UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the quarterly period ended January 31, 2008

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

            For the transition period from __________ to ___________

                       Commission file number: 000-27485


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

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


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

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

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to the filing  requirements  for the past 90
days. Yes [X] No [ ]

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

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

As of March 14, 2008,  there were  15,075,768  shares of the  registrant's  sole
class of common shares outstanding.

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



<PAGE>


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


PART I - FINANCIAL INFORMATION

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

         Report of Independent Registered Public Accounting Firm                           F-1

         Consolidated Balance Sheet - January 31, 2008 and April 30, 2007                  F-2

         Consolidated Statement of Operations  -  Nine and Three months ended
         January 31, 2008 and 2007 and From October 22, 2002 (Inception) to
         January 31, 2008                                                                  F-3

         Consolidated Statement of Changes in Stockholders' Equity (Deficit) -
         From October 22, 2002 (Inception) to January 31, 2008                             F-4

         Consolidated  Statement of Cash Flows - Nine months  ended  January 31,
         2008 and 2007 and From October 22, 2002 (Inception) to January 31, 2008           F-6

         Notes to Consolidated Financial Statements                                        F-7

Item 2.  Management's Discussion and Analysis                                               1

Item 3. Controls and Procedures                                                             3

Item 3A(T).  Controls and Procedures                                                        3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                                  4

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

Item 3.  Defaults Upon Senior Securities - Not Applicable                                   4

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

Item 5.  Other Information - Not Applicable                                                 5

Item 6.  Exhibits                                                                           5

SIGNATURES                                                                                  6

</TABLE>


<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS


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


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Sun River Energy, Inc.

We have  reviewed  the  accompanying  consolidated  balance  sheet of Sun  River
Energy,  Inc., a  development  stage of company,  as of January 31, 2008 and the
related  consolidated  statements  of operations  for the nine and  three-months
ended January 31, 2008 and 2007, the related  consolidated  statement of changes
in stockholders' equity (deficit) and the related consolidated statement of cash
flows for the  nine-months  ended  January  31, 2008 and 2007.  These  financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance  with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the  standards of the Public  Company  Accounting  Oversight  Board (United
States),  the objective of which is the  expression of an opinion  regarding the
financial statements as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States.

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


March 17, 2008
Jaspers + Hall, PC
/s/ Jaspers + Hall, PC




                                       F-1



<PAGE>
<TABLE>
<CAPTION>

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

<S>                                                                      <C>               <C>

                                                                          (Unaudited)        (Audited)
                                                                          January 31,        April 30,
                                                                             2008               2007
                                                                         --------------    ---------------
ASSETS:

Current Assets:
        Cash                                                                   $ 2,393           $ 17,572
        Marketable Securities                                                   63,450            299,200
        Stock Subscription Receivable                                                -          1,100,000
                                                                         --------------    ---------------
Total Current Assets                                                            65,843          1,416,772
                                                                         --------------    ---------------
Fixed Assets - net of accumulated depreciation of $120                           1,080                  -
                                                                         --------------    ---------------
Other Assets:
        Advances on farmout                                                     32,728                  -
        Prepaid Expenses                                                         1,970                  -
        Leases                                                               7,324,000          7,324,000
        Well development                                                       779,047                  -
        Mineral Rights                                                         100,000            100,000
                                                                         --------------    ---------------
Total Other Assets                                                           8,237,745          7,424,000
                                                                         --------------    ---------------
TOTAL ASSETS                                                                $8,304,668        $ 8,840,772
                                                                         ==============    ===============
LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
        Accounts Payable and Accrued Expenses                                $ 878,463          $ 505,298
        Notes Payable                                                        3,373,339          4,046,637
        Notes Payable - Related Parties                                        502,738            408,102
                                                                         --------------    ---------------
Total Current Liabilities                                                    4,754,540          4,960,037
                                                                         --------------    ---------------
Long-Term Liabilities
        Notes Payable - net of current portion                               2,700,000          2,700,000
                                                                         --------------    ---------------
Total Long-Term Liabilities                                                  2,700,000          2,700,000
                                                                         --------------    ---------------
TOTAL LIABILITIES                                                            7,454,540          7,660,037

