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 October 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)

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



<PAGE>






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

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

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

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

As of December 18, 2009, there were 18,377,995 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 - October 31, 2009 and April 30, 2009 (Audited)                    F-1

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

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

         Statements of Cash Flows -
                  Six months ended October 31, 2009 and 2008 and
                  From October 22, 2002 (Inception) to October 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 1A. Risk Factors - Not Applicable                                                      5

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

Item 3.  Defaults Upon Senior Securities - Not Applicable                                   6

Item 4.  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 SHEETS
<S>                                                                       <C>               <C>


                                                                           October 31,        April 30,
                                                                               2009              2009
                                                                          ---------------   ---------------
                                                                           (Unaudited)        (Audited)

Assets
        Current Assets:
               Cash and cash equivalents                                        $ 41,804          $ 38,851
                                                                          ---------------   ---------------
        Total Current Assets                                                      41,804            38,851
                                                                          ---------------   ---------------
        Fixed Assets, net of depreciation $1,740 and $1,200, respectively              -               540

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

Total Assets                                                                 $ 1,040,585       $ 1,034,701
                                                                          ===============   ===============

Liabilities and Stockholders' Deficit
        Current liabilities
               Accounts payable                                                $ 526,428         $ 320,589
               Accrued interest payable                                          120,576           168,866
               Accrued litigation expense                                        400,000           400,000
               Drilling bonds payable                                             37,508            37,508
               Notes payable                                                     713,058         1,350,780
                                                                          ---------------   ---------------
        Total Current Liabilities                                              1,797,570         2,277,743

Stockholders'  Deficit

        Common stock, $0.0001 par value; 100,000,000 shares
          authorized, 17,957,995 and 16,317,423 shares issued and
          outstanding at October 31, 2009 and April 31, 2009, respectively         1,796             1,632
        Additional paid-in capital                                             4,611,206         3,135,132
        APIC unexercised warrants                                              2,129,700         1,996,060
        Deficit accumulated during the development stage                      (7,499,713)       (6,375,866)
                                                                          ---------------   ---------------
               Total Stockholders' Deficit                                      (757,011)       (1,243,042)
                                                                          ---------------   ---------------
Total Liabilities and Stockholders' Deficit                                  $ 1,040,559       $ 1,034,701
                                                                          ===============   ===============

See the notes to these financial statements.

                                      F-1

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



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

                                                         For the Three Months Ended                For the Six Months Ended
                                                                October 31,                              October 31,
                                                          2009                2008                 2009                2008
                                                    -----------------   -----------------    -----------------   -----------------
Revenue:                                                         $ -                 $ -                  $ -                 $ -
                                                    -----------------   -----------------    -----------------   -----------------
Operational expenses:
         Consulting expenses                                 407,400                   -              833,997               7,880
         Director fees                                             -                   -                    -                   -
         Depreciation                                            540                  60                  540                 120
         Lease expenses                                            -               1,969                    -                   -
         Litigation expense                                        -                   -                    -                   -
         General and administrative expenses                 139,966               5,814              304,624              12,480
                                                    -----------------   -----------------    -----------------   -----------------
                 Total operational expenses                  547,906               7,843            1,139,161              20,480
                                                    -----------------   -----------------    -----------------   -----------------
Net loss from operations                                    (547,906)             (7,843)          (1,139,161)            (20,480)
                                                    -----------------   -----------------    -----------------   -----------------
Other Income (Expenses)
         Interest income                                           -                   -                    -                   3
         Interest expense                                    (29,783)            (15,104)             (60,459)            (30,075)
         Debt relief                                          75,773                   -               75,773                   -
         Loss on claim release                                     -                   -                    -                   -
         Realized loss on sale of assets                           -                   -                    -             (44,034)
         Unrealized gain (loss) on investments                     -                   -                    -              40,765
                                                    -----------------   -----------------    -----------------   -----------------
                                                              45,990             (15,104)              15,314             (33,341)
                                                    -----------------   -----------------    -----------------   -----------------
Net loss                                                  $ (501,916)          $ (22,947)         $(1,123,847)          $ (53,821)
                                                    =================   =================    =================   =================
Per share information

Net loss per common share
         Basic                                      $               *   $               *    $               *   $               *
         Fully diluted                                              *                   *                    *                   *
                                                    =================   =================    =================   =================
Weighted average number of common
         stock outstanding                                                    15,208,583                               15,142,175
                                                    =================   =================    =================   =================
         * Less than $(0.01) per share.


See the notes to these financial statements.

