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 July 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 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]


<PAGE>





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  September  16, 2009,  there were  17,546,050  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 - July 31, 2009 and  April 30, 2009 (Audited)                      F-1

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

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

         Statements of Cash Flows -
                  Three months ended July 31, 2009 and 2008 and
                  From October 22, 2002 (Inception) to July 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        4

Item 4. Controls and Procedures                                                             4

Item 4T.  Controls and Procedures                                                           5

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                  6

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                        7

Item 3.  Defaults Upon Senior Securities - Not Applicable                                   8

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable               8

Item 5.  Other Information - Not Applicable                                                 8

Item 6.  Exhibits                                                                           8

SIGNATURES                                                                                  9
</TABLE>

<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS


<PAGE>
<TABLE>
<CAPTION>

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


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

Assets
        Current Assets:
               Cash                                                          $    41,104       $    38,851
                                                                          ---------------   ---------------
        Total Current Assets                                                      41,104            38,851
                                                                          ---------------   ---------------
        Fixed Assets, net of depreciation $1,200                                     540               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                                                                 $ 1,040,425       $ 1,034,701
                                                                          ===============   ===============

Liabilities and Stockholders' Deficit
        Current liabilities
               Accounts payable                                              $   542,800       $   320,589
               Accrued interest payable                                          187,686           168,866
               Accrued litigation expense                                        400,000           400,000
               Drilling bonds payable                                             37,508            37,508
               Notes payable                                                   1,136,625         1,350,780
                                                                          ---------------   ---------------

        Total Current Liabilities                                              2,304,619         2,277,743

Stockholders'  Deficit

        Common stock, $0.0001 par value; 100,000,000 shares
          authorized, 17,306,050 and 16,317,423 shares issued and
          outstanding at July 31, 2009 and April 31, 2009, respectively            1,731             1,632
        Additional paid-in capital                                             3,668,792         3,135,132
        APIC unexercised warrants                                              2,063,080         1,996,060
        Deficit accumulated during the development stage                      (6,997,797)       (6,375,866)
                                                                          ---------------   ---------------
               Total Stockholders' Deficit                                    (1,264,194)       (1,243,042)
                                                                          ---------------   ---------------
Total Liabilities and Stockholders' Deficit                                  $ 1,040,425       $ 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>

                                                         For the Three Months Ended            October 22, 2002
                                                                  July 31,                      (inception) to
                                                          2009                2008               July 31, 2009
                                                    -----------------   -----------------    ----------------------
Revenue:                                                  $        -           $       -              $          -
                                                    -----------------   -----------------    ----------------------
Operational expenses:
         Consulting expenses                                 426,597               7,880                 3,365,423
         Director fees                                             -                   -                   112,500
         Depreciation                                              -                  60                       660
         Lease expenses                                            -               2,189                   689,521
         Litigation expense                                        -                   -                   400,000
         General and administrative expenses                 164,658               2,507                   324,256
                                                    -----------------   -----------------    ----------------------
                 Total operational expenses                  591,255              12,636                 4,892,360
                                                    -----------------   -----------------    ----------------------
Net loss from operations                                    (591,255)            (12,636)               (4,892,360)
                                                    -----------------   -----------------    ----------------------
Other Income (Expenses):
         Interest income                                           -                   3                     2,112
         Interest expense                                    (30,676)            (14,971)                 (992,852)
         Debt relief                                               -                   -                   429,645
         Loss on claim release                                     -                   -                (1,298,603)
         Realized loss on sale of assets                           -             (44,035)                 (245,739)
         Unrealized gain (loss) on investments                     -              40,765                         -
                                                    -----------------   -----------------    ----------------------
                                                             (30,676)            (18,238)               (2,105,437)
                                                    -----------------   -----------------    ----------------------
Net loss                                                  $ (621,931)          $ (30,874)             $ (6,997,797)
                                                    =================   =================    ======================
Per share information

Net loss per common share
         Basic                                            $    (0.04)           $      *
         Fully diluted                                         (0.04)                  *
                                                    =================   =================
Weighted average number of common
         stock outstanding                                16,707,858           15,637,423
                                                    =================   =================
         * Less than $(0.01) per share.


