SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 10-KSB/A
                                Amendment No. 2
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934



                  For the fiscal year ended September 30, 2001
                        Commission file number: 000-29621

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

   Colorado                                        84-1384159
------------------------                          --------------------
(State of incorporation)                          (I.R.S. Employer
                                                  Identification No.)

P. O. Box 723, Evergreen, Colorado                     80437
-------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number: (720) 318-7339

           Securities registered pursuant to Section 12(b) of the Act:

                            Title of each class: None

                 Name of each exchange on which registered: N/A

           Securities registered pursuant to Section 12(g) of the Act:

                            Title of each class: None

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  preceding 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 at least the past 90 days.

                      Yes  X        No
                         -----           ------

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.        X
                       -----

State issuer's revenues for its most recent fiscal year. $0

                                        1

<PAGE>


Transitional Small Business Disclosure Format:

                    ______ Yes                ___X____ No


Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of September 30, 2001:  $95,556 (based on most recent sale to year
end at $.01).

Number of outstanding  shares of the  registrant's no par value common stock, as
of September 30, 2001: 15,362,970

                                       2

<PAGE>
                                TABLE OF CONTENTS

PART I                                                                     PAGE

     Item 1.   Description of Business                                         4
     Item 2.   Description of Property                                        25
     Item 3.   Legal Proceedings                                              25
     Item 4.   Submission of Matters to a Vote of Security Holders            25


PART II

     Item 5.   Market for Common Equity and Related Stockholder Matters       25
     Item 6.   Management's Discussion and Analysis or Plan of Operation      26
     Item 7.   Financial Statements                                           28
     Item 8.   Changes in and Disagreements With Accountants on Accounting    28
               and Financial Disclosure


PART III

     Item 9.   Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act              28
     Item 10.  Executive Compensation                                         32
     Item 11.  Security Ownership of Certain Beneficial Owners and Management 34
     Item 12.  Certain Relationships and Related Transactions                 35
     Item 13.  Exhibits and Reports on Form 8-K                               35


SIGNATURES                                                                    37

                                       3

<PAGE>

                                     PART I


Item 1.  Description of Business.
         ------------------------

General
-------

         Sun River Mining Inc. ("Sun River", the "Company" or the "issuer") is a
Colorado corporation  incorporated on February 25, 1997 to assume control of two
subsidiaries,  Grupo  Inversor  Rio Del Sol S.A.  ("Rio  Del  Sol"),  and  North
Bolivian Investment S.A. ("NBI"),  respectively 99.6% and 99.9924% then owned by
Sun River.  Rio Del Sol and NBI were both  Bolivian  corporations.  Neither  Sun
River nor the subsidiaries had any operational history or engaged in significant
business operations,  and have not generated revenues since inception. Sun River
and the Bolivian  Subsidiaries  are herein  referred to collectively as "the Sun
River Group".

        The Company has  terminated,  in the prior fiscal year,  all attempts at
mineral exploration and any intended mining of prospects,  and has abandoned all
mineral prospects.

         The Company is a "shell" company and its only current  business plan is
to seek, investigate,  and, if warranted, acquire one or more businesses, and to
pursue other  related  activities  intended to enhance  shareholder  value.  The
acquisition of a business opportunity may be made by purchase,  merger, exchange
of stock, or otherwise, and may encompass assets or a business entity, such as a
corporation,  joint venture, or partnership.  The Company has no capital, and it
is unlikely  that the Company  will be able to take  advantage  of more than one
such  business   opportunity.   The  Company   intends  to  seek   opportunities
demonstrating  the  potential  of  long-term  growth as  opposed  to  short-term
earnings.

        At the  present  time  the  Company  has  not  identified  any  business
opportunity  that it plans to pursue,  nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition.

        It is anticipated that the Company's officers and directors will contact
broker-dealers  and other persons with whom they are acquainted who are involved

                                       4

<PAGE>

in corporate  finance  matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  they  represent  have an interest in
considering a merger or acquisition with the Company.  No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  given that no funds that are available for  acquisitions,  or that
any  acquisition  that occurs will be on terms that are favorable to the Company
or its stockholders.

