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, 2008

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

            For the transition period from __________ to ___________

                       Commission file number: 000-27485

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


                      Colorado                84-1491159
                      --------                ----------

                (State of Incorporation) (IRS Employer ID Number)

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

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

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

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

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

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

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

As of December 15, 2008, there were 15,232,421 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, 2008 and  April 30, 2008                            F-1

         Statements of Operations  -
                  Three and six months ended  October 31, 2008 and 2007 and From
                  October 22, 2002 (Inception) to October 31, 2008                        F-2

         Statements of Changes in Shareholders' Deficit -
                   From October 22, 2002 (Inception) to October 31, 2008                  F-3

         Statements of Cash Flows -
                  Six months ended October 31, 2008 and 2007 and
                  From October 22, 2002 (Inception) to October 31, 2008                   F-4

         Notes to the Financial Statements                                                F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                 1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not Applicable

Item 4.  Controls and Procedures                                                            4

Item 4T. Controls and Procedures                                                            4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                  5

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

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,
                                                                                         2008               2008
                                                                                    ---------------    ---------------
                                                                                      Unaudited           Audited

ASSETS:

   Current Assets:
      Cash                                                                                   $ 157           $ 12,038
      Marketable Securities                                                                                    11,835
                                                                                    ---------------    ---------------
Total Current Assets                                                                           157             23,873

   Fixed Assets, net of depreciation $1,200 - $360                                             840                960

   Other Assets:
      Leases                                                                               220,000            220,000
      Mineral Rights                                                                       100,000            100,000
      Wells in process and advances                                                        275,973            251,477
                                                                                    ---------------    ---------------
Total Other Assets                                                                         595,973            571,477
                                                                                    ---------------    ---------------

TOTAL ASSETS                                                                             $ 596,970          $ 596,310
                                                                                    ===============    ===============
LIABILITIES AND STOCKHOLDERS' DEFICIT:

    Current Liabilities:
        Accounts Payable                                                                 $ 561,336          $ 551,299
        Accrued Interest Payable                                                            56,277             26,313
        Notes Payable                                                                      826,154            819,554
                                                                                    ---------------    ---------------
Total Current Liabilities                                                                1,443,767          1,397,166

Stockholders' Deficit
    Preferred stock, $0.0001 par value; 25,000,000 authorized
        no shares issued or outstanding                                                          -                  -
    Common stock, $0.0001 par value; 100,000,000 shares
        authorized, 15,232,421 shares issued and outstanding as of
        October 31, 2008 and 15,075,768 shares as of April 30, 2008                          1,523              1,508
    Additional paid-in capital                                                           2,753,991          2,754,006
    Deferred consulting expense                                                                  -             (7,880)
    Deficit accumulated during the development stage                                    (3,602,311)        (3,548,490)
                                                                                    ---------------    ---------------
Total Stockholders' Deficit                                                               (846,797)          (800,856)
                                                                                    ---------------    ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                              $ 596,970          $ 596,310
                                                                                    ===============    ===============

The accompanying notes are an integral part of 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>             <C>


                                             Three Months ended                Six Months ended           October 22, 2002
                                                 October 31,                      October 31,              (Inception) to
                                            2008             2007            2008             2007        October 31, 2008
                                        ------------------------------   ------------------------------   ------------------
REVENUES
   Miscellaneous Revenue                          $ -             $ -             $ -              $ -                  $ -
                                        --------------   -------------   -------------    -------------   ------------------
EXPENSES
      Consulting                                    -          44,600           7,880          234,180              626,966
      Accounting & Legal                        3,150           1,875           3,150            5,450              273,698
      Lease Expenses                            1,969               -           4,158                -              685,682
      Office Expenses                           2,625          17,377           5,029           18,816               78,398
      Depreciation                                 60              60             120              120                  360
      Bank Charges                                 39             139             143              323                1,058
                                        --------------   -------------   -------------    -------------   ------------------
Total Operating Expenses                        7,843          64,051          20,480          258,889            1,666,162
                                        --------------   -------------   -------------    -------------   ------------------
Net Loss from Operations                       (7,843)        (64,051)        (20,480)        (258,889)          (1,666,162)
                                        --------------   -------------   -------------    -------------   ------------------
Other Income and (Expenses)
      Interest income                               -              26               3               30                  768
      Interest expense                        (15,104)       (117,334)        (30,075)        (284,131)            (822,221)
      Debt Relief                                   -               -               -                -              429,645
      Loss on Claim Release                         -               -               -                -           (1,298,603)
      Realized (Loss) on sale of assets             -               -         (44,034)         (22,997)            (245,738)
      Unrealized (Loss) on investments              -        (107,865)         40,765         (112,170)                   -
                                        --------------   -------------   -------------    -------------   ------------------
Net Loss                                    $ (22,947)      $(289,224)      $ (53,821)       $(678,157)        $ (3,602,311)
                                        ==============   =============   =============    =============   ==================
Per Share Information
Loss per common share                    $          *       $   (0.02)      $       *        $   (0.04)
                                        ==============   =============   =============    =============