                                      F-2
</TABLE>

<PAGE>

                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                      October 22, 2002
                                                       (inception) to
                                                      October 31, 2008
                                                    ----------------------
Revenue:                                                              $ -
                                                    ----------------------
Operational expenses:
         Consulting expenses                                    3,772,823
         Director fees                                            112,500
         Depreciation                                               1,200
         Lease expenses                                           689,521
         Litigation expense                                       400,000
         General and administrative expenses                      464,222
                                                    ----------------------
                 Total operational expenses                     5,440,266
                                                    ----------------------
Net loss from operations                                       (5,440,266)
                                                    ----------------------
Other Income (Expenses)
         Interest income                                            2,112
         Interest expense                                      (1,022,635)
         Debt relief                                              505,418
         Loss on claim release                                 (1,298,603)
         Realized loss on sale of assets                         (245,739)
         Unrealized gain (loss) on investments                          -
                                                    ----------------------
                                                               (2,059,447)
                                                    ----------------------

Net loss                                                     $ (7,499,713)
                                                    ======================

See the notes to these financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>



                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
           From October 22, 2002 (Inception) through October 31, 2009
                                   (Unaudited)
<S>                               <C>           <C>         <C>          <C>          <C>          <C>

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


Balance - October 22, 2002                -          $ -          $ -          $ -          $ -           $ -
Stock issued for cash                 1,000            1           49            -            -            50
Net Loss for Period                       -            -            -            -          (50)          (50)
                                  ----------     --------   ----------   ----------   ----------   -----------
Balance - December 31, 2002           1,000            1           49            -          (50)            -
                                  ----------     --------   ----------   ----------   ----------   -----------
Net Loss for Year                         -            -            -            -            -             -
                                  ----------    ---------   ----------   ----------   ----------   -----------
Balance - December 31, 2003           1,000            1           49            -          (50)            -
                                  ----------    ---------   ----------   ----------   ----------   -----------
Net Loss for Year                         -            -            -            -            -             -
                                  ----------    ---------   ----------   ----------   ----------   -----------
Balance - December 31, 2004           1,000            1           49            -          (50)            -
                                  ----------    ---------   ----------   ----------   ----------   -----------
Issuance of shares for Merger     9,033,333          903      436,763            -            -       437,666
Merger accounting                   484,500           48      (20,923)           -            -       (20,875)
Value of subsidiary in excess
 of related party's basis                 -            -     (866,667)           -            -      (866,667)
Net Loss for Year                         -            -            -            -     (350,050)     (350,050)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Balance - April 30, 2006          9,518,833          952     (450,778)           -     (350,100)     (799,926)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Issuance of Stock for Cash          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
                                  ----------    ---------   ----------   ----------   ----------   -----------
Issuance of Stock for Services      310,000           31      468,969            -            -       469,000
      at $1.51 per share
Issuance of Stock for Interest       20,000            2       50,998            -            -        51,000
      at $2.55 per share
Options issued                            -            -       43,340            -            -        43,340
Net Loss for Year                         -            -            -            -    (2,537,051)  (2,537,051)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Balance - April 30, 2008          15,075,768       1,508    2,754,006            -    (3,548,490)    (792,976)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Issuance of Stock for Services
      at average price of $0.47     485,000           48      228,202            -            -       228,250
Issuance of Stock for Interest
      at average price of $0.28     100,000           10       27,990            -            -        28,000
Issuance of Stock in exchange for
      debt at an average price of
      $0.25                        $500,000           50      124,950            -            -       125,000
Exchange stock for cashless
      warrants                      156,655           16          (16)           -            -             -
Warrants issued for services              -            -            -       36,060            -        36,060
Warrants issued to directors              -            -            -    1,960,000            -     1,960,000
Net loss for year                         -            -            -            -    (2,827,376)  (2,827,376)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Balance - April 30, 2009          16,317,423       1,632    3,135,132    1,996,060    (6,375,866)  (1,243,042)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Issuance of stock for conversion
      of promissory notes         1,024,036          102      255,907            -            -       256,009
Issuance of stock for debt payment  287,545           29      572,250            -            -       572,279
Issuance of stock for services      299,500           30      647,920            -            -       647,950
Issuance of stock for cashless                                                                              -
     warrant exercise                29,491            3           (3)           -            -             -
Issuance of warrants for services         -            -            -      133,640            -       133,640
Net loss for period                       -            -            -            -    (1,123,847)  (1,123,847)
                                  ----------    ---------   ----------   ----------   ----------   -----------
Balance - October 31, 2009        17,957,995     $ 1,796    $4,611,206   $2,129,700   $(7,499,713) $ (757,011)
                                  ==========    =========   ==========   ==========   ==========   ===========



See the notes to these financial statements.