        The  Company's  search will be directed  toward  small and  medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy,  or anticipate in the reasonably  near future being able to satisfy,
the minimum asset  requirements in order to qualify shares for trading on NASDAQ
or  a  stock   exchange   (See   "Investigation   and   Selection   of  Business
Opportunities").   The  Company  anticipates  that  the  business  opportunities
presented to it will (i) be recently organized with no operating  history,  or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept;  or (v) have a combination of the
characteristics   mentioned  in  (i)  through  (iv).  The  Company   intends  to
concentrate its acquisition efforts on properties or businesses that it believes
to be  undervalued.  Given the above factors,  investors  should expect that any
acquisition candidate may have a history of losses or low profitability.

        The  Company  does not  propose to  restrict  its search for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.


                                       5
<PAGE>

         As a consequence of the  registration of its securities under Sec. 12g,
any entity  which has an  interest  in being  acquired  by, or merging  into the
Company, is expected to be an entity that desires to become a public company and
establish a public trading market for its securities.  In connection with such a
merger or acquisition,  it is highly likely that an amount of stock constituting
control of the  Company  would be issued by the  Company or  purchased  from the
current  principal  shareholders  of the Company by the acquiring  entity or its
affiliates.

         If stock is purchased from the current shareholders, the transaction is
very likely to result in  substantial  gains to them relative to their  purchase
price for such stock.  The sale of a controlling  interest by certain  principal
shareholders of the Company could occur at a time when the other shareholders of
the Company remain subject to restrictions on the transfer of their shares.

        Depending upon the nature of the  transaction,  the current officers and
directors  of the Company may resign  management  positions  with the Company in
connection with the Company's acquisition of a business  opportunity.  See "Form
of Acquisition,"  below, and "Risk Factors - The Company - Lack of Continuity in
Management."  In  the  event  of  such  a  resignation,  the  Company's  current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.

        It is anticipated that business opportunities will come to the Company's
attention from various  sources,  including its officer and director,  its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

        The  Company  does not  foresee  that it would  enter  into a merger  or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to foregoing expectations,  that a transaction with an affiliate would be in the
best  interests of the Company and its  stockholders,  the Company is in general
permitted by Colorado law to enter into such a transaction if:

        1.  The  material  facts  as to  the  relationship  or  interest  of the
affiliate  and as to the contract or  transaction  are disclosed or are known to
the Board of Directors,  and the Board in good faith  authorizes the contract or
transaction  by  the  affirmative  vote  of  a  majority  of  the  disinterested
directors,  even  though  the  disinterested  directors  constitute  less than a
quorum; or

                                       6
<PAGE>

        2.  The  material  facts  as to  the  relationship  or  interest  of the
affiliate  and as to the contract or  transaction  are disclosed or are known to
the  stockholders  entitled to vote thereon,  and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

        3. The contract or  transaction is fair as to the Company as of the time
it is  authorized,  approved  or  ratified,  by the  Board of  Directors  or the
stockholders.

Investigation and Selection of Business Opportunities
-----------------------------------------------------

        To a large  extent,  a decision to  participate  in a specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other  changes.  The  Company  will be  dependent  upon the owners of a business
opportunity to identify any such problems  which may exist and to implement,  or
be primarily  responsible for the implementation  of, required changes.  Because
the Company may  participate in a business  opportunity  with a newly  organized
firm or with a firm  which is  entering  a new  phase of  growth,  it  should be
emphasized that the Company will incur further risks, because management in many
instances  will not have proved its  abilities  or  effectiveness,  the eventual
market for such company's  products or services will likely not be  established,
and such company may not be profitable when acquired.

        It is  anticipated  that the Company will not be able to diversify,  but
will essentially be limited to one such venture because of the Company's limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.

                                       7

<PAGE>

        It is emphasized that management of the Company may effect  transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders,  prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target  company  or its  business.  In some  instances,  however,  the  proposed
participation in a business opportunity may be submitted to the stockholders for
their   consideration,   either  voluntarily  by  such  directors  to  seek  the
stockholders' advice and consent or because state law so requires.

        The analysis of business  opportunities  will be  undertaken by or under
the supervision of the Company's President,  who is not a professional  business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside  consultant to assist in the  investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management  has no current plans to use any outside  consultants  or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors,  the services to be provided,
the term of service,  or  regarding  the total  amount of fees that may be paid.
However,  because of the limited resources of the Company, it is likely that any
such fee the  Company  agrees  to pay  would  be paid in stock  and not in cash.
Otherwise,  the Company  anticipates that it will consider,  among other things,
the following factors:

        1. Potential for growth and profitability,  indicated by new technology,
anticipated market expansion, or new products;

        2. The Company's  perception of how any particular business  opportunity
will be received by the investment community and by the Company's stockholders;

        3. Whether, following the business combination,  the financial condition
of the business  opportunity  would be, or would have a significant  prospect in
the  foreseeable  future of becoming  sufficient to enable the securities of the
Company  to  qualify  for  listing on an  exchange  or on a  national  automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the  Securities  and  Exchange  Commission.  See "Risk  Factors - The  Company -
Regulation of Penny Stocks."