Stockholders' Equity:
    Common stock, $0.0001 par value; 100,000,000 shares                          1,508              1,475
        authorized, 15,075,768 and 14,745,768 shares issued
        and outstanding as of January 31, 2007 and April 30, 2007,
        respectively
    Additional paid-in capital                                               2,754,006          2,190,699
    Deferred consulting expense                                                (32,690)                 -
    Deficit accumulated during the development stage                        (1,872,696)        (1,011,439)
                                                                         --------------    ---------------
Total Stockholders' Equity                                                     850,128          1,180,735
                                                                         --------------    ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $8,304,668        $ 8,840,772
                                                                         ==============    ===============

See  accountant's  review  report  and  notes  to these  consolidated  financial
statements.

</TABLE>

                                      F-2


<PAGE>
<TABLE>
<CAPTION>

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

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

                                              Three-Months Ended              Nine-Months Ended            October 22, 2002
                                                  January 31,                     January 31,              (Inception) to
                                             2008            2007            2008            2007        January 31, 2008
                                         --------------  --------------  --------------  -------------   ------------------
Revenue:
     Income                                        $ -             $ -             $ -            $ -                  $ -
                                         --------------  --------------  --------------  -------------   ------------------
Total Income                                         -               -               -              -                    -

Costs and Expenses:
      Consulting                                36,400          22,000         270,580        204,200              592,305
      Accounting & Legal                            60           7,925           5,510         29,925              263,976
      Lease Expenses                                 -           1,510               -         41,570               41,296
      Office Expenses                            1,897           1,388          20,713          6,880               68,980
      Depreciation                                   -               -             120              -                  120
      Bank Charges                                 174             106             497            254                  758
                                         --------------  --------------  --------------  -------------   ------------------
Total Expenses                                  38,531          32,929         297,420        282,829              967,435
                                         --------------  --------------  --------------  -------------   ------------------
Loss From Operations                           (38,531)        (32,929)       (297,420)      (282,829)            (967,435)
                                         --------------  --------------  --------------  -------------   ------------------

Other Income (Expenses)
      Interest income                               24             222              55            277                  743
      Interest expense                        (119,214)       (131,915)       (403,345)      (151,665)            (682,616)
      Realized loss on investments                   -          (7,183)        (22,997)        (7,183)             (33,038)
      Unrealized loss on investments           (25,380)        (33,200)       (137,550)       (73,200)            (190,350)
                                         --------------  --------------  --------------  -------------   ------------------
Net Loss                                     $(183,101)      $(205,005)     $ (861,257)     $(514,600)        $ (1,872,696)
                                         ==============  ==============  ==============  =============   ==================
Per Share Information
  Loss per common share                     $ (0.01)        $ (0.02))       $    (0.06)       $ (0.05)             05)
                                         ==============  ==============  ==============  =============
  Weighted average number
    of shares outstanding                   15,075,768      12,544,768      14,955,551     11,272,207
                                         --------------  --------------  --------------  -------------
*   Less than $(0.01) per share

See  accountant's  review  report  and  notes  to these  consolidated  financial
statements.