                                      F-4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

                                                                                                         October 22, 2002
                                                                        For the Six Months Ended           (Inception) to
                                                                              October 31,                  October 31,
                                                                        2009               2008                2009
                                                                   ---------------    ---------------   --------------------
Cash Flows from Operating Activities:
        Net Loss                                                     $ (1,123,847)         $ (53,821)          $ (7,499,713)

Adjustments to reconcile net loss to net cash used
        in operating activities:
        Depreciation                                                          540                120                  1,200
        Unrealized gain on marketable securities                                -            (40,765)                     -
        Equity issued for services and interest                           781,590                  -              3,636,740
        Amortization of consulting stock                                        -              7,880                115,000
        Gain on debt                                                      (75,773)                                  (75,773)
Changes in current assets and liabilities:
        Decrease in current assets                                              -             52,600                      -
        Increase in accounts payable                                      403,390             40,001              1,299,546
                                                                   ---------------    ---------------   --------------------
Net Cash (Used) Received by Operating Activities                          (14,100)             6,015             (2,523,000)
                                                                   ---------------    ---------------   --------------------
Cash Flows from Investing Activities:
        Increase in fixed assets                                                -                  -                 (1,200)
        Increase in other assets                                                -            (24,496)              (611,311)
        Acquisition - net of cash acquired                                      -                  -               (813,001)
                                                                   ---------------    ---------------   --------------------
Net Cash used in investing activities                                           -            (24,496)            (1,425,512)

Cash Flows from Financing Activities:
        Common stock issued for cash                                            -                  -              1,444,750
        Common stock issued for debt/assets                                     -                  -              1,115,000
        Proceeds (Payments) from advances                                  37,053                  -                 37,053
        Proceeds (Payments) from notes payable                            (20,000)             6,600              1,330,780
        Merger accounting                                                       -                  -                (20,875)
                                                                   ---------------    ---------------   --------------------
Net Cash Provided by Financing Activities                                  17,053              6,600              3,906,708
                                                                   ---------------    ---------------   --------------------
Net increase (decrease) in Cash                                             2,953            (11,881)               (41,804)

Cash and Cash Equivalents - Beginning of Period                            38,851             12,038                      -
                                                                   ---------------    ---------------   --------------------
Cash and Cash Equivalents - End of Period                                $ 41,804              $ 157              $ (41,804)
                                                                   ===============    ===============   ====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
        Cash paid for interest expense                                        $ -                $ -                    $ -
                                                                   ===============    ===============   ====================
        Cash paid for income taxes                                            $ -                $ -                    $ -
                                                                   ===============    ===============   ====================
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
        Issuance of common stock for payment of
               debt                                                     $ 828,289                $ -            $ 1,103,289
                                                                   ===============    ===============   ====================
        Issuance of common stock for marketable
               securities                                                     $ -                $ -              $ 400,000
                                                                   ===============    ===============   ====================
        Issuance of common stock for other assets                             $ -                $ -              $ 440,000
                                                                   ===============    ===============   ====================
        Issuance of equity for services                                 $ 781,590                $ -            $ 1,164,340
                                                                   ===============    ===============   ====================

See the notes to these financial statements.

                                      F-5
</TABLE>


<PAGE>


                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                    For the Six Months Ended October 31, 2009
                                   (Unaudited)

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

Organization:

Sun River Energy, Inc. (the Company) was incorporated on October 22, 2009, under
the laws of the State of Colorado.

The Company is an  independent  energy  company  engaged in the,  exploration of
North American  unconventional  natural gas properties and  conventional oil and
gas exploration. Its intended operations are principally energy prospects in the
Rocky Mountain region including a coal bed methane prospect located in the Raton
Basin in Northern New Mexico and the Company is seeking other opportunities.

Basis of Presentation:

 Development Stage Company

The Company has not earned any significant  revenues from its limited  principal
operations.  Accordingly,  the Company's  activities  have been accounted for as
those of a "Development  Stage Enterprise".  Among the disclosures  required are
that the Company's financial  statements be identified as those of a development
stage  company,  and that the  statements  of  operation,  stockholders'  equity
(deficit)  and cash  flows  disclose  activity  since the date of the  Company's
inception.

Interim Presentation

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

Going Concern

The  Company's  financial  statements  for the six months ended October 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 $1,123,847  for the six months
ended  October 31, 2009  ($501,916  for the three months ended October 31, 2009)
and an  accumulated  deficit  during the  development  stage of $7,499,713 as of
October 31, 2009. At October 31, 2009, the Company's  total current  liabilities
exceed total current assets by $1,755,766.

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.

                                      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

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

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

Unrealized gains and losses are computed on the basis of specific identification
and are reported as a component of other income  (loss),  included as a separate
item  on  the  Company's  statement  of  operations.  The  Company  reported  an
unrealized gain on marketable  securities of $40,765 during the six months ended
October 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 six months
ended October 31, 2008.

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

Under the fair value recognition  provisions,  stock-based  compensation cost is
measured  at the  grant  date  based  on the  fair  value  of the  award  and is
recognized  as  expenses on a  straight-line  basis over the  requisite  service
period, which is the vesting period.