Weighted average number
of shares outstanding                      15,208,583      15,075,768      15,142,175       15,075,768
                                        ==============   =============   =============    =============

* Less than $(0.01) per share.


       The accompanying notes are an integral part of these financial statements

                                      F-2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                             SUN RIVER ENERGY, INC.
                         (A Development Stage Company)
                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                October 31, 2008

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

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

Balance - October 22, 2002                      -              $ -                $ -                 $ -
Stock issued for cash                       1,000                1                 49                   -
Net Loss for Period                             -                -                  -                 (50)
                                       ---------------------------------------------------------------------------------------------
Balance - December 31, 2002                 1,000                1                 49                 (50)
                                       ---------------------------------------------------------------------------------------------
Net Loss for Year                               -                -                  -                   -
                                       ---------------   --------------    ---------------    ----------------   ----------------
Balance - December 31, 2003                 1,000                1                 49                 (50)
                                       ---------------   --------------    ---------------    ----------------   ----------------
Net Loss for Year                               -                -                  -                   -
                                       ---------------   --------------    ---------------    ----------------   ----------------
Balance - December 31, 2004                 1,000                1                 49                 (50)
                                       ---------------   --------------    ---------------    ----------------   ----------------
Issuance of shares for Merger           9,033,333              903            436,763                   -
Merger accounting                         484,500               48            (20,923)
Value of subsidiary in excess
 of related party's basis                                                                      (866,667)
Net Loss for Year                               -                -                  -            (350,050)
                                       ---------------   --------------    ---------------    ----------------   ----------------
Balance - April 30, 2006                9,518,833              952           (450,778)           (350,100)
                                       ---------------   --------------    ---------------    ----------------   ----------------
Issuance of Stock for Cash                795,000               80            397,420
     at $0.50 per share plus
     warrant at $0.75
Issuance of Stock for Debt                242,935               24            149,976
     at $0.62 per share
Issuance of Stock for Marketable
     Securities at $0.50 per share        800,000               80            399,920

Issuance of Stock for Services            309,000               31            154,469
     at $0.50 per share
Issuance of Stock for Lease
     acquisition                          880,000               88            439,912
Issuance of Stock for Cash              2,200,000              220          1,099,780
Net Loss for Year                                                                                (661,339)
                                       ---------------   --------------    ---------------    ----------------   ----------------
Balance - April 30, 2007               14,745,768            1,475          2,190,699          (1,011,439)
                                       ---------------   --------------    ---------------    ----------------   ----------------
Issuance of Stock for Services            310,000               31            468,969
      at $1.51 per share
Issuance of Stock for Interest             20,000                2             50,998
      at $2.55 per share
Options issued                                                                 43,340
Deferred Consulting Expense                                                                                           (7,880)
Net Loss for Year                                                                              (2,537,051)
                                       ---------------   --------------    ---------------    ----------------   ----------------
Balance - April 30, 2008               15,075,768            1,508          2,754,006          (3,548,490)            (7,880)
                                       ---------------   --------------    ---------------    ----------------   ----------------
Deferred Consulting Expense                                                                                            7,880
Exchange Options/Warrants for Stock       156,653               15                (15)
Net Loss for Period                                                                               (53,821)
                                       ---------------   --------------    ---------------    ----------------   ----------------
Balance - October 31, 2008             15,232,421          $ 1,523         $2,753,991         $(3,602,311)               $ -
                                       ===============   ==============    ===============    ================   ================

     The accompanying notes are an integral part of these financial statements

                                      F-3




</TABLE>

<PAGE>


                             SUN RIVER ENERGY, INC.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                October 31, 2008
                                  (continued)


                                               Total
                                            Stockholders'
                                               Equity
                                            ---------------