</TABLE>

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


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

                                                                                               Deficit
                                                   COMMON STOCK             Additional       Accum. During       Total
                                                                             Paid-in        Development       Stockholders'
                                            # of Shares       Amount         Capital           Stage          Equity (Deficit)
                                           --------------   ------------   -------------   ---------------   -------------------
Balance - October 22, 2002                             -            $ -             $ -               $ -              $ -
Stock issued for cash                              1,000              1              49                 -               50
Net Loss for Period                                    -              -               -               (50)             (50)
                                           --------------   ------------   -------------   --------------    --------------
Balance - December 31, 2002                        1,000              1              49               (50)               -
                                           --------------   ------------   -------------   ---------------   --------------
Net Loss for Year                                      -              -               -                 -                -
                                           --------------   ------------   -------------   ---------------   --------------
Balance - December 31, 2003                        1,000              1              49               (50)               -
                                           --------------   ------------   -------------   ---------------   --------------
Net Loss for Year                                      -              -               -                 -                -
                                           --------------   ------------   -------------   ---------------   --------------
Balance - December 31, 2004                        1,000              1              49               (50)               -
                                           --------------   ------------   -------------   ---------------   --------------
Issuance of shares for Merger                  9,033,333            903         436,763                 -          437,666
Merger accounting                                484,500             48         (20,923)                -          (20,875)
Value of subsidiary in excess
 of related party's basis                              -              -        (866,667)                -         (866,667)
Net Loss for Year                                      -              -               -          (350,050)        (350,050)
                                           --------------   ------------   -------------   ---------------   --------------
Balance - April 30, 2006                       9,518,833            952        (450,778)         (350,100)        (799,926)
                                           --------------   ------------   -------------   ---------------   --------------
Issuance of Stock for Cash                       795,000             80         397,420                 -          397,500
     at $0.50 per share plus
      warrant at $0.75
Issuance of Stock for Debt                       242,935             24         149,976                 -          150,000
     at $0.62 per share
Issuance of Stock for Marketable
     Securities                                  800,000             80         399,920                 -          400,000
     at $0.50 per share
Issuance of Stock for Services                   309,000             31         154,469                 -          154,500
     at $0.50 per share
Issuance of Stock for Lease acquisition          880,000             88         439,912                 -          440,000
Issuance of Stock for Cash                     2,200,000            220       1,099,780                 -        1,100,000
Net Loss for Year                                      -              -               -          (661,339)        (661,339)
                                           --------------   ------------   -------------   ---------------   --------------
Balance - April 30, 2007                      14,745,768          1,475       2,190,699        (1,011,439)       1,180,735
                                           --------------   ------------   -------------   ---------------   --------------
Stock issued for services                        330,000             33         519,967                 -          520,000
Options issued                                         -              -          43,340                 -           43,340
Net Loss for Period                                    -              -               -          (861,257)        (861,257)
                                           --------------   ------------   -------------   ---------------   --------------
Balance - January 31, 2008                    15,075,768        $ 1,508      $2,754,006      $ (1,872,696)       $ 882,818
                                           ==============   ============   =============   ===============   ==============

See  accountant's  review  report  and  notes  to these  consolidated  financial
statements.

</TABLE>

                                      F-4


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

                                                                              Nine-Months Ended           October 22, 2002
                                                                                 January 31,               (Inception) to
                                                                            2008             2007         January 31, 2008
                                                                        --------------    ------------    ------------------
Cash Flows from Operating Activities:

     Net Loss                                                              $ (861,257)     $ (514,601)         $ (1,872,696)
      Adjustments to reconcile net loss to
      net cash used by operating activities:
         Depreciation                                                             120               -                   120
         Unrealized loss on marketable securities                             137,550          73,200               190,350
         Stock issued for services                                            218,340         154,500               372,840
         Amortization of consulting stock                                      80,340               -                80,340
         Increase in current assets                                           (32,728)       (366,000)           (1,431,928)
         Increase (decrease) in accounts payable and accrued expenses         403,353         (10,472)              908,651
                                                                        --------------    ------------    ------------------
Net Cash Used by Operating Activities                                         (54,282)       (663,373)           (1,752,323)
                                                                        --------------    ------------    ------------------
Cash Flows from Investing Activities:
     Increase in fixed assets                                                  (1,200)              -                (1,200)
     Increase in other assets                                                (549,047)              -              (549,047)
     Sale of marketable securities                                             98,200               -                98,200
     Acquisition of Wyoming lease                                                   -      (7,040,000)           (7,040,000)
     Acquisition - net of cash acquired                                             -               -              (813,001)
                                                                        --------------    ------------    ------------------
Net Cash Used for Investing Activities                                       (452,047)     (7,040,000)           (8,305,048)
                                                                        --------------    ------------    ------------------
Cash Flows from Financing Activities:
     Stock issued for cash                                                  1,100,000         397,500             2,544,750
     Stock issued for debt and assets                                               -         990,000               990,000
     Payments of and proceeds from notes payable                             (891,350)      6,526,336             5,855,287
     Proceeds from and payments of notes payable - related party              282,500        (191,898)              690,602
     Merger accounting                                                              -               -               (20,875)
                                                                        --------------    ------------    ------------------
Net Cash Provided by Financing Activities                                     491,150       7,721,938            10,059,764
                                                                                                           `
Net (Decrease) Increase in Cash & Cash Equivalents                            (15,179)         18,565                 2,393