See the notes to these financial statements.

                                      F-2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
             From October 22, 2002 (Inception) through July 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 debt
($0.25 per share                      824,036           82      205,927            -             -       206,009
Issuance of stock for services        149,500           15      327,735            -             -       327,750
Issuance of stock for cashless                                                                                 -
     warrant exercise                  15,091            2           (2)           -             -             -
Issuance of warrants for services           -            -            -        67,000            -        67,020
Net loss for period                         -            -            -            -        (621,931)   (621,931)
                                   -----------   ----------   ----------   ----------    ----------   -----------
Balance - July 31, 2009            17,306,050      $ 1,731    $3,668,792   $2,063,080    $(6,997,797)$(1,264,194)
                                   ===========   ==========   ==========   ==========    ============ ===========



See the notes to these financial statements.

                                      F-3

</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 Three Months Ended       (Inception) to
                                                                        July 31,                      July 31,
                                                                  2009             2008                2009
                                                              --------------   --------------   -------------------
Cash Flows from Operating Activities:
        Net Loss                                                 $ (621,931)       $ (30,874)         $ (6,997,797)

Adjustments to reconcile net loss to net cash used
        in operating activities:
        Depreciation                                                      -               60                   660
        Unrealized gain on marketable securities                          -          (40,765)                    -
        Equity issued for services and interest                     394,770                -             3,249,920
        Amortization of consulting stock                                  -            7,880               115,000
Changes in current assets and liabilities:
        Decrease in current assets                                        -           52,600                     -
        Increase in accounts payable                                197,947           20,658             1,177,711
                                                              --------------   --------------   -------------------
Net Cash (Used) Received by Operating Activities                    (29,214)           9,559            (2,454,506)
                                                              --------------   --------------   -------------------
Cash Flows from Investing Activities:
        Increase in fixed assets                                          -                -                (1,200)
        Increase in other assets                                          -          (19,166)             (611,311)
        Acquisition - net of cash acquired                                -                -              (813,001)
                                                              --------------   --------------   -------------------
Net Cash used in investing activities                                     -          (19,166)           (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                            51,467                                 51,467
        Proceeds (Payments) from notes payable                      (20,000)               -             1,330,780
        Merger accounting                                                 -                -               (20,875)
                                                              --------------   --------------   -------------------
Net Cash Provided by Financing Activities                            31,467                -             3,921,122
                                                              --------------   --------------   -------------------
Net increase (decrease) in Cash                                       2,253           (9,607)               41,104

Cash and Cash Equivalents - Beginning of Period                      38,851           12,038                     -
                                                              --------------   --------------   -------------------
Cash and Cash Equivalents - End of Period                        $   41,104        $   2,431          $     41,104
                                                              ==============   ==============   ===================
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                                               $  206,009        $       -          $    481,009
                                                              ==============   ==============   ===================
        Issuance of common stock for marketable
              securities                                         $        -        $       -          $    400,000
                                                              ==============   ==============   ===================
        Issuance of common stock for other assets                $        -        $       -          $    440,000
                                                              ==============   ==============   ===================
        Issuance of equity for services                          $  394,770        $       -          $    777,520
                                                              ==============   ==============   ===================

See the notes to these financial statements.

                                      F-4
</TABLE>


<PAGE>



                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                    For the Three Months Ended July 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 April 30, 1998, 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" 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.

 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 three months ended July 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 $621,931 for the three months ended
July  31,  2009 and an  accumulated  deficit  during  the  development  stage of
$6,997,797  as of July 31, 2009. At July 31, 2009,  the Company's  total current
liabilities exceed total current assets by $2,263,515.