Balance - October 22, 2002                            $ -
Stock issued for cash                                  50
Net Loss for Period                                   (50)
                                           ---------------
Balance - December 31, 2002                             -
                                           ---------------
Net Loss for Year                                       -
                                           ---------------
Balance - December 31, 2003                             -
                                           ---------------
Net Loss for Year                                       -
                                           ---------------
Balance - December 31, 2004                             -
                                           ---------------
Issuance of shares for Merger                     437,666
Merger accounting                                 (20,875)
Value of subsidiary in excess
 of related party's basis                        (866,667)
Net Loss for Year                                (350,050)
                                           ---------------
Balance - April 30, 2006                         (799,926)
                                           ---------------
Issuance of Stock for Cash                        397,500
     at $0.50 per share plus
     warrant at $0.75
Issuance of Stock for Debt                        150,000
     at $0.62 per share
Issuance of Stock for Marketable
     Securities at $0.50 per share                400,000

Issuance of Stock for Services                    154,500
     at $0.50 per share
Issuance of Stock for Lease
     acquisition                                  440,000
Issuance of Stock for Cash                      1,100,000
Net Loss for Year                                (661,339)
                                           ---------------
Balance - April 30, 2007                        1,180,735
                                           ---------------
Issuance of Stock for Services                    469,000
      at $1.51 per share
Issuance of Stock for Interest                     51,000
      at $2.55 per share
Options issued                                     43,340
Deferred Consulting Expense                        (7,880)
Net Loss for Year                              (2,537,051)
                                           ---------------
Balance - April 30, 2008                         (800,856)
                                           ---------------
Deferred Consulting Expense                         7,880
Exchange Options/Warrants for Stock                     -
Net Loss for Period                               (53,821)
                                           ---------------
Balance - October 31, 2008                     $ (846,797)
                                           ===============

The accompanying notes are an integral part of these financial statements

                                      F-4

<PAGE>
<TABLE>
<CAPTION>


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

                                                                              Six Months                         October 22, 2002
                                                                           Ended October 31,                      (Inception) to
                                                                         2008              2007                 October 31, 2008
                                                                    ---------------    --------------      -------------------------
Cash Flows from Operating Activities
     Net Loss                                                            $ (53,821)       $ (678,157)          $ (3,602,311)
      Adjustments to reconcile net loss to
      net cash used by operating activities:
         Depreciation                                                          120               120                    360
         Unrealized loss on marketable securities                          (40,765)          210,370                      -
         Stock and options issued for services and interest                      -           558,620                602,840
         Amortization of consulting stock                                    7,880                 -                115,000
         Decrease (Increase) in current assets                              52,600           381,882                 52,800
        (Decrease) increase in accounts payable and accrued expenses        40,001                 -                617,614
                                                                    ---------------    --------------      -----------------
Net Cash Used by Operating Activities                                        6,015           472,835             (2,213,697)
                                                                    ---------------    --------------      -----------------
Cash Flows from Investing Activities
      Increase in Fixed Assets                                                   -            (1,200)                (1,200)
      Increase in Other Assets                                             (24,496)         (722,451)              (211,974)
      Acquisition - net of cash acquired                                         -                 -               (813,001)
                                                                    ---------------    --------------      -----------------
Net Cash Provided by (Used In) Investing Activities                        (24,496)         (723,651)            (1,026,175)

Cash Flows from Financing Activities
      Stock issued for cash                                                      -         1,100,000              1,444,750
      Stock issued for debt/assets                                               -                 -                990,000
      (Payments on) Proceeds from notes payable                              6,600          (863,615)               826,154
      Merger accounting                                                          -                 -                (20,875)
                                                                    ---------------    --------------      -----------------
Total Cash from Financing Activities                                         6,600           236,385              3,240,029
                                                                    ---------------    --------------      -----------------
Increase (Decrease) in Cash                                                (11,881)          (14,431)                   157

Cash and Cash Equivalents - Beginning of Period                             12,038            17,572                      -
                                                                    ---------------    --------------      -----------------
Cash and Cash Equivalents - End of Period                                    $ 157           $ 3,141                  $ 157
                                                                    ===============    ==============      =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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

The accompanying notes are an integral part of these financial statements

                                      F-5
</TABLE>


 <PAGE>


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

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

Organization:

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

The Company 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.