                                       8
<PAGE>

        4. Capital requirements and anticipated  availability of required funds,
to be provided by the Company or from operations, through the sale of additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

        5. The extent to which the business opportunity can be advanced;

        6.  Competitive  position as compared to other companies of similar size
and experience  within the industry  segment as well as within the industry as a
whole;

        7.  Strength  and  diversity  of  existing  management,   or  management
prospects that are scheduled for recruitment;

        8. The cost of participation by the Company as compared to the perceived
tangible and intangible values and potential; and

        9. The accessibility of required management  expertise,  personnel,  raw
materials, services, professional assistance, and other required items.

        In regard  to the  possibility  that the  shares  of the  Company  would
qualify for listing on NASDAQ,  the current  standards  include the requirements
that the issuer of the securities that are sought to be listed have total assets
of at least  $4,000,000  and total  capital and surplus of at least  $2,000,000.
Many,  and perhaps most, of the business  opportunities  that might be potential
candidates  for a  combination  with the  Company  would not  satisfy the NASDAQ
listing criteria.

        No one  of the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  Potentially  available
business  opportunities  may occur in many  different  industries and at various
stages  of  development,  all  of  which  will  make  the  task  of  comparative
investigation and analysis of such business  opportunities  extremely  difficult
and complex.  Potential  investors must recognize that, because of the Company's
limited capital available for investigation and management's  limited experience
in  business  analysis,  the Company may not  discover  or  adequately  evaluate
adverse facts about the opportunity to be acquired.

                                       9
<PAGE>

        The Company is unable to predict when it may  participate  in a business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

        Prior to making a decision to participate in a business opportunity, the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

        As part of the Company's investigation, the Company's executive officers
and directors may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

        It is possible  that the range of business  opportunities  that might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
"penny stocks." The regulations  would affect,  and possibly impair,  any market
that might develop in the Company's  securities  until such time as they qualify
for listing on NASDAQ or on another  exchange  which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - - Regulation
of Penny Stocks."

                                       10

<PAGE>

        Company  management  believes that various types of potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates which have a need for an immediate cash infusion are not
likely  to find a  potential  business  combination  with the  Company  to be an
attractive alternative.

        There  are no  loan  arrangements  or  arrangements  for  any  financing
whatsoever relating to any business opportunities.

Form of Acquisition
-------------------

        It is  impossible  to  predict  the  manner  in which  the  Company  may
participate in a business opportunity.  Specific business  opportunities will be
reviewed  as well as the  respective  needs and  desires of the  Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating  strength of the Company and such promoters,  the legal structure or
method deemed by management to be suitable will be selected.  Such structure may
include, but is not limited to leases,  purchase and sale agreements,  licenses,
joint ventures and other contractual arrangements.  The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger, consolidation
or  reorganization  of the Company with other  corporations or forms of business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.

        It is likely  that the  Company  will  acquire  its  participation  in a
business opportunity through the issuance of common stock or other securities of

                                       11

<PAGE>

the Company.  Although the terms of any such transaction cannot be predicted, it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

        It is anticipated that any new securities  issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.

        The Company will  participate in a business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

        As a  general  matter,  the  Company  anticipates  that it,  and/or  its
officers and principal  shareholders will enter into a letter of intent with the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of

                                       12

<PAGE>

the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

        It  is  anticipated  that  the   investigation   of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Moreover,  because  many  providers  of goods and services
require  compensation  at the time or soon  after  the goods  and  services  are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

        In all probability,  upon completion of an acquisition or merger,  there
will be a change in control  through  issuance of  substantially  more shares of
common stock.  Further,  in conjunction  with an  acquisition  or merger,  it is
likely that  management may offer to sell a controlling  interest at a price not
relative to or reflective of any value of the shares sold by management,  and at
a price which could not be achieved by individual shareholders at the time.