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-5
<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 three months ended July 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 three months
ended July 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 three months
ended July 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.

                                      F-6
<PAGE>


 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.

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 three months
ended July 31, 2009,  the Company  issued 60,000 shares of the Company's  common
stock to such consultant. The Company recognized an expense of $119,000 (a range
of $1.80 to $2.25  per  share,  based on  closing  market  prices on the date of
issuance.)  During the three  months  ended July 31,  2009,  the Company  issued
warrants  exercisable for a total of 60,000 shares of the Company's  stock.  The
Company  recognized a total expense of $119,000 in connection with the warrants.
The warrants have a term of two years and exercise  prices ranging from $1.90 to
$2.30 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

SFAS No.  128,  Earnings  per Share,  requires  dual  presentation  of basic and
diluted earnings or loss per share (EPS) with a reconciliation  of the numerator
and denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation.  Basic EPS excludes dilution.  Diluted EPS reflects
the potential  dilution  that could occur if  securities  or other  contracts to
issue common stock were  exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity.

 Income Taxes

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

                                      F-7
<PAGE>


Recently Issued Accounting Pronouncements
-----------------------------------------

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

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

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

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

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

                                      F-8
<PAGE>


In June 2008, the FASB issued FSP EITF 03-6-1,  "Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating  Securities." This
FSP   provides   that   unvested   share-based   payment   awards  that  contain
nonforfeitable  rights to dividends  or dividend  equivalents  (whether  paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share  pursuant to the two-class  method.  The FSP is effective for
financial  statements issued for fiscal years beginning after December 15, 2008,
and interim  periods  within those fiscal years.  Upon  adoption,  companies are
required  to  retrospectively  adjust  earnings  per share data  (including  any
amounts related to interim periods, summaries of earnings and selected financial
data) to conform to provisions of this FSP. The Company does not  anticipate the
adoption  of FSP EITF  03-6-1  will have a  material  impact on its  results  of
operations, cash flows or financial condition.

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.

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 July 31, 2009, the note has
a principal balance of $68,230 and accrued interest of $1,145.

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 July 31,  2009,  the note has a principal  balance of  $373,540  and
accrued interest of $79,948.

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 July 31, 2009, the
note has an  outstanding  principal  balance of $50,000 and accrued  interest of
$5,610. In September 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
July 31,  2009,  the note has an  outstanding  principal  balance of $40,627 and
accrued interest of $3,832.

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 July 31, 2009,  the
note has an outstanding balance of $142,701 and accrued interest of $15,505.

                                      F-9
<PAGE>





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 July 31, 2009,  the note has an  outstanding  principal  balance of
$6,637 and accrued interest of $897.

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 three 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 July 31, 2009,  the notes
have an unpaid principal balance of $338,290 and accrued interest of $57,729.

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
three  months  ended July 31,  2009,  the Company  issued  60,000  shares of the
Company's common stock to such consultant.  The Company recognized an expense of
$119,000 (a range of $1.80 to $2.25 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.)

                                      F-10
<PAGE>


During the three months ended July 31, 2009, the Company issued 35,000 shares of
its restricted  common stock to two  individuals in return for their services on
the  Company's  advisory  board.  The Company  recognized  an expense of $87,500
($2.50 per share based on closing market prices at the date of issuance.)

During the three months ended July 31, 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 three months ended July 31, 2009,  the Company  issued 824,036 shares
of its common  stock to holders of  promissory  notes as payment of principal of
$194,154 and accrued interest of $11,855 ($0.25 per share.) (See Note 3)

During the three months ended July 31, 2009, the Company issued 15,091 shares of
its  restricted  common stock as a result of the cashless  exercise of a warrant
for 20,000 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
three  months  ended July 31,  2009,  the Company  issued  60,000  shares of the
Company's common stock to such consultant.  The Company recognized an expense of
$119,000 in connection  with the issuance of the common stock.  During the three
months ended July 31, 2009,  warrants  exercisable for 60,000 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 three  months  ended April 30, 2009,  the  warrants  exercisable  for
60,000  shares had exercise  prices  ranging from $1.90 to $2.30 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 three months ended July
31, 2009:

