $1.15  per  share at the date the  transaction  was
entered into) The deferred cost is being amortized on a  straight-line  basis as
earned over the twelve-month  period from the date of the agreement.  During the
year ended April 30, 2008,  $107,120 was expensed.  During the nine months ended
January 31, 2009, the remaining $7,880 was expensed.

                                      F-7
<PAGE>







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.

Stock-Based Compensation

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

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

SFAS No.  128,  Earnings  per Share,  requires  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.

                                      F-8
<PAGE>




Recently Issued Accounting Pronouncements

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In March 2008, the FASB issued Statement No. 161,  "Disclosures about Derivative
Instruments  and Hedging  Activities--an  amendment of FASB  Statement  No. 133"
(SFAS 161). The Statement  requires  companies to provide  enhanced  disclosures
regarding derivative  instruments and hedging activities.  It requires companies
to better convey the purpose of  derivative  use in terms of the risks that such
company is intending to manage. Disclosures about (a) how and why an entity uses
derivative instruments,  (b) how derivative instruments and related hedged items
are  accounted for under SFAS No. 133 and its related  interpretations,  and (c)
how derivative instruments and related hedged items affect a company's financial
position,  financial  performance,  and cash flows are required.  This Statement
retains  the same scope as SFAS No. 133 and is  effective  for fiscal  years and
interim  periods  beginning after November 15, 2008. The Company does not expect
the adoption of SFAS 161 to have a material  effect on its results of operations
and financial condition.

In  April  2008,   the  FASB  issued  FASB  Staff   Position  (FSP)  FAS  142-3,
"Determination  of the Useful Life of  Intangible  Assets."  This FSP amends the
factors that should be considered in developing renewal or extension assumptions
used to determine  the useful life of a recognized  intangible  asset under FASB
Statement No. 142,  "Goodwill and Other  Intangible  Assets." The intent of this
FSP is to  improve  the  consistency  between  the useful  life of a  recognized
intangible  asset under Statement 142 and the period of expected cash flows used
to measure the fair value of the asset  under FASB  Statement  No. 141  (Revised
2007),  "Business  Combinations," and other U.S.  generally accepted  accounting
principles  (GAAP).  This FSP is effective for financial  statements  issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal  years.  Early  adoption is  prohibited.  The Company does not expect the
adoption of FAS 142-3 to have a material effect on its results of operations and
financial condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

                                      F-9
<PAGE>





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.

On  September  5, 2008,  the Company  announced  that it had  executed a Farmout
Agreement  with Myriad  Resources,  Inc. on  approximately  17,000  acres of its
northern New Mexico  property.  The Farmout  provided a checkerboard  pattern on
about 14,000 acres and alternating  half-mile wide strips on approximately 3,000
acres.  The Farmout  contemplates  testing through the Pierre Shale and requires
drilling  on or  before  June 1,  2009  with  additional  wells  each  120  days
thereafter.


Note 3 - Notes Payable:

In February 2008, the Company issued an 18% unsecured corporate  promissory note
to a vendor for outstanding amounts owed totaling $373,540 providing for monthly
payments of $50,000 per month,  which the Company has not been able to pay,  and
on which the Company is in default. Company is in discussion on a workout of the
debt.  At January 31,  2009,  the note has a principal  balance of $373,540  and
accrued interest of $46,605.

In January 2008, the Company issued a 7.5% unsecured  corporate  promissory note
in  exchange  for  $175,000  to support  operations.  The note has a due date of
January 31, 2009 which the Company has extended.  At January 31, 2009,  the note
has an  outstanding  principal  balance of  $175,000  and  accrued  interest  of
$10,279.

In December 2007, the Company issued a 7.5% unsecured corporate  promissory note
in  exchange  for  $75,000  to  support  operations.  The note had a due date of
December 31, 2008, which has been extended. At January 31, 2009, the note has an
outstanding principal balance of $75,000 and accrued interest of $3,378.

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
January 31, 2009, the note has an outstanding  principal  balance of $40,627 and
accrued interest of $2,321.

In October 2007, the Company issued a 7.5% unsecured  corporate  promissory note
for  $211,855   consolidating   prior   obligations   is  relating  to  original
acquisition.  The note is due on March 31, 2009.  At January 31, 2009,  the note
has an  outstanding  principal  balance of  $211,855  and  accrued  interest  of
$24,508.