Investment Company Act and Other Regulation
-------------------------------------------

        The Company may  participate  in a business  opportunity  by purchasing,
trading or selling  the  securities  of such  business.  The  Company  does not,
however,  intend to  engage  primarily  in such  activities.  Specifically,  the
Company intends to conduct its activities so as to avoid being  classified as an
"investment  company" under the Investment  Company Act of 1940 (the "Investment
Act"),  and  therefore  to  avoid  application  of the  costly  and  restrictive
registration  and other  provisions of the Investment  Act, and the  regulations
promulgated thereunder.

                                       13

<PAGE>

        Section  3(a)  of the  Investment  Act  contains  the  definition  of an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items).  The Company  intends to implement  its business  plan in a manner which
will  result  in the  availability  of this  exception  from the  definition  of
"investment company." Consequently, the Company's participation in a business or
opportunity  through the  purchase  and sale of  investment  securities  will be
limited.

        The  Company's  plan of  business  may  involve  changes in its  capital
structure,  management,  control and business,  especially  if it  consummates a
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company,  stockholders will
not be afforded these protections.

        Any  securities  which the Company  might  acquire in  exchange  for its
common stock are expected to be  "restricted  securities"  within the meaning of
the  Securities  Act of 1933, as amended (the "Act").  If the Company  elects to
resell such securities, such sale cannot proceed unless a registration statement
has been  declared  effective by the  Securities  and Exchange  Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities  not involving a  distribution,  would in all  likelihood be
available to permit a private  sale.  Although  the plan of  operation  does not
contemplate resale of securities acquired,  if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.

        An  acquisition  made by the  Company  may be in an  industry  which  is
regulated or licensed by federal,  state or local  authorities.  Compliance with
such regulations can be expected to be a time-consuming and expensive process.

Competition
-----------

        The Company expects to encounter substantial  competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to  attractive  business  opportunities.  The Company also will  possibly
experience competition from other public "blank check" companies,  some of which
may have more funds available than does the Company.

                                       14
<PAGE>

No Rights of Dissenting Shareholders
------------------------------------

        The  Company  does not  intend  to  provide  Company  shareholders  with
complete  disclosure   documentation  including  audited  financial  statements,
concerning a possible  target  company prior to  acquisition,  because  Colorado
Business Corporation Act vests authority in the Board of Directors to decide and
approve  matters  involving   acquisitions  within  certain  restrictions.   Any
transaction  would be  structured  as an  acquisition,  not a  merger,  with the
Registrant  being the parent company and the acquiree being merged into a wholly
owned subsidiary.  Therefore,  a shareholder will have no right of dissent under
Colorado law.

No Target Candidates for Acquisition
------------------------------------

        None of the Company's Officers,  Directors,  promoters,  affiliates,  or
associates  have had any  preliminary  contact or  discussion  with any specific
candidate for acquisition. There are no present plans, proposals,  arrangements,
or  understandings  with any  representatives  of the owners of any  business or
company regarding the possibility of an acquisition transaction.

HISTORY
-------

         Sun River Mining Inc. ("Sun River", the "Company" or the "issuer") is a
Colorado corporation  incorporated on February 25, 1997 to assume control of two
subsidiaries,  Grupo  Inversor  Rio Del Sol S.A.  ("Rio  Del  Sol"),  and  North
Bolivian Investment S.A. ("NBI"),  respectively 99.6% and 99.9924% then owned by
Sun River.  Rio Del Sol and NBI were both  Bolivian  corporations.  Neither  Sun
River nor the subsidiaries had any operational history or engaged in significant
business  operations,  and have not  generated  revenues  since  inception.

         In 1997, the Company issued to its founding  director,  Randy McCall, a
total of  100,000  shares of common  stock for a total of $100.  In 1997,  Randy
McCall and seven other entities  exchanged shares of two Bolivian  companies for
8,900,000 shares.  Mr. McCall received 1,500,000 shares.  Paul Enright,  K. Mark
Skow and Ronald Sparkman each received 2,000,000 shares.  William Petty received
400,000 shares, Grupo Inversor Rio Del Sol, S.A. received 788,000, Oscar Morales
received  200,000 and Mery Villarreal  Filipovich  received  12,000 shares.  The
Company had  transactions  with the following  promoters:  (i) Scott Wilding was
issued 25,000 common shares for his  assistance in newsletter  and press release
preparation,  (ii) Larry McNabb was issued  500,000 common shares for assistance
with  investor  and  broker/dealer   relations,  and  (iii)  Capital  Investment
Resources  was issued  450,000  common  shares for  financing  consultation  and
broker/dealer   relations.