                                      F-7

<PAGE>




Prior to May 1, 2009,  the Company  entered into a Consulting  Agreement  with a
third party for services.  Payment for such services  includes a monthly payment
of 20,000 shares of the  Company's  common stock and a warrant  exercisable  for
20,000 shares of the Company's  common stock (see below).  During the six months
ended  October 31, 2009,  the Company  issued  120,000  shares of the  Company's
common stock to such consultant.  The Company  recognized an expense of $292,200
(a range of $1.80 to $2.73 per share, based on closing market prices on the date
of issuance.) During the six months ended October 31, 2009, warrants exercisable
for  120,000  shares  were issued by the  Company.  During the six months  ended
October 31,  2009,  the  warrants  exercisable  for 120,000  shares had exercise
prices  ranging  from  $1.90 to $2.73 per  share.  The total  fair  value of the
options  at the  date of grant  was  $133,640  and was  recorded  as  consulting
expense.  The warrants have a term of two years and exercise prices ranging from
$1.90 to $2.73 per share.  The  warrants  were  valued  using the  Black-Scholes
model.

Other Comprehensive Income

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

Loss Per Share

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

Income Taxes

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

Recently Issued Accounting Pronouncements
In  June  2009,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards  Codification  ("ASC") 105, "Generally Accepted Accounting
Principals"  (formerly Statement of Financial  Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual  periods  ending after  September  15,  2009.  We adopted the
provisions of the standard on September 15, 2009,  which did not have a material
impact on our financial statements.
There were various  other  accounting  standards and  interpretations  issued in
2009,  none of which are  expected  to have a material  impact on the  Company's
financial position, operations or cash flows.



                                      F-8
<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.

Note 3 - Notes Payable:

In March 2009, the Company issued a 4.0% unsecured corporate  promissory note to
a vendor for  outstanding  amounts  owed  totaling  $88,230.  The note is due on
demand and requires a monthly payment of $10,000.  At October 31, 2009, the note
has a principal balance of $68,230 and accrued interest of $1,833.

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

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

In October 2007, the Company issued a 7.5% unsecured  corporate  promissory note
in exchange for $40,627 to support operations.  The note has a due on demand. At
October 31, 2009, the note has an outstanding  principal  balance of $40,627 and
accrued interest of $4,742.

In October 2007, the Company issued a 7.5% unsecured  corporate  promissory note
for $211,855.  The note is due on demand. During the three months ended July 31,
2009,  $69,154 in principal of the  promissory  note was converted  into 324,036
shares of the Company's common stock ($0.25 per share). At October 31, 2009, the
note has an outstanding balance of $142,701 and accrued interest of $18,203.

In April  2006,  in  exchange  for  $150,000,  the  Company  issued a 6% secured
corporate  promissory  note.  The note is secured by certain  leases held by the
Company.  At October 31, 2009, the note has an outstanding  principal balance of
$6,637 and accrued interest of $997.

On April 10, 2006, the Company issued a 6% secured corporate promissory note for
$600,000,  to a  shareholder  of the  Company,  Mr.  Robert  A.  Doak,  Jr.  The
promissory  note had an  original  due date of  March  31,  2007 and it has been
assigned to unrelated parties,  the due date extended several times and now been
divided into several notes.  The new unsecured  promissory  notes have an annual
interest  rate of 7.5% and are due on demand.  During the six months  ended July
31, 2009,  principal in the amount of $100,000 was converted into 400,000 shares
of the Company's common stock ($0.25 per share).  At October 31, 2009, the notes
have an unpaid principal balance of $338,290 and accrued interest of $63,973. In
November  2009,  $23,763 in principal  was  converted  into 95,052 shares of the
Company's common stock ($0.25 per share).

                                      F-9
<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  unsecured
promissory  notes  held by LPC.  LPC is  demanding  payment  of the  outstanding
principal and accrued interest.  The promissory note had a due date of September
30, 2008. A payment of $70,000 has been made on the note.

On December 12, 2008, LPC Investments, LLC (LPC Investments) filed a lawsuit, in
the Jefferson County District Court,  against the Company. The lawsuit alleges a
breach of  contract  against  the  Company in  connection  with the payment of a
$74,600  unsecured,  8.75% promissory note and conversion of 2,200,000 shares of
the Company's  common stock into a preferred  note. LPC  Investments  sought not
only payment of the promissory note and accrued interest but also attorney fees.
LPC  dismissed  its  lawsuit,  but never  withdrew  its  Notice  and  Demand for
conversion of promissory note into 2,200,000 shares of the Company.  The Company
continues to record a $400,000 liability in connection with this event.