Going Concern

The Company's  financial  statements for the quarter ended October 31, 2008 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 $53,821 for the six months  ended
October 31, 2008 and an  accumulated  deficit  during the  development  stage of
$3,602,311  as of October 31, 2008.  At October 31, 2008,  the  Company's  total
current liabilities exceed total current assets by $1,443,610.

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 Tonga
Capital  Corporation  ("Tonga")  from  a  non-affiliate.  At  the  time  of  the
acquisition,  the Tonga shares had a market value of $400,000 ($0.50 per share).
The 800,000  shares of the Company's  stock issued for the shares had a value of
$400,000 ($0.50 per share).

At October 31, 2008,  the Company had  liquidated  all of the  remaining  57,400
shares of common stock of Tonga.  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 (an  unrealized  loss of  $112,170  for the six months  ended
October 31, 2007).

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 (a  realized  loss of $22,997 for the six months  ended
October 31, 2007).

Deferred Consulting Costs

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

                                      F-7

<PAGE>




Fair Value of Financial Instruments

The carrying amount of cash, accounts payable and notes payable is considered to
be  representative  of its fair value because of the  short-term  nature of this
financial instrument.

Stock-Based Compensation

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

Other Comprehensive Income

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

Loss Per Share

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

Income Taxes

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

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.

                                      F-8
<PAGE>




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 SFAS No. 162, "The Hierarchy of Generally  Accepted
Accounting Principles" (SFAS 162). SFAS 162 identifies the sources of accounting
principles  and  the  framework  for  selecting  the  principles   used  in  the
preparation  of  financial  statements  of  nongovernmental  entities  that  are
presented in conformity with generally accepted accounting  principles (the GAAP
hierarchy).  SFAS 162 will become effective 60 days following the SEC's approval
of the Public Company  Accounting  Oversight Board amendments to AU Section 411,
"The Meaning of Present Fairly in Conformity With Generally Accepted  Accounting
Principles."  The  Company  does not expect the  adoption  of SFAS 162 to have a
material effect on its results of operations and financial condition.
In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

                                      F-9
<PAGE>









Note 2 - Leases and Mineral Rights:

Mineral Rights - New Mexico

The Mineral  rights in New Mexico are valued at $100,000,  which is based on the
predecessor basis in mineral rights.

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

On  September  5, 2008 the  Company  announced  that it had  executed  a Farmout
Agreement  with Myriad  Resources,  Inc. on  approximately  17,000  acres of its
northern New Mexico property. The Farmout will provide a checkerboard pattern on
about 11,000 acres and alternating  half-mile wide strips on approximately 3,000
acres.  The Farmout  contemplates  testing through the Pierre Shale and requires
drilling  on or  before  June 1,  2009  with  additional  wells  each  120  days
thereafter.


Note 3 - Notes Payable:

As of October 31, 2008, Notes Payable consisted of the following:

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

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


Sharon K. Fowler         4/20/06    6.00%   $  150,000  $119,363   $    30,637  $  2,498  9/30/07    Lease
Lender Facilities, LLC   10/8/07    8.75%   $  314,527      -      $   314,527  $ 25,141  10/8/08    None
LPC Investments          1/3/08     7.5%    $   74,600      -      $    74,600  $  3,071  9/30/08    None
Littman Pension Plan     10/8/07    7.5%    $  123,763      -      $   123,763  $  9,893  10/8/08    None
M.A. Littman             1/31/08    7.5%    $  175,000      -      $   175,000  $ 10,279  1/31/09    None
MA Littman               12/13/07   7.5%    $   75,000      -      $    75,000  $  3,378 12/13/08    None

</TABLE>

Note Payable - Related Party

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

Note 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  $74,6000  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. At this time, the Company has not made payment on the promissory note.

On December 12, 2008, LPC Investmens, 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
unsecured, 8.75% promissory note and conversion of 2,200,000 shares  of
the Company's common stock into a preferred note. LPC Investment is seeking not
only payment of the unsecured, 8.75% promissory note and accured interest and
attorney fees.  At this time, the Company has not filed a response to the
complaint, but intends to defend itself against the claims and come to a
settlement.

                                      F-10
<PAGE>





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.

Common Stock

During the six months ended October 31, 2008 the Company  issued  156,563 shares
of  common  stock in  exchange  for  507,500  warrants  and  options  that  were
outstanding.  This was  accounted  for as solely a capital  transaction  between
common stock and additional paid-in capital.