                                       15
<PAGE>

         The  original  planned  business of Sun River was the  acquisition  and
evaluation of gold prospects, the exploration and development of such prospects,
and the production of gold to be sold to  international  gold  wholesalers.  The
business plan was unsuccessful.  No new products or services have been announced
to the  public.  The  issuer  does  not  does  not  currently  own any  patents,
trademarks,  licenses,  franchises,  concessions,  royalty  agreements  or labor
contracts.  The  issuer has no current  sources of raw  materials.  Governmental
approval of principal products or services is not required.  The estimate of the
amount spent the last two fiscal  years on direct costs of searching  for mining
concessions  with merit are  approximately  $335,000 for the current fiscal year
and $599,000 for the prior fiscal year.  No  significant  cost has been incurred
regarding compliance with environmental laws.

         In March  1997,  Rio Del Sol  entered  into a Letter  of  Understanding
whereby Rio Del Sol would  acquire an 81%  interest in Aluvion  S.A., a Bolivian
corporation,  engaged  in the  acquisition  and  exploration  of  alluvial  gold
properties in Bolivia,  for a total  consideration of approximately $9.7 million
including  the  assumption  of certain  indebtedness.  Rio Del Sol's  rights and
obligation under the Aluvion  Agreement have been transferred to NBI. On June 10
and  September  11, 1998 NBI  received,  from Aluvion and its  shareholders,  an
addendum to the original  Letter of  Understanding  agreement  amending  certain
terms including extending the time for payments of the balance due until January
31, 1999. The initial  business of Sun River was the  acquisition and evaluation
of  gold  properties  in  Bolivia,  the  exploration  and  development  of  such
properties for the production of gold.

         Aluvion  owned or  expected  to acquire  contractual  rights to explore
and/or produce gold from several  alluvial  properties in Bolivia in the Tipuani
gold mining  district in  northwestern  Bolivia,  which includes the Tipuani and
Kaka Rivers and neighboring  properties whose mineral rights are held by Central
de Cooperativas Cangalli. Alluvion expected to acquire similar rights to explore
and/or  produce gold from  alluvial  properties  in and along the Upper  Tipuani
River and Kaka River.  Following the completion of the Aluvion Acquisition,  the
Sun River  Group was to have  interests  in several  gold  properties,  which it
intended to bring into  production.  Those  properties  may be considered in two
categories:  dredging properties and dry land properties. Aluvion was to own all
of the Sun River Group's  rights to dredging  properties  and be the operator of
those  properties.  The  proportionate net interest of Sun River in the dredging
properties  of Aluvion  was to be  equivalent  to Sun  River's  indirect  equity
interest of  approximately  81% in  Aluvion.  The  Aluvion  transaction  was not
completed  due to numerous  factors  including  lack of funding and contract and
title issues, and Sun River did not acquire an 81% interest in Aluvion.

         Sun River retained Watts,  Griffis and McOuat Limited, an international
firm of consulting  geologists and engineers,  to review Aluvion's  estimates of
these reserves and of the capital and operating  costs of the various  projects.

                                       16
<PAGE>

         In order to bring the planned  projects into  commercial  production in
the preferred time period, Sun River needed to complete a major financing in the
estimated  minimum amount of $16.4  million.  That amount would have allowed Sun
River to complete the  acquisition  of 81% of Aluvion and provide enough capital
to put the  operating  plan into effect.  Although Sun River  intended to seek a
capital commitment of $20 million from a perspective joint venture partner,  the
amount over $16.4  million was expected to be released back to the joint venture
partner at an early stage. As an alternative to the joint venture structure, Sun
River had analyzed a corporate  financing whereby new investors would contribute
the required  capital in return for common  shares of Sun River.  The  necessary
financing  to carry out the  Company's  plans in the mineral  industry was never
achieved,  and the Company had to abandon all of its mineral  business  ventures
and plans.

         In May 1998 Sun  River  entered  into a Letter of  Intent  with  Empire
Ventures,  Inc.  ("Empire") to acquire all of the outstanding  shares of Empire,
which owns mineral  properties in Colorado in exchange for  2,300,000  shares of
Sun River  common  stock.  Empire was unable to provide to Sun River  assurances
that  there  was no  material  liability  regarding  environmental  issues,  and
therefore the transaction was not completed.