In April  2006,  in  exchange  for  $150,000,  the  Company  issued a 6% secured
corporate promissory note. The note is secured by certain leases in Wyoming held
by the  Company.  During the year  ended  April 30,  2007,  the  Company  repaid
$119,363  of the  outstanding  balance.  At January  31,  2009,  the note has an
outstanding  principal  balance of $30,637 and accrued interest of $3,424. It is
on demand.

On April  10,  2006,  the  Company  issued a 6%  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.  At  January  31,  2009,  the notes had an unpaid
principal balance of $438,290. The new promissory notes have an annual interest
rate of 7.5% and the due date has been extended.  At January 31, 2009, the notes
have an outstanding accrued interest of $35,034.

                                      F-10
<PAGE>





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 a promissory  note
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.  At this
time, the Company has not made payment on the promissory 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 election of LPC to
make a  conversion  of  2,200,000  shares of the  Company's  common stock into a
preferred  note.  For the alleged  conversion  right LPC  Investments is seeking
payment of the amount of  $1,417,000,  interest and attorney fees. At this time,
the Company has filed a response to the complaint,  and intends to defend itself
against the claims.

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

During the nine months ended January 31, 2009, the Company issued 156,563 shares
of  common  stock in  exchange  for  507,500  warrants  and  options  that  were
outstanding.  This was  accounted  for as solely a capital  transaction  between
common stock and additional paid-in capital.

Options

During the nine months  ended  January 31,  2009,  the Company did not grant any
options.

During the nine months  ended  January 31,  2008,  the  Company  issued  options
exercisable  for 60,000 shares of the Company's  common stock.  The options were
granted to a third party at an exercise  prices  ranging from $0.70 to $2.25 per
share. The fair value of the options at the date of grant was $43,340, using the
Black-Scholes Method, and was recorded as compensation expense.  During the nine
months ended January 31, 2009, the Company cancelled the options exercisable for
60,000 shares.

                                      F-11
<PAGE>





A summary of stock option activity for the nine months ended January 31, 2009 is
presented below:

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

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

Outstanding at April 30, 2008                       60,000        $     1.00          1.93 years           $      -
  Granted                                                -                 -                   -                  -
  Exercised                                              -                 -                   -                  -
  Cancelled                                      (60,0000)              1.00                   -
  Expired
Outstanding at January 31, 2009                         -         $        -                   -           $      -
                                            =================     ==========       =================       ========
                                                        -         $        -                   -           $      -
                                            =================     ==========       =================       ========
</TABLE>


Note 5.  Commitments and Contingencies

LITIGATION:

LPC Investment, LLC:

The Company is a defendant in a suit in the Jefferson County District Court (the
"District Court") filed by LPC Investment, LLC ("LPC Investment").  In addition,
to suit for $74,600 plus interest owed under a promissory  note,  LPC Investment
alleges a breach of contract against the Company in connection with the election
of LPC Investment to make conversion of 2,200,000 shares of the Company's common
stock into a preferred note. For the alleged  conversion right LPC Investment is
seeking  payment of the amount of  $1,417,000,  interest and attorney  fees. The
Company intends to vigorously defend itself against the claim. At this time, the
Company has filed a response to the complaint.

If  management  believes  that a loss arising from these matters is probable and
can reasonably be estimated,  the Company records the amount of the loss, or the
minimum  estimated  liability when the loss is estimated  using a range,  and no
point within the range is more probable than another. As additional  information
becomes available,  any potential liability related to these matters is assessed
and the  estimates  are revised,  if  necessary.  Based on  currently  available
information,  management does not believe that a loss from the matters described
above is probable, but it has reserved an amount of $400,000 against a potential
adverse decision in the litigation.  However,  litigation is subject to inherent
uncertainties,  and an  unfavorable  ruling could  result in a material  adverse
impact on the  financial  position  and results of  operations  of the period in
which the outcome is determined.

Note 6.  Subsequent Events.

Litigation

Two vendors  filed suit against the Company in Small Claims Court for $7,500 and
$3,471 in outstanding fees owed for services performed.


The  Company  has  previously  accounted  for both  amounts  in its  outstanding
accounts payable.

Payment of Debt

On February 26, 2009, the Company issued 400,000 shares of its restricted common
stock for the  conversion of $100,000 of an  outstanding  promissory  note.  The
shares were issued at $0.25 per share per the conversion terms in the promissory
note.