Options

During the six months ended October 31, 2008 and 2007, the Company did not grant
any options.

A summary of stock option  activity for the six months ended October 31, 2008 is
presented below:

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


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

Outstanding at April 30, 2008                       60,000        $     1.00          1.93 years           $      -
  Granted                                                -                 -                   -                  -
  Exercised                                              -                 -                   -                  -
  Cancelled                                      (60,0000)              1.00                   -
  Expired                                               -                  -                   -                  -
                                            -----------------     -----------    ---------------           --------
Outstanding at October 31, 2008                         -         $        -                   -           $      -
                                            =================     ===========    ===============           ========

</TABLE>

                                      F-11

<PAGE>



ITEM 2. MANAGEMENTS  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
OF OPERATIONS.

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

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of April  30,  2008,  and for each of the years in the
two-year  period then ended,  includes a "going concern"  explanatory  paragraph
that describes  substantial  doubt about the Company's  ability to continue as a
going  concern.  Management's  plans in  regard  to the  factors  prompting  the
explanatory  paragraph are  discussed  below and also in Note 2 to the unaudited
quarterly financial statements.

PLAN OF OPERATIONS

The Company had no revenues  during the three months ended  October 31, 2008 The
Company has minimal capital and minimal cash.

During the year ended April 30,  2008,  the  company  drilled 3 coal bed methane
wells in the Raton Basin in northern New Mexico, Meyers #1, #2 and #3. All three
wells have shown  multiple  coal zones,  which will be completed to seek methane
gas.

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

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

On September 4, 2008, the Company entered into a Farmout  Agreement with a third
party,  Myriad  Resources  Corporation  ("Myriad").   As  part  of  the  Farmout
Agreement,  Myriad has agreed to develop and explore  approximately 17,000 acres
of our acreage in the Raton Basin for oil, gas and methane production. If Myriad
drills and completes any wells of commercial  production,  then per the terms of
the Farmout Agreement,  they shall be transferred 100% right, title and interest
in and to the oil and gas produced,  subject to a 10% non-convertible overriding
royalty interest reserved by the Company.

The  Company  will  still need  substantial  additional  capital to support  our
proposed  future  operations.  The Company has no  revenues.  The Company has no
committed source for any funds as of the date herein.  No representation is made
that any funds will be  available  when  needed.  In the event  funds  cannot be
raised when needed,  the Company may not be able to carry out its business plan,
may never  achieve  sales or royalty  income,  and could fail in  business  as a
result of these uncertainties.



                                        1


<PAGE>




RESULTS OF OPERATIONS

Results of  Operations  for the Three Months Ended  October 31, 2008 compared to
the Three Months Ended October 31, 2007.

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

During the three months ended October 31, 2008,  operating  expenses were $7,843
compared to $64,051  during the three months ended October 31, 2007. The $56,208
decrease  in a result of the  $44,600  decrease  in  consulting  expenses  and a
decrease of $14,752 in office expenses compared to the prior year.

The Company recognized interest expense of $15,104 during the three months ended
October 31, 2008 compared to $117,334 for the same period in 2007.

During the three months ended  October 31,  2008,  the Company  recognized a net
loss of $22,947,  compared to a net loss of $289,224  for the  comparable  three
months in 2007.  The  decrease  of $266,277  was due to the $56,208  decrease in
operating  expenses  combined  with the  $102,230  decrease in interest  expense
discussed above. There was also an unrealized loss of $107,865 in 2007.

Results of Operations  for the Six Months Ended October 31, 2008 compared to the
Six Months Ended October 31, 2007.

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

During the six months ended  October 31, 2008,  operating  expenses were $20,480
compared to $258,889  during the six months ended October 31, 2007. The $238,409
decrease in a result of the  $189,580  decrease  in  consulting  expenses  and a
decrease of $13,787 in office expenses compared to the prior year.

The Company  recognized  interest expense of $30,075 during the six months ended
October 31, 2008 compared to $284,131 for the same period in 2007.

During the six months ended October 31, 2008, the Company  recognized a net loss
of $53,821,  compared to a net loss of $678,157 for the comparable six months in
2007.  The decrease of $624,336  was due to the  $238,409  decrease in operating
expenses  combined  with the  $254,056  decrease in interest  expense  discussed
above.  There was also an  unrealized  gain of $40,765 for the six months  ended
October  31, 2008  opposed to an  unrealized  loss of $112,170  for the same six
month period in 2007. There was also a realized loss of $44,034 in 2008 compared
to a realized loss of $22,997 in 2007.