                                                          2009
                                                          ----

                       Expected life                      1 year
                       Volatility                         130% - 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 three  months  ended  July 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                                           60,000                 -          1.92 years                  -
  Exercised                                       (20,000)              0.54                   -                  -
  Expired                                               -                  -                   -                  -
                                                 ---------          --------          ----------           --------
Outstanding at July 31, 2009                     1,500,000          $   2.00          1.93 years           $      -
                                                 =========          ========          ==========           ========
</TABLE>

During the three months ended July 31, 2009, the Company issued 15,091 shares of
its  restricted  common  stock in  connection  with the  cashless  exercise of a
warrant exercisable for 20,000 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.

                                      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 three months  ended July 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 July 31, 2009 compared to the
Three Months Ended July 31, 2008.

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

During the three months ended July 31, 2009,  operating  expenses  were $591,255
compared to $12,636  during the three months  ended July 31, 2008.  The $578,619
increase  is a result  of the  $418,717  increase  in  consulting  expenses  and
increase of $162,151 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 $162,151 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 $30,676 during the three months ended
July 31, 2009 compared to $14,791 for the same period in 2008.

During the three months ended July 31, 2009,  the Company  recognized a net loss
of $621,931,  compared to a net loss of $30,874 for the comparable  three months
in 2008. The increase of $591,057 was due to the $418,171  increase in operating
expenses combined with the $15,885 increase in interest expense discussed above.
There was also an  unrealized  gain on  investment  of $40,765  during the three
months ended July 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

At July  31,  2009,  the  Company  had  cash and  cash  equivalents  of  $41,104
constituting all of the Company's  current assets. At July 31, 2009, the Company
had total liabilities of $2,304,619,  all current. Total liabilities at July 31,
2009,  included  accounts  payable  of  $542,800,  accrued  interest  payable of
$187,686,  accrued  litigation  expense of $400,000,  $37,508 in drilling  bonds
payable and  $1,136,625 in notes  payable.  At July 31, 2009,  the Company had a
working capital deficit of $2,263,515.

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 three months  ended July 31, 2009,  the Company used cash of $29,214.
Net losses of  $621,931  were  adjusted  for the  non-cash  item of  $394,770 in
expenses  paid for by the issuance of the Company's  stock and warrants.  During
the three months ended July 31, 2008,  the Company  received cash of $9,559 from
its operational activities.  Net losses of $30,874 during the three months ended
July 31, 2008 were adjusted for non-cash items of $60 in depreciation  expenses,
an unrealized gain on investment of $40,675,  and amortization expense of $7,880
for consulting stock.

During the three months ended July 31, 2009,  the Company did not receive or use
cash in its investing  activities.  During the three months ended July 31, 2008,
the Company used $19,166 in its investing  activities  for the purchase of other
assets.

During the three months ended July 31, 2009, the Company  received  $31,467 from
its  financing  activities.  During the three months  ended July 31,  2008,  the
Company did not receive or use any funds in its financing activities.

                                       2
<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.  During the three months ended July
31, 2009, the Company issued 60,000 shares of the Company's common stock to such
consultant.  The Company  recognized an expense of $119,000 (a range of $1.80 to
$2.25 per share, based on closing market prices on the date of issuance.) During
the three months ended July 31, 2009,  the Company issued  warrants  exercisable
for a total of 60,000 shares of the Company's  stock.  The Company  recognized a
total  expense of $67,020 in connection  with the warrants.  The warrants have a
term of two years and exercise prices ranging from $1.90 to $2.30 per share. The
warrants were valued using the Black-Scholes model.