         On  January  9,  1999,  Rio Del Sol  entered  into  an  agreement  with
Cooperativa  Minera  Aurifera  26  de  Septiembre  Poroma  Ltda  ("Cooperativa")
concerning a prospect ("Challana"), which is located along the Challana River in
the Tipuani gold mining district of Bolivia.

         Sun  River  Mining,   Inc.  received  a  report  entitled  "Review  and
Evaluation  of the Challana  Project,  Tipuani  Mining  District,  Bolivia" from
Patagonia  Capital Corp.  ("Patagonia")  of Evergreen,  Colorado.  Patagonia was
retained to provide an  independent,  third  party  assessment  of the  Challana
Project and  recommendations  concerning the Sun River Group's  financial needs.
Discussions contained in the Patagonia report included the belief that "Challana
is a low-risk  exploration  project with  significant  upside  potential,  and a
property  that  clearly  merits  further   exploration  and   development."   An
exploration/development  budget of US$500,000  was proposed and agreed to by the
parties.  Rio Del Sol was to retain ownership of the capital equipment  required
for the project (estimated to be approximately one-half of the $500,000 required
investment).  Sun River did not have the funds to fulfill the contractual  terms
of the agreements  with the Cooperativa  and  unsuccessfully  pursued funding to
meet the terms of these agreements.

         Sun River had two Bolivian subsidiaries which it has abandoned and they
are dissolved.  Due to the extremely difficult financial environment now present
in the precious  metals mining  industry,  the payment  terms of the  agreements
regarding the Bolivian  prospects,  the marginal economics indicated in light of
recent gold prices, the continuing decline in the price of gold, and the risk of
doing business in a foreign country  including relying on other people to manage
certain  aspects of the  business or provide  necessary  professional  services,
neither the  subsidiaries  nor the Sun River was able to secure the funds,  or a
commitment  for such funds,  necessary to fulfill  contractual  agreements.  Sun
River ceased funding to its former  Bolivian  subsidiaries  and has expensed all
investment, $923,834 including the initial April 3, 1997 investment of $312,106,
in such subsidiaries.

                                       17
<PAGE>

         On June 9, 1999,  Sun River  entered  into an agreement  with  Compania
Minera Cerros del Sur S. de R.L. de C.V. to purchase the mineral company and its
principal  holdings,  including a mineral  concession,  a  producing  mine and a
processing plant at Clavo Rico, near the city of Choluteca,  southern  Honduras.
The  companies  agreed for Sun River Mining to evaluate the company for a period
of up to 90 days,  after which time Sun River had the option to acquire  100% of
the operating company.  The assets included a mining concession of approximately
500 acres and approximately 23 acres of deeded surface. On October 19, 1999, the
Agreement was  reaffirmed as the parties  agreed that Sun River shall have up to
an additional 90 days in which to continue to evaluate the property and disburse
the first acquisition payment.  Total purchase price was $335,000 payable in two
installments  within 90 days after  signing a definitive  agreement to purchase.
The Company  abandoned the  agreements  because it did not have  adequate  funds
secured to fulfill any  contractual  agreements  and the option to purchase  has
expired.  The  Company  does not  intend to further  pursue  any  venture in the
minerals industry.

Administrative Offices
----------------------

         The Company  currently  maintains  a mailing  address at P. O. Box 723,
Evergreen, Colorado 80437. Other than this mailing address, the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining  office  facilities at any time in the foreseeable  future.  The
Company pays no rent or other fees for the use of this mailing address.

Employees
---------

        The Company is a development stage company and currently has no salaried
employees.  Management of the Company expects to use consultants,  attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating  business  opportunities.  The
need for employees and their  availability  will be addressed in connection with
the  decision  whether or not to acquire or  participate  in  specific  business
opportunities. There is no current plan under which, remuneration may be paid to
or  accrued  for  the  benefit  of,  the  Company's  officers  prior  to,  or in
conjunction with, the completion of a business acquisition for services actually
rendered,  and the company has adopted a resolution  and policy which  precludes
payment of any  compensation  or finder's  fees to officers  or  directors.  See
"Executive   Compensation"   and  under  "Certain   Relationships   and  Related
Transactions."

Risk Factors
------------

1.  Conflicts of Interest.  Certain  conflicts of interest may exist between the
Company and its officers and directors.  They have other  business  interests to
which they  devote  their  attention,  and may be  expected to continue to do so
although  management time should be devoted to the business of the Company. As a
result,  conflicts  of  interest  may arise that can be  resolved  only  through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."