Beginning Cash & Cash Equivalents                                              17,572             999                     -

Ending Cash & Cash Equivalents                                                $ 2,393        $ 19,564               $ 2,393
                                                                        ==============    ============    ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     Cash paid for interest expense                                         $ 242,163        $ 11,988             $ 129,535
                                                                        ==============    ============    ==================
     Cash paid for income taxes                                                   $ -             $ -                   $ -
                                                                        ==============    ============    ==================
NON-CASH TRANSACTIONS
     Stock issued for interest expense                                       $ 51,000             $ -              $ 51,000
                                                                        ==============    ============    ==================
     Stock issued for debt                                                        $ -        $150,000             $ 150,000
                                                                        ==============    ============    ==================
     Stock issued for marketable securities                                       $ -        $400,000             $ 400,000
                                                                        ==============    ============    ==================
     Stock issued for assets                                                $ 230,000        $154,500             $ 670,000
                                                                        ==============    ============    ==================
     Stock issued for services                                              $ 333,340             $ -             $ 333,340
                                                                        ==============    ============    ==================

See  accountant's  review  report  and  notes  to these  consolidated  financial
statements.

</TABLE>

                                      F-5

<PAGE>



                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                January 31, 2008

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

Organization:

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

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

The Company's fiscal year end is April 30th.

Basis of Presentation - Development Stage Company:

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

Marketable Securities:

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

                                      F-6

<PAGE>




At January 31, 2008,  marketable  securities consist of 158,000 shares of common
stock of Tonga. These securities are carried at estimated fair value ($88,830 at
July 31,  2007) based upon quoted  market  prices,  and are  included in current
assets in the Company's January 31, 2008 balance sheet.

Unrealized gains and losses are computed on the basis of specific identification
and are reported as a component of other income  (loss),  included as a separate
item  on  the  Company's  statement  of  operations.  The  Company  reported  an
unrealized  loss on  marketable  securities  of $137,550  during the nine months
ended January 31, 2008 ($25,380 for the three 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 $22,997  during the nine months
ended January 31, 2008 ($0 for the three 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
nine months ended January 31, 2008,  $80,340 was expensed ($26,780 for the three
months ended January 31, 2008).

Stock-Based Compensation:

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

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

During the nine months ended January 31, 2008, the Company  granted 60,000 stock
options to the 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 and was
recorded as compensation  expense. The Company used the following assumptions to
determine  the fair value of stock  option  grants  during the nine months ended
January 31, 2008:

                                      F-7

<PAGE>

                                                         2008

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

The Company did not grant any options  during the nine months ended  January 31,
2007.

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

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

A summary of stock option activity for the nine months ended January 31, 2008 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 May 1, 2007                               -           $     -                   -           $      -
  Granted                                           60,000              1.00          1.93 years                  -
  Exercised                                              -                 -                   -                  -
  Expired
                                            --------------          --------          ----------           --------
Outstanding at January 31, 2008                     60,000          $   1.00          1.93 years           $      -
                                            ==============          ========          ==========           ========
</TABLE>

At January 31, 2008, all outstanding and exercisable options were fully vested.