                                      F-12

<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,  2008,  and for each of the years in the
two-year  period then ended,  includes a "going concern"  explanatory  paragraph
that describes  substantial  doubt about the Company's  ability to continue as a
going  concern.  Management's  plans in  regard  to the  factors  prompting  the
explanatory  paragraph are  discussed  below and also in Note 2 to the unaudited
quarterly financial statements.

OVERVIEW

The Company had no revenues  during the nine months ended January 31, 2009.  The
Company has minimal capital and minimal cash.

During the year ended April 30,  2008,  the  Company  drilled 3 coal bed methane
wells in the Raton Basin in northern New Mexico, Meyers #1, #2 and #3. All three
wells have shown  multiple  coal zones in logs,  which will be completed to seek
methane gas. Meyers #3 has a lost circulation  problem not correctly resolved in
the cement job.

Over the next six  months,  the  Company  intends to frac the Myers #1 and #2 in
order to test production  thereafter.  The Company has perforated multiple zones
and intends to frac these zones.

The Company  intends to operate all of our prospects in the Raton Basin and hold
working  interest 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 September 4, 2008, the Company entered into a Farmout  Agreement with a third
party,  Myriad Resources  Corporation  ("Myriad").  Under the Farmout Agreement,
Myriad has a right to develop  and  explore  approximately  17,000  acres of our
acreage in the Raton Basin for oil, gas and methane production. If Myriad drills
and  completes  any  wells of  commercial  production,  under  the  terms of the
farmout,  they shall be transferred  100% certain interest in and to the oil and
gas produced from wells  drilled,  subject to a 10%  non-convertible  overriding
royalty interest reserved by the Company, and rights to continue to earn acreage
by drilling.

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>





On January 8, 2009, Mr. Wesley Whiting  resigned as the Chief Executive  Officer
and Director of the Company. On January 8, 2009, Mr. Redgie Green, a director of
the Company, was appointed the Chief Executive Officer of the Company.

In  addition,  the  United  States is  experiencing  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, 2009 compared to
the Three Months Ended January 31, 2008.

During the three  months  ended  January 31, 2009 and 2008,  the Company did not
recognize any revenues from its operating activities.

During the three months ended January 31, 2009,  operating  expenses were $4,421
compared to $38,531  during the three months ended October 31, 2007. The $34,110
decrease  in a result of the  $36,400  decrease  in  consulting  expenses  and a
decrease of $1,278 in office  expenses and a decrease of $1,116  compared to the
prior year.

The Company recognized interest expense of $79,936 during the three months ended
January 31, 2009 compared to $119,214 for the same period in 2008.

During the three months ended  January 31,  2009,  the Company  recognized a net
loss of $483,013,  compared to a net loss of $183,101 for the  comparable  three
months in 2008.  The  increase  of $299,912  was due to the $36,400  decrease in
operating  expenses  combined  with the $39,278  decrease  in  interest  expense
discussed above offset by a $400,000 increase in litigation  expense.  There was
also an unrealized loss of $25,380 in 2008.

Results of Operations for the Nine Months Ended January 31, 2009 compared to the
Nine Months Ended January 31, 2008.

During the nine months  ended  January  31,  2009 and 2008,  the Company did not
recognize any revenues from its operating activities.

During the nine months ended January 31, 2009,  operating  expenses were $24,900
compared to $297,420 during the nine months ended January 31, 2009. The $272,520
decrease in a result of the  $262,700  decrease  in  consulting  expenses  and a
decrease of $13,749 in office expenses compared to the prior year.

The Company recognized interest expense of $110,011 during the nine months ended
January 31, 2009 compared to $403,345 for the same period in 2008.

During the nine months ended January 31, 2009, the Company recognized a net loss
of $536,833,  compared to a net loss of $861,257 for the comparable  nine months
in 2008. The decrease of $324,424 was due to the $272,500  decrease in operating
expenses  combined  with the  $293,334  decrease in interest  expense  discussed
above.  There was also an  unrealized  gain of $40,765 for the nine months ended
January 31, 2009  opposed to an  unrealized  loss of $137,550  for the same nine
month  period in 2008.  There was also a  realized  loss of  $44,034 in the nine
months ended January 31, 2009 compared to a realized loss of $22,997 in the nine
months ended January 31, 2008.