Note 4 -Stockholders' Deficit:

Preferred Stock

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

Common Stock

Prior to May 1, 2009,  the Company  entered into a Consulting  Agreement  with a
third party for services.  Payment for such services  includes a monthly payment
of 20,000 shares of the  Company's  common stock and a warrant  exercisable  for
20,000 shares of the Company's common stock (see Warrants below). During the six
months  ended  October  31,  2009,  the  Company  issued  120,000  shares of the
Company's common stock to such consultant.  The Company recognized an expense of
$292,200 (a range of $1.80 to $2.73 per share, based on closing market prices on
the date of  issuance.) In addition,  the  Consulting  Agreement  provides for a
one-time  payment of 50,000  shares of the  Company's  restricted  common stock.
These  shares were issued  during the three  months  ended July 31, 2009 and the
Company  recognized  an expense of  $110,000  ($2.20 per share  based on closing
market prices on the date of issuance.)

During the six months ended October 31, 2009,  the Company  issued 65,000 shares
of its  restricted  common stock to  individuals in return for their services on
the Company's  advisory board. The Company recognized an expense of $151,500 (at
prices  ranging from $1.95 to $2.50 per share based on closing  market prices at
the date of issuance.)

During the six months ended October 31, 2009,  the Company  issued 40,000 shares
of its restricted  common stock to Mr. Kelloff and Mr. Leaver for their services
as officers of the Company (40,000 and 10,000 shares, respectively). The Company
recognized  an expense of  $83,500  ($1.95 and $2.50 per share  based on closing
market prices at the date of issuance.)

During the six months ended  October,  2009,  the Company issued 4,500 shares of
its  restricted  common  stock to an  unrelated  third party for services in the
maintenance of the Company's  website.  The Company has recognized an expense of
$11,250  ($2.50  per  share  based  on  closing  market  prices  at the  date of
issuance.)

                                      F-10
<PAGE>




During the six months  ended  October 31,  2009,  the Company  issued  1,024,036
shares  of its  common  stock to  holders  of  promissory  notes as  payment  of
principal  of $244,154 and accrued  interest of $11,855  ($0.25 per share.) (See
Note 3)

During the six months ended October 31, 2009,  the Company issued 287,545 shares
of its  restricted  common stock to vendors as payment for  outstanding  amounts
totaling  $560,712 ($1.95 per share based on closing market price at the date of
issuance.)

During the six months ended October 31, 2009,  the Company  issued 29,491 shares
of its restricted common stock as a result of the cashless exercise of a warrant
for 40,000 shares of the Company's common stock.

Warrants

During the year ended April 30,  2009,  the Company  entered  into a  Consulting
Services  Agreement  with a third party for services.  Payment for such services
includes a monthly payment of 20,000 shares of the Company's  common stock and a
warrant  exercisable for 20,000 shares of the Company's common stock. During the
six months ended  October 31, 2009,  the Company  issued  120,000  shares of the
Company's common stock to such consultant.  The Company recognized an expense of
$292,020 in  connection  with the issuance of the common  stock.  During the six
months ended  October 31, 2009,  warrants  exercisable  for 120,000  shares were
issued by the Company.  The warrants  have a term of 2 years,  exercises  prices
based on  closing  market  price on the last day of the  month of  issuance  and
provide for a cashless exercise.

During the six months ended  October 31,  2009,  the  warrants  exercisable  for
120,000 shares had exercise  prices  ranging from $1.90 to $2.73 per share.  The
total  fair  value  of the  options  at the date of grant  was  $67,020  and was
recorded as consulting  expense.  The Company used the following  assumptions to
determine  the fair value of warrant  grants during the six months ended October
31, 2009:

                                                                     2009
                                                                     ----

                       Expected life                                1 year
                       Volatility                                  128% -  151%
                       Risk-free interest rate                     4.5% - 4.75%
                       Dividend yield                                        0

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

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

A summary of warrant  activity  for the six months  ended  October  31,  2009 is
presented below:

                                      F-11
<PAGE>
<TABLE>
<CAPTION>
<S>                                          <C>             <C>               <C>                 <C>





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

Outstanding at May 1, 2009                       1,440,000        $     2.00          1.93 years           $      -
  Granted                                          120,000                 -          1.92 years                  -
  Exercised                                       (40,000)              0.54                   -                  -
  Expired                                               -                  -                   -                  -
                                                 ---------          --------          ----------            --------
Outstanding at October 31, 2009                  1,520,000          $   2.00          1.93 years           $      -
                                                 =========          ========           ==========           ========
</TABLE>

During the six months ended October 31, 2009,  the Company  issued 29,491 shares
of its  restricted  common stock in connection  with the cashless  exercise of a
warrant exercisable for 40,000 shares.

Note 5.  Subsequent Events.

Litigation

Note Payable - LPC Investments, LLC

On December 12, 2008, LPC Investments, LLC (LPC Investments) filed a lawsuit, in
the Jefferson County District Court,  against the Company. The lawsuit alleges a
breach of  contract  against the  Company in  connection  with the payment of an
unsecured,  8.75%  promissory  note and  conversion  of 2,200,000  shares of the
Company's  common stock into a preferred note. LPC  Investments  sought not only
payment of the unsecured,  8.75%  promissory note and accrued  interest but also
attorney fees. A payment of $70,000 has been made on the promissory note.