Net Loss Per Share:

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

Other Comprehensive Income:

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

                                      F-8

<PAGE>




Recently Issued Accounting Pronouncements:

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

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

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

The Company adopted FASB  Interpretation  No. 48, "Accounting for Uncertainty in
Income  Taxes"  ("FIN 48") on July 1, 2007.  The  Company did not  identify  any
controversial  tax  positions  taken  on open  tax  years  and did not  have any
unrecognized  tax benefits,  and there was no effect on the Company's  financial
condition  or  results of  operations  as a result of  implementing  FIN 48. The
Company files income tax returns in the U.S.  federal  jurisdiction  and various
state  jurisdictions.  The  Company  is no longer  subject to U.S.  federal  tax
examinations for years before 2003. State  jurisdictions  that remain subject to
examination  range from 2002 to 2006. The Company does not believe there will be
any material  changes in its unrecognized tax positions over the next 12 months.
The  Company's  policy  is  to  recognize  interest  and  penalties  accrued  on
unrecognized  tax benefits as a component of income tax expense.  As of the date
of  adoption  of FIN 48,  the  Company  did not have  any  accrued  interest  or
penalties  associated with any unrecognized tax benefits and no interest expense
or penalties were recognized during the quarter.

                                      F-9

<PAGE>





In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  ("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 also
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 the Company engages in will be recorded
and disclosed  following  existing GAAP until July 1, 2009. The Company  expects
SFAS No. 141R will have an impact on accounting for business  combinations  once
adopted, but the effect is dependent upon acquisitions at that time.

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 will not have a material  impact on
the Company's financial position or results of operations.

Note 2 - Going Concern:

The Company's financial  statements have been prepared on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company reported a net loss
of $861,257 for the nine months ended January 31, 2008 ($183,101 in three months
ended January 31, 2008) and an accumulated  deficit during the development stage
of $1,872,696 as of January 31, 2008. At January 31, 2008,  the Company's  total
current liabilities exceed total current assets by $4,688,697.

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

Note 3 - Leases and Mineral Rights:

The property is valued at $214,000 for 3,200 acres of leases in Wyoming assigned
from Nova Leasing,  Inc., and Sharon  Fowler.  This is the amount of the 2 notes
listed in Note 6. The Mineral rights in New Mexico are valued at $100,000, which
is based on the predecessor basis in mineral rights.

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

                                      F-10

<PAGE>





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

Note 4 - Notes Payable:

As of January 31, 2008, Notes Payable consisted of the following:
<TABLE>
<CAPTION>
<S>                      <C>        <C>      <C>           <C>         <C>          <C>         <C>          <C>

                                    Rate     Principal     Repay       Balance      Interest    Due          Security
                                    ----     ---------     -----       -------      --------    ---          --------


Nova Leasing, Inc.       4/12/06    6.00%    $   64,000      -       $   64,000  $  6,657      9/30/07      Lease
                         4/20/06    6.00%    $  150,000   $119,363   $   30,637  $  1,118      9/30/07      Lease
Lender Facilities, LLC   10/8/07    7.5%     $  314,527       -      $  314,527  $  1,486      10/8/08      None
Nova  Leasing,  Inc. WY  11/3/06    7.5%     $6,600,000   $858,603   $5,741,397  $217,072     10/15/08      Lease
M. A. Littman            10/15/07   7.5%     $   44,988   $ 14,747   $   30,241  $    765     On Demand
M.A. Littman             10/8/07    7.5%     $  123,763        -     $  123,763  $    585      10/8/08      None
M.A. Littman             1/28/07             $  125,000        -     $  125,000  $      -      7/28/08      None
LPC Investments          10/31/07     --     $   12,000   $ 10,000   $    2,000  $      -     On Demand     None
John Bradley                          --     $    8,000   $  8,000   $        0  $      -     On Demand     None
Kevin Paul                                   $   60,000           -  $   60,000
                                             $   75,000
</TABLE>

Note Payable - Related Party

On April 10, 2006, the Company issued a 6% secured corporate promissory note for
$600,000,  to a  shareholder  of the  Company,  Mr.  Robert  A.  Doak,  Jr.  The
promissory  note had an  original  due date of March 31,  2007.  During the year
ended April 30,  2007,  the Company  made  payments of $191,898 on the note.  On
April 10, 2007,  Mr. Doak agreed to extend the payment of note for 6 months.  On
October 8, 2007,  Mr. Doak  assigned  the note and accrued  interest to Mr. M.A.
Littman and Lender  Facilities,  LLC in the amounts of  $123,763  and  $314,527,
respectively.  The new promissory notes have an annual interest rate of 7.5% and
a due date of October 15, 2008.