        It is  anticipated  that  Company's  officers and directors may actively
negotiate or otherwise  consent to the purchase of a portion of his common stock
as a condition  to, or in  connection  with,  a proposed  merger or  acquisition
transaction.  In this  process,  the  Company's  officers  may  consider his own
personal  pecuniary  benefit  rather than the best  interests  of other  Company

                                       18
<PAGE>

shareholders, and the other Company shareholders are not expected to be afforded
the  opportunity  to  approve  or  consent  to  any  particular   stock  buy-out
transaction. See "Conflicts of Interest."

2. Need For Additional  Financing.  The Company has very limited funds, and such
funds  may  not  be  adequate  to  take  advantage  of  any  available  business
opportunities.  Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity.  The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the  availability,  source,  or terms that might govern the
acquisition of additional  capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available,  that they can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.

3.  Regulation of Penny Stocks.  The Company's  securities,  when  available for
trading,  will be subject to a  Securities  and  Exchange  Commission  rule that
imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker-dealers  to sell the Company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefore.

       In addition,  the Securities and Exchange Commission has adopted a number
of rules to regulate  "penny  stocks." Such rules  include Rules 3a51-1,  15g-1,
15g-2,  15g-3,  15g-4,  15g-5,  15g-6,  15g-7,  and 15g-9  under the  Securities
Exchange  Act of 1934,  as amended.  Because the  securities  of the Company may
constitute "penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its  securities.  The rules may further affect the ability
of owners of Shares to sell the  securities  of the  Company in any market  that
might develop for them.

        Shareholders should be aware that,  according to Securities and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"

                                       19

<PAGE>

practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

4.Lack of  Operating  History.  The  Company  was  formed in 1997 and has had an
unsuccessful  operating  history.  Due  to the  special  risks  inherent  in the
investigation,  acquisition,  or involvement in a new business opportunity,  the
Company must be regarded as a new or start-up venture with all of the unforeseen
costs, expenses, problems, and difficulties to which such ventures are subject.

5. No Assurance  of Success or  Profitability.  There is no  assurance  that the
Company  will  acquire a  favorable  business  opportunity.  Even if the Company
should become involved in a business opportunity,  there is no assurance that it
will  generate  revenues or profits,  or that the market price of the  Company's
common stock will be increased thereby.

6. Possible  Business - Not  Identified  and Highly  Risky.  The Company has not
identified and has no  commitments to enter into or acquire a specific  business
opportunity  and  therefore  can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific  business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's  acquisition of or  participation  in a business  opportunity will
likely be highly  illiquid  and could  result in a total loss to the Company and
its stockholders if the business or opportunity  proves to be unsuccessful.

7. Type of Business  Acquired.  The type of  business to be acquired  may be one
that desires to avoid  effecting  its own public  offering and the  accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect  investors.  Because of the  Company's  limited  capital,  it is more
likely than not that any  acquisition  by the Company will involve other parties
whose  primary  interest  is the  acquisition  of control  of a publicly  traded
company.   Moreover,   any  business   opportunity  acquired  may  be  currently
unprofitable or present other negative factors.

                                       20
<PAGE>

8. Impracticability of Exhaustive Investigation. The Company's limited funds and
the lack of full-time  management will likely make it impracticable to conduct a
complete and  exhaustive  investigation  and analysis of a business  opportunity
before the Company  commits its capital or other resources  thereto.  Management
decisions,  therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if the Company had more
funds  available to it,  would be  desirable.  The Company will be  particularly
dependent in making decisions upon information provided by the promoter,  owner,
sponsor,  or  others  associated  with  the  business  opportunity  seeking  the
Company's participation.  A significant portion of the Company's available funds
may be  expended  for  investigative  expenses  and other  expenses  related  to
preliminary aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.

9. Lack of Diversification.  Because of the limited financial resources that the
Company  has, it is  unlikely  that the Company  will be able to  diversify  its
acquisitions or operations.  The Company's  probable  inability to diversify its
activities  into  more  than one area  will  subject  the  Company  to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

10.  Reliance upon  Financial  Statements.  The Company  generally  will require
audited financial  statements from companies that it proposes to acquire.  Given
cases where audited financials are not available,  the Company will have to rely
upon  interim  period  unaudited  information  received  from target  companies'
management that has not been verified by outside auditors.  The lack of the type
of independent  verification  which audited financial  statements would provide,
increases the risk that the Company,  in evaluating an  acquisition  with such a
target company, will not have the benefit of full and accurate information about
the  financial  condition  and recent  interim  operating  history of the target
company. This risk increases the prospect that the acquisition of such a company
might  prove to be an  unfavorable  one for the  Company  or the  holders of the
Company's securities.