On August 18, 2009, the Court granted the Motion to Dismiss filed by LPC in July
2009. The case has been dismissed  without  prejudice and all claims against the
Company have been dropped,  however LPC has not withdrawn its conversion  notice
and demand.  Therefore, the Company has recorded a $400,000 litigation liability
in connection with the conversion notice and demand.

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

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

The Company has evaluated it activities  subsequent to the quarter ended October
31, 2009 and found no other reportable  subsequent events,  then those disclosed
above.

                                      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,  2009,  and for each of the years in the
two-year  period then ended,  includes a "going concern"  explanatory  paragraph
that describes  substantial  doubt about the Company's  ability to continue as a
going  concern.  Management's  plans in  regard  to the  factors  prompting  the
explanatory  paragraph are  discussed  below and also in Note 1 to the unaudited
quarterly financial statements.

OVERVIEW

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

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

Over the next twelve  months,  we intend to frac the Myers #1 and #2 in order to
test production thereafter. We have perforated multiple zones and intend to frac
these zones.

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

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.

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

                                       1
<PAGE>


RESULTS OF OPERATIONS

Results of  Operations  for the Three Months Ended  October 31, 2009 compared to
the Three Months Ended October 31, 2008.

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

During the three months ended October 31, 2009, operating expenses were $547,906
compared to $7,843 during the three months ended October 31, 2008.  The $540,063
increase  is a result  of the  $407,400  increase  in  consulting  expenses  and
increase of $134,152 in general and administrative expenses. Consulting expenses
increased  as a result  of the  expenses  associated  with the  issuance  of the
Company's  common stock and  warrants for  services,  as  discussed  below.  The
increase of $134,152 in general and administrative  expenses was a result of the
Company's increased legal activities and increased administrative activities.

The Company recognized interest expense of $29,783 during the three months ended
October 31, 2009 compared to $15,104 for the same period in 2008.

During the three months ended  October 31,  2009,  the Company  recognized a net
loss of  $501,916,  compared to a net loss of $22,947 for the  comparable  three
months in 2008.  The increase of $478,969  was due to the  $540,063  increase in
operating  expenses  combined  with the $14,679  increase  in  interest  expense
discussed above, offset by a $75,773 gain in the write off of debt.

Results of Operations  for the Six Months Ended October 31, 2009 compared to the
Six Months Ended October 31, 2008.

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

During the six months ended October 31, 2009, operating expenses were $1,139,161
compared to $20,480 during the six months ended October 31, 2008. The $1,118,681
increase  is a result  of the  $833,997  increase  in  consulting  expenses  and
increase of $164,658 in general and administrative expenses. Consulting expenses
increased  as a result  of the  expenses  associated  with the  issuance  of the
Company's  common stock and  warrants for  services,  as  discussed  below.  The
increase of $164,658 in general and administrative  expenses was a result of the
Company's increased legal activities and increased administrative activities.

The Company  recognized  interest expense of $60,459 during the six months ended
October 31, 2009 compared to $30,075 for the same period in 2008.

During the six months ended October 31, 2009, the Company  recognized a net loss
of  $1,123,847,  compared to a net loss of $53,821 for the comparable six months
in 2008.  The  increase  of  $1,070,026  was due to the  $1,118,681  increase in
operating  expenses  combined  with the $30,384  increase  in  interest  expense
discussed above, offset by a $75,773 gain in the write off of debt.

                                       2
<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

At October  31,  2009,  the  Company  had cash and cash  equivalents  of $41,804
constituting  all of the  Company's  current  assets.  At October 31, 2009,  the
Company had total liabilities of $1,797,570,  all current.  Total liabilities at
October 31,  2009,  included  accounts  payable of  $526,428,  accrued  interest
payable of $120,576, accrued litigation expense of $400,000, $37,508 in drilling
bonds payable and $713,058 in notes  payable.  At October 31, 2009,  the Company
had a working capital deficit of $1,755,766.

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

During the six months ended October 31, 2009,  the Company used cash of $14,100.
Net losses of  $1,123,847  were  adjusted for the  non-cash  item of $781,590 in
expenses  paid  for by  the  issuance  of  the  Company's  stock  and  warrants,
depreciation  of $540 and a $75,773  gain on debt.  During the six months  ended
October 31,  2008,  the  Company  received  cash of $6,015 from its  operational
activities.  Net losses of $53,821  during the six months ended October 31, 2008
were adjusted for non-cash items of $120 in depreciation expenses, an unrealized
gain on investment of $40,675, and amortization expense of $7,880 for consulting
stock.