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 three months ended July 31, 2009, the Company issued 35,000 shares of
its restricted  common stock to two  individuals in return for their services on
the  Company's  advisory  board.  The Company  recognized  an expense of $87,500
($2.50 per share based on closing market prices at the date of issuance.)

During the three months ended July 31, 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 three months ended July 31, 2009, the Company issued 15,091 shares of
its  restricted  common stock as a result of the cashless  exercise of a warrant
for 20,000 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.  During the three months ended
July 31, 2009, cash payments  totaling $20,000 were made on the principal of the
note. At July 31, 2009, the note has a principal  balance of $68,230 and accrued
interest of $1,145.

In December 2007, the Company issued a 6.0% 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 July 31, 2009, the
note has an  outstanding  principal  balance of $50,000 and accrued  interest of
$5,610. In September 2009, the Company issued 200,000 shares of its common stock
in payment of the remaining $50,000 in outstanding principal ($0.25 per share).

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 July 31, 2009,  the
note has an outstanding balance of $142,701 and accrued interest of $15,505.

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 three 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 July 31, 2009,  the notes
have an unpaid principal balance of $338,290 and accrued interest of $57,729.

                                       3
<PAGE>




GOING CONCERN

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

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

ADDITIONAL FINANCING
--------------------

NEED FOR ADDITIONAL FINANCING

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

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

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

Irrespective  of whether the  Company's  cash assets prove to 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.

                                       4
<PAGE>





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 effective
in timely alerting them to material  information  required to be included in our
periodic SEC filings and to ensure that information  required to be disclosed in
our periodic SEC filings is  accumulated  and  communicated  to our  management,
including  our Chief  Executive  Officer,  to allow timely  decisions  regarding
required  disclosure as a result of the deficiency in our internal  control over
financial reporting discussed below.

ITEM 4T. CONTROLS AND PROCEDURES

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

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

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

     (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 July 31,
2009. We believe that internal control over financial reporting is effective. We
have not identified any, current material weaknesses  considering the nature and
extent of our current operations and any risks or errors in financial  reporting
under current operations.

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

                                       5
<PAGE>





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 July 31, 2009,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

Note Payable - LPC Investments, LLC

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

                                       6
<PAGE>




ITEM 2.  CHANGES IN SECURITIES

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


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




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

     5/14/09          Common Stock          50,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     5/15/09          Common Stock          124,036       Payment of principal        Business Associate
                                                          and accrued interest
------------------ -------------------- ---------------- ----------------------- -----------------------------
     5/29/09          Common Stock          20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     5/31/09             Warrant            20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     6/8/09           Common Stock          35,000           Consulting Fee          Business Associates
------------------ -------------------- ---------------- ----------------------- -----------------------------
     6/9/09           Common Stock          100,000      Payment of $25,000 on        Business Associate
                                                         promissory note
------------------ -------------------- ---------------- ----------------------- -----------------------------
     6/11/09          Common Stock          20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     6/18/09          Common Stock           4,500          Website Services          Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     6/18/09          Common Stock          200,000      Payment of $50,000 on        Business Associate
                                                         promissory note
------------------ -------------------- ---------------- ----------------------- -----------------------------
     6/29/09          Common Stock          20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     6/29/09             Warrant            20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
     7/22/09          Common Stock          400,000       Payment of $100,000         Business Associate
                                                          on promissory note
------------------ -------------------- ---------------- ----------------------- -----------------------------
     7/23/09          Common Stock          15,091        Cashless exercise of        Business Associate
                                                          warrant
------------------ -------------------- ---------------- ----------------------- -----------------------------
     7/31/09             Warrant            20,000           Consulting Fee           Business Associate
------------------ -------------------- ---------------- ----------------------- -----------------------------
</TABLE>

                                       7

<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


                                       8

<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:   September 18, 2009         By: /s/Redgie Green
                                    -------------------
                                           Redgie Green, Chief Executive Officer
                                           & Accounting Officer


                                       9