                                       2
<PAGE>







LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended January 31, 2009,  the Company used cash of $46,370
in its  operating  activities.  The  Company  had cash and cash  equivalents  of
$38,999 at January 31, 2009.  The Company used $345,457 in investing  activities
during the nine months ended January 31, 2009. The Company received funds in the
amount of  $418,768  from  financing  activities  during the nine  months  ended
January 31, 2009.  During the nine months ended January 31, 2009 the Company had
a net increase in cash of $26,961.

During the nine months ended January 31, 20008, the Company used cash of $54,282
from its  operating  activities.  The  Company  had a cash  balance of $2,393 at
January 31, 2008. The Company used $452,047 in its investing  activities for the
nine months ended January 31, 2008. The Company received $1,100,000 from sale of
its  common  stock and used  $891,350  to retire  debt as part of its  financing
activities during the nine months ended January 31, 2008

As of January 31, 2009, the Company had sold all of the  marketable  securities.
These securities were carried at an estimated fair value of $11,835 at April 30,
2008 based on quoted market prices. During the three months ended July 31, 2008,
the Company sold 57,400  shares and received  funds of $8,565,  which it used to
support operations.

During the nine months ended January 31, 2009, the Company issued 156,563 shares
of common stock in exchange for  cancellation  507,500 warrants and options that
were outstanding. This was accounted for as solely a capital transaction between
common stock and additional paid-in capital.

On October 24,  2008,  the Company  received  notice  from LPC  Investment,  LLC
("LPC") of a demand of  payment  in  connection  with  $74,600  in an  unsecured
promissory  note  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. On December 12, 2008,  LPC filed a lawsuit,  in the  Jefferson  County
District  Court,  against  the  Company.  The lawsuit  also  alleges a breach of
contract  against the Company in connection  with the promissory  note and seeks
conversion of 2,200,000  shares of the  Company's  common stock into a preferred
note. LPC  Investments  is seeking not only payment of $1,417,000  plus interest
and  attorney  fees.  At this time,  the  Company  has filed a  response  to the
complaint,  and intends to defend  itself  against  the claims.  The Company has
reserved  an amount of  $400,000  against a  potential  adverse  decision in the
litigation.

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

GOING CONCERN

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

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.

                                       3

<PAGE>








ADDITIONAL FINANCING

NEED FOR ADDITIONAL FINANCING

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

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

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

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

ITEM 3.  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 President,  as appropriate,  to allow for timely  decisions
regarding required disclosure.

As required by SEC Rule 15d-15(b), our President 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 President has
concluded  that our  disclosure  controls and procedures are 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 President, to allow timely decisions regarding required disclosure
as a result of the deficiency in our internal  control over financial  reporting
discussed below.

                                       4
<PAGE>




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:

(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,
2009. We believe that internal control over financial reporting is effective. 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.

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, 2009,  that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                                       5
<PAGE>





                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

On October 24,  2008,  the Company  received  notice  from LPC  Investment,  LLC
("LPC") of a demand of payment in connection  with $74,600 in a promissory  note
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.  At this
time, the Company has not made payment on the promissory 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 election of LPC to
make a  conversion  of  2,200,000  shares of the  Company's  common stock into a
preferred note. For the alleged  conversion right LPC Investments is seeking not
only payment of the amount of  $1,417,000  interest and attorney  fees.  At this
time, the Company has filed a response to the  complaint,  and intends to defend
itself against the claims.

Two vendors  filed suit against the Company in Small Claims Court for $7,500 and
$3,471 in outstanding fees owed for services performed.

On February 12, 2009, Dash Hot Services,  Inc. filed suit against the Company in
the Jefferson  County Small Claims Court for $3,471 in outstanding fees owed for
services performed.

The  Company  has  previously  accounted  for both  amounts  in its  outstanding
accounts payable.


ITEM 2.  CHANGES IN SECURITIES

The Company did not make any unregistered  sales of its securities from November
1, 2008 through January 31, 2009.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

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

               NONE.

ITEM 5.  OTHER INFORMATION

               NONE.

ITEM 6.  EXHIBITS

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


                                        6

<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 23, 2009      By: /s/Redgie Green
                             -------------------
                                    Redgie Green, President & Chief
                                    Accounting Officer