During the six months ended October 31, 2009, the Company did not receive or use
cash in its investing activities.  During the six months ended October 31, 2008,
the Company used $24,496 in its investing  activities  for the purchase of other
assets.

During the six months ended October 31, 2009, the Company  received $17,053 from
its  financing  activities.  During the six months ended  October 31, 2008,  the
Company received $6,600 fromits financing activities.

During the year ended April 30,  2009,  the Company  entered  into a  Consulting
Services  Agreement  with a third party for services.  Payment for such services
includes a monthly payment of 20,000 shares of the Company's  common stock and a
warrant  exercisable for 20,000 shares of the Company's common stock. During the
six months ended  October 31, 2009,  the Company  issued  120,000  shares of the
Company's common stock to such consultant.  The Company recognized an expense of
$292,020 in  connection  with the issuance of the common  stock.  During the six
months ended  October 31, 2009,  warrants  exercisable  for 120,000  shares were
issued by the Company.  The warrants  have a term of 2 years,  exercises  prices
based on  closing  market  price on the last day of the  month of  issuance  and
provide for a cashless exercise.

In addition,  the Consulting Agreement provides for a one-time payment of 50,000
shares of the Company's restricted common stock. These shares were issued during
the three  months ended July 31, 2009 and the Company  recognized  an expense of
$110,000  ($2.20  per  share  based  on  closing  market  prices  on the date of
issuance.)

During the six months ended October 31, 2009,  the Company  issued 65,000 shares
of its  restricted  common stock to  individuals in return for their services on
the Company's  advisory board. The Company recognized an expense of $151,500 (at
prices  ranging from $1.95 to $2.50 per share based on closing  market prices at
the date of issuance.)

During the six months ended October 31, 2009,  the Company  issued 40,000 shares
of its restricted  common stock to Mr. Kelloff and Mr. Leaver for their services
as officers of the Company (40,000 and 10,000 shares, respectively). The Company
recognized  an expense of  $83,500  ($1.95 and $2.50 per share  based on closing
market prices at the date of issuance.)

                                       3
<PAGE>




During the six months ended  October,  2009,  the Company issued 4,500 shares of
its  restricted  common  stock to an  unrelated  third party for services in the
maintenance of the Company's  website.  The Company has recognized an expense of
$11,250  ($2.50  per  share  based  on  closing  market  prices  at the  date of
issuance.)

During the six months ended October 31, 2009,  the Company issued 287,545 shares
of its  restricted  common stock to vendors as payment for  outstanding  amounts
totaling  $560,712 ($1.95 per share based on closing market price at the date of
issuance.)

During the six months ended October 31, 2009,  the Company  issued 29,491 shares
of its restricted common stock as a result of the cashless exercise of a warrant
for 40,000 shares of the Company's common stock.

In March 2009, the Company issued a 4.0% unsecured corporate  promissory note to
a vendor for  outstanding  amounts  owed  totaling  $88,230.  The note is due on
demand and requires a monthly payment of $10,000.  At October 31, 2009, the note
has a principal balance of $68,230 and accrued interest of $1,833.

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

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

In October 2007, the Company issued a 7.5% unsecured  corporate  promissory note
in exchange for $40,627 to support operations.  The note has a due on demand. At
October 31, 2009, the note has an outstanding  principal  balance of $40,627 and
accrued interest of $4,742.

In October 2007, the Company issued a 7.5% unsecured  corporate  promissory note
for $211,855.  The note is due on demand. During the three months ended July 31,
2009,  $69,154 in principal of the  promissory  note was converted  into 324,036
shares of the Company's common stock ($0.25 per share). At October 31, 2009, the
note has an outstanding balance of $142,701 and accrued interest of $18,203.

In April  2006,  in  exchange  for  $150,000,  the  Company  issued a 6% secured
corporate  promissory  note.  The note is secured by certain  leases held by the
Company.  At October 31, 2009, the note has an outstanding  principal balance of
$6,637 and accrued interest of $997.

                                       4
<PAGE>




On April 10, 2006, the Company issued a 6% secured corporate promissory note for
$600,000,  to a  shareholder  of the  Company,  Mr.  Robert  A.  Doak,  Jr.  The
promissory  note had an  original  due date of  March  31,  2007 and it has been
assigned to unrelated parties,  the due date extended several times and now been
divided into several notes.  The new unsecured  promissory  notes have an annual
interest  rate of 7.5% and are due on demand.  During the six months  ended July
31, 2009,  principal in the amount of $100,000 was converted into 400,000 shares
of the Company's common stock ($0.25 per share).  At October 31, 2009, the notes
have an unpaid principal balance of $338,290 and accrued interest of $63,973. In
November  2009,  $23,763 in principal  was  converted  into 95,052 shares of the
Company's common stock ($0.25 per share).