Note 5 -Stockholders' Equity:

Common Stock

During the nine months ended January 31, 2008,  the Company issued 20,000 shares
of its  restricted  common  stock as payment for an extension on the due date of
the  $64,000  promissory  note due to Nova  Leasing.  The  shares had a value of
$51,000 based on a closing market price of $2.55 per share.

During the nine months ended January 31, 2008, the Company issued 100,000 shares
of its  restricted  common  stock as payment  for  services in  connection  with
drilling  activities.  The  shares had a value of  $190,000,  based on a closing
market price of $1.90 per share.

                                      F-11

<PAGE>





During the nine months ended January 31, 2008,  the Company issued 60,000 shares
to a third party as payment for services in negotiating drilling contracts.  The
shares had a value of  $114,000,  based on a closing  market  price of $1.90 per
share.

During the nine months ended January 31, 2008, the Company issued 150,000 shares
to  third  parties,   as  payment  for  services  in  connection  with  drilling
activities.  The shares  had a value of  $163,967,  based on an average  closing
market price of $1.10 per share.

During the nine months  ended  January 31,  2008,  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 nine  months  ended  January 31,  2008,  $83,340 was
expensed ($26,780 for the three months ended January 31, 2008).

                                      F-12

<PAGE>


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

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

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

RESULTS OF OPERATION

Results of Operations for the Nine Months Ended January 31, 2008 Compared to the
Nine Months Ended January 31, 2007

During the nine months  ended  January  31,  2008 and 2007,  the Company did not
recognize any revenues from its operating activities.

During the nine months ended January 31, 2008,  operating expenses were $297,420
compared to $282,829  during the nine months ended January 31, 2007. The $14,591
increase is due to the increased  operating  activity  level of the Company over
the previous period. The Company incurred $270,580 in consulting expenses during
the nine months ended January 31, 2008.

                                       1

<PAGE>





The Company recognized interest expense of $403,345 during the nine months ended
January 31, 2008.  Interest expenses  increased by $251,680 compared to the nine
months  ended  January  31,  2007.  The  increase is due to an increase in notes
payables over the fiscal year to support  operations.  Interest expense includes
an expense of  $51,000.  The Company  issued  20,000  shares to Nova  Leasing in
connection  with the  extension  of the $64,000 note held by Nova  Leasing.  The
shares were deemed to have a value of $51,000 based on the closing  market price
of $2.55 per share.

During the nine months ended January 31, 2008, the Company recognized a net loss
of  $861,257,  compared  to a net loss of  $514,600  for the nine  months  ended
January 31,  2008.  The  increase of $346,657  was due the  increase in interest
expenses  caused by the increase in the Company's  notes payables over the prior
period.

Results of  Operations  for the Three Months Ended  January 31, 2008 Compared to
the Three Months Ended January 31, 2007

During the three  months  ended  January 31, 2008 and 2007,  the Company did not
recognize any revenues from its operating activities.

During the three months ended January 31, 2008,  operating expenses were $38,531
compared to $32,929  during the three months ended January 31, 2007.  The $5,602
increase is due to the increased  operating  activity  level of the Company over
the previous period. The Company incurred $36,400 in consulting  expenses during
the three months ended January 31, 2008.

The Company  recognized  interest  expense of $119,214  during the three  months
ended January 31, 2008.  Interest expenses  decreased by $12,701 compared to the
three months ended January 31, 2007.

During the three months ended  January 31,  2008,  the Company  recognized a net
loss of $183,101,  compared to a net loss of $205,005 for the three months ended
January 31,  2007.  The  decrease  of $21,904  was due the  decrease in interest
expense and a decrease in unrealized losses on investment securities.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended January 31, 2008,  the Company used cash of $54,282
in its operating activities. The Company had cash of $2,393 at January 31, 2008.
The Company used  $452,047 in investing activities  during the nine months ended
January 31, 2008. The Company  received  $491,150 from its financing  activities
during the nine months  ended  January 31,  2008.  During the nine months  ended
January 31, 2008, the Company had a net decrease in cash of $15,179.