LIQUIDITY AND CAPITAL RESOURCES

During the six months  ended  October 31,  2008,  the Company  received  cash of
$6,015 from our  operating  activities.  The Company had cash of $157 at October
31, 2008. The Company used $24,496 in investing activities during the six months
ended October 31, 2008. The Company  received funds in the amount of $6,600 from
financing activities during the six months ended October 31, 2008. There were no
expenditures in the financing  activity category for the period.  During the six
months ended October 31, 2008 the Company had a net decrease in cash of $12,038.




                                        2


<PAGE>




During the six months  ended  October 31,  2007,  the Company  received  cash of
$472,835 from its operating activities. The Company had a cash balance of $3,141
at October 31, 2007.  The Company used $723,651 in its investing  activities for
the six months ended October 31, 2007. The Company received $1,100,000 from sale
of its common  stock and used  $863,615 to retire debt as part of its  financing
activities.

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

During the three months ended October 31, 2008 the Company issued 156,563 shares
of  common  stock in  exchange  for  507,500  warrants  and  options  that  were
outstanding.  This was  accounted  for as solely a capital  transaction  between
common stock and additional paid-in capital.

On October 24,  2008,  the Company  received  notice  from LPC  Investment,  LLC
("LPC")  of a  demand  of  payment  in  connection  with  $66,600  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. At this time, the Company has not made payment on the promissory note.

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

GOING CONCERN

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

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

ADDITIONAL FINANCING

NEED FOR ADDITIONAL FINANCING

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

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.
                                        3


<PAGE>




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

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

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

As required by SEC Rule 15d-15(b), our President carried out an evaluation under
the  supervision  and  with  the   participation  of  our  management,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report.  Based on the  foregoing  evaluation,  our President has
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to material  information  required to be included in our periodic
SEC filings  and to ensure that  information  required  to be  disclosed  in our
periodic  SEC  filings  is  accumulated  and  communicated  to  our  management,
including our President, to allow timely decisions regarding required disclosure
as a result of the deficiency in our internal  control over financial  reporting
discussed below.

ITEM 4T. CONTROLS AND PROCEDURES

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

                                        4


<PAGE>




     (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,
2008. We believe that internal control over financial reporting is effective. We
have not identified any, current material weaknesses  considering the nature and
extent of our current operations and any risks or errors in financial  reporting
under current operations.

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

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

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal quarter ended October 31, 2008,  that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On December 12, 2008, LPC Investmens, 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
unsecured, 8.75% promissory note and conversion of 2,200,000 shares  of
the Company's common stock into a preferred note. LPC Investment is seeking not
only payment of the unsecured, 8.75% promissory note and accured interest and
attorney fees.  At this time, the Company has not filed a response to the
complaint, but intends to defend itself against the claims and come to a
settlement.

ITEM 2.  CHANGES IN SECURITIES

The Company made the following  unregistered sales of its securities from August
1, 2008 through October 31, 2008.

<TABLE>
<CAPTION>
<S>               <C>                       <C>            <C>                             <C>
  DATE OF SALE      TITLE OF SECURITIES     NO. OF SHARES          CONSIDERATION           CLASS OF PURCHASER
----------------- ------------------------- -------------- ------------------------------- ---------------------------------
9/5/2008          Common Stock              156,563        Cancelation of Warrants and     Warrant and Option Holders
                                                           Options
----------------- ------------------------- -------------- ------------------------------- ---------------------------------
</TABLE>

Exemption From Registration Claimed

All of the sales by the Company of its unregistered  securities were made by the
Company in reliance upon Section 4(2) of the  Securities Act of 1933, as amended
(the "1933  Act").  All of the  individuals  and/or  entities  listed above that
purchased the unregistered securities were almost all existing shareholders, all
known  to  the  Company  and  its  management,   through  pre-existing  business
relationships,   as  long  standing  business  associates,  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.

                                        5


<PAGE>




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


                                        6

<PAGE>




                                   SIGNATURES


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





                             SUN RIVER ENERGY, INC.
                                  (Registrant)



Dated:   December 15,  2008                 By: /s/Wesley F. Whiting
                                                --------------------
                                                   Wesley F. Whiting,
                                                   President &  Chief
                                                   Accounting Officer




                                        7