Note Payable - LPC Investments, LLC

On October 24,  2008,  the Company  received  notice  from LPC  Investment,  LLC
("LPC")  of a  demand  of  payment  in  connection  with  $74,600  in  unsecured
promissory  notes  held by LPC.  LPC is  demanding  payment  of the  outstanding
principal and accrued interest.  The promissory note had a due date of September
30, 2008. A payment of $70,000 has been made on the note.

On December 12, 2008, LPC Investments, LLC (LPC Investments) filed a lawsuit, in
the Jefferson County District Court,  against the Company. The lawsuit alleges a
breach of  contract  against  the  Company in  connection  with the payment of a
$74,600  unsecured,  8.75% promissory note and conversion of 2,200,000 shares of
the Company's  common stock into a preferred  note. LPC  Investments  sought not
only payment of the promissory note and accrued interest but also attorney fees.
LPC  dismissed  its  lawsuit,  but never  withdrew  its  Notice  and  Demand for
conversion of promissory note into 2,200,000 shares of the Company.  The Company
continues to record a $400,000 liability in connection with this event.

GOING CONCERN

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

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

ADDITIONAL FINANCING

NEED FOR ADDITIONAL FINANCING

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

                                       5
<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.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

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

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

ITEM 4T. CONTROLS AND PROCEDURES

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

                                       6
<PAGE>




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 October 31,
2009.  We  believe  that  internal  control  over  financial  reporting  is  not
effective.  While  we have  not  identified  any,  current  material  weaknesses
considering  the nature and extent of our  current  operations  and any risks or
errors in financial reporting under current  operations,  the fact that we are a
small  business with limited  employees  causes a weakness in internal  controls
over the segregation of duties.

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

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

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal quarter ended October 31, 2009,  that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                                       7
<PAGE>




                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

Note Payable - LPC Investments, LLC

On December 12, 2008, LPC Investments, LLC (LPC Investments) filed a lawsuit, in
the Jefferson County District Court,  against the Company. The lawsuit alleges a
breach of  contract  against the  Company in  connection  with the payment of an
unsecured,  8.75%  promissory  note and  conversion  of 2,200,000  shares of the
Company's  common stock into a preferred note. LPC  Investments  sought not only
payment of the unsecured,  8.75%  promissory note and accrued  interest but also
attorney fees. A payment of $70,000 has been made on the promissory note.

On August 18, 2009, the Court granted the Motion to Dismiss filed by LPC in July
2009. The case has been dismissed  without  prejudice and all claims against the
Company have been dropped,  however LPC has not withdrawn its conversion  notice
and demand.  Therefore, the Company has recorded a $400,000 litigation liability
in connection with the conversion notice and demand.

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

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

ITEM 1A. RISK FACTORS

Not Applicable.

                                       8
<PAGE>




ITEM 2.  CHANGES IN SECURITIES

The Company made the following  unregistered sales of its securities from August
1, 2009 through October 31, 2009.

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

  DATE OF SALE     TITLE OF SECURITIES   NO. OF SHARES      CONSIDERATION           CLASS OF PURCHASER
------------------ -------------------- ---------------- ----------------------- -----------------------------
     8/1/09           Common Stock          20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     8/1/09              Warrant            20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     8/19/09          Common Stock          10,000           Consulting Fee          Business Associates
------------------ -------------------- ---------------- ----------------------- -----------------------------
     8/19/09          Common Stock          10,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     9/1/09           Common Stock          20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     9/1/09              Warrant            20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     9/16/09          Common Stock          200,000      Payment of $50,000 on        Business Associate
                                                         promissory note
------------------ -------------------- ---------------- ----------------------- -----------------------------
     9/25/09          Common Stock          10,000           Consulting Fee                Officer
------------------ -------------------- ---------------- ----------------------- -----------------------------
     10/1/09             Warrant            20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     10/1/09          Common Stock          20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
    10/14/09          Common Stock          14,400        Cashless exercise of        Business Associate
                                                          warrant
------------------ -------------------- ---------------- ----------------------- -----------------------------
    10/31/09          Common Stock          20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
    10/31/09             Warrant            20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
    10/31/09          Common Stock          10,000        Consulting Services         Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
    10/31/09          Common Stock          30,000        Consulting Services              Officer
------------------ -------------------- ---------------- ----------------------- -----------------------------
    10/31/09          Common Stock          287,545               Debt                     Vendors
------------------ -------------------- ---------------- ----------------------- -----------------------------

</TABLE>

                                       9

<PAGE>




Exemption From Registration Claimed

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

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


                                       10

<PAGE>




                                   SIGNATURES


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





                             SUN RIVER ENERGY, INC.
                                  (Registrant)



Dated:   December 21, 2009                    By: /s/Redgie Green
                                                  -------------------
                                                     Redgie Green, Chief
                                                     Executive Officer &
                                                     Accounting Officer

                                       11