During the nine months ended January 31, 2007, the Company used cash of $663,373
in its  operating  activities.  The  Company  had a cash  balance  of $19,564 at
January 31, 2007. The Company used $7,040,000 in investing activities during the
nine months ended January 31, 2007.  The Company  received  $7,721,938  from its
financing activities during the nine months ended January 31, 2007.

The Company during the nine months ended January 31, 2008,  received  $1,100,000
from the payment of a subscription  receivable.  In exchange for the receivable,
the Company issued 2,200,000 of its common shares at the time of the issuance of
the  receivable in April 2007. The Company used these funds to make a payment on
$6,600,000 note payable owed to Nova Leasing, LLC.

                                       2

<PAGE>




During the nine months  ended  January 31,  2008,  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 nine  months  ended  January 31,  2008,  $83,340 was
expensed ($26,780 for the three months ended January 31, 2008).

During the nine months  ended  January 31,  2008,  the Company  entered  into an
agreement with a third party for public relation services. Compensation consists
of options  of 10,000  shares of the  Company's  common  stock per month,  to be
issued at the end of each month of service.  The options are to have a term of 2
years from the date of issuance and an exercise  price to be  determined  by the
closing  market price on the last day of each month of service.  The options are
fully vested at issuance and will  provide for  cashless  exercise.  The Company
granted 60,000 stocks  options to the 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 $43,430 and was recorded as compensation expense.

During the nine months ended January 31, 2008, the Company issued 100,000 shares
of its  restricted  common  stock as payment  for  services in  connection  with
drilling  activities.  The  shares had a value of  $190,000,  based on a closing
market price of $1.90 per share.

During the nine months ended January 31, 2008, the Company issued 150,000 shares
to  third  parties,   as  payment  for  services  in  connection  with  drilling
activities.  The shares  had a value of  $163,967,  based on an average  closing
market price of $1.10 per share.

At January 31, 2008,  marketable  securities consist of 141,400 shares of common
stock of Tonga. These securities are carried at estimated fair value ($63,450 at
January 31, 2008) based upon quoted market prices.  During the nine months ended
January 31, 2008,  the Company sold 34,600 shares and received funds of $98,200,
which it used to support operations.

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

Going Concern

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

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

ADDITIONAL FINANCING

NEED FOR ADDITIONAL FINANCING

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

                                       3

<PAGE>





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

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

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


ITEM 3.  CONTROLS AND PROCEDURES

a.       Evaluation of Disclosure Controls and Procedures:

The  management of the company has evaluated the  effectiveness  of the issuer's
disclosure  controls  and  procedures  as of the end of the period of the report
January 31, 2008 and have  concluded  that the  disclosure  controls,  internal
controls and procedures are adequate and effective  based upon their  evaluation
as of the evaluation date.

b.       Changes in Internal Control over Financial Reporting:

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

ITEM 3(A)T. CONTROLS AND PROCEDURES

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

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE

                                       4

<PAGE>




ITEM 2.  CHANGES IN SECURITIES

The  Company  made  the  following  unregistered  sales of its  securities  from
November 1, 2007 through January 31, 2007.

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

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

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

    11/30/07           Options                     10,000        Consulting Services              Business Associate
</TABLE>

Exemption From Registration Claimed

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE

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

                NONE.

ITEM 5.  OTHER INFORMATION

                NONE.


ITEM 6.  EXHIBITS

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

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

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


                                       5

<PAGE>






                                   SIGNATURES


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





                             SUN RIVER ENERGY, INC.
                                  (Registrant)



Dated: March 17, 2008                        By: /s/ Wesley Whiting
                                                 ------------------
                                                     Wesley Whiting, President &
                                                     Chief Accounting Officer

                                       6