        Moreover, the Company will be subject to the reporting provisions of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited
statements  would  not  be  considered  by the  Company  to be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Should  the  Company,  during  the time it  remains  subject to the
reporting  provisions of the Exchange Act,  complete an acquisition of an entity
for which audited  financial  statements prove to be  unobtainable,  the Company
would  be  exposed  to  enforcement  actions  by  the  Securities  and  Exchange
Commission (the  "Commission")  and to corresponding  administrative  sanctions,
including  permanent  injunctions  against the Company and its  management.  The
legal and other costs of  defending a Commission  enforcement  action would have
material,  adverse consequences for the Company and its business. The imposition
of  administrative  sanctions  would  subject  the  Company to  further  adverse
consequences.

                                       21
<PAGE>

        In addition,  the lack of audited financial statements would prevent the
securities  of the Company from becoming  eligible for listing on NASDAQ,  or on
any existing stock exchange.  Moreover, the lack of such financial statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as
market  makers in the  securities  of the  Company.  Without  audited  financial
statements,  the Company  would almost  certainly be unable to offer  securities
under a registration  statement  pursuant to the Securities Act of 1933, and the
ability of the Company to raise  capital  would be  significantly  limited until
such financial statements were to become available.

11. Other  Regulation.  An acquisition  made by the Company may be of a business
that is  subject  to  regulation  or  licensing  by  federal,  state,  or  local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.

12. Dependence upon Management; Limited Participation of Management. The Company
currently  has only two (2)  individuals  who are  serving as its  officers  and
directors on a part time basis. The Company will be heavily dependent upon their
skills,  talents,  and abilities to implement its business  plan,  and may, from
time to time,  find that the  inability of the officers and  directors to devote
their full time  attention to the business of the Company  results in a delay in
progress  toward  implementing  its business  plan.  See  "Management."  Because
investors  will  not be  able  to  evaluate  the  merits  of  possible  business
acquisitions  by the  Company,  they should  critically  assess the  information
concerning the Company's officers and directors.

13. Lack of  Continuity in  Management.  The Company does not have an employment
agreement  with  its  officers  and  directors,  and as a  result,  there  is no
assurance they will continue to manage the Company in the future.  In connection
with  acquisition of a business  opportunity,  it is likely the current officers
and directors of the Company may resign  subject to compliance  with Section 14f
of the Securities  Exchange Act of 1934. A decision to resign will be based upon
the identity of the business opportunity and the nature of the transaction,  and
is  likely to occur  without  the vote or  consent  of the  stockholders  of the
Company.

14. Indemnification of Officers and Directors. The Colorado Business Corporation
Act provides for the indemnification of its directors,  officers, employees, and
agents, under certain circumstances,  against attorney's fees and other expenses
incurred by them in any  litigation  to which they become a party  arising  from
their association with or activities on behalf of the Company.  The Company will
also bear the expenses of such  litigation for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the Company which it will be unable to recoup.

                                       22
<PAGE>

15. Director's Liability Limited. The Colorado Business Corporation Act excludes
personal  liability  of its  directors to the Company and its  stockholders  for
monetary  damages  for breach of  fiduciary  duty  except in  certain  specified
circumstances.  Accordingly,  the Company will have a much more limited right of
action against its directors than  otherwise  would be the case.  This provision
does not affect the liability of any director under federal or applicable  state
securities laws.

16. Dependence upon Outside Advisors.  To supplement the business  experience of
its officers and directors,  the Company may be required to employ  accountants,
technical experts, appraisers,  attorneys, or other consultants or advisors. The
selection of any such advisors will be made by the Company's  President  without
any input from  stockholders.  Furthermore,  it is anticipated that such persons
may be engaged on an "as needed" basis  without a continuing  fiduciary or other
obligation to the Company.  In the event the President of the Company  considers
it  necessary  to hire  outside  advisors,  he may elect to hire persons who are
affiliates, if they are able to provide the required services.

17.  Leveraged  Transactions.  There is a possibility  that any acquisition of a
business  opportunity  by the Company may be  leveraged,  i.e.,  the Company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
Company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.

18. Competition. The search for potentially profitable business opportunities is
intensely  competitive.  The  Company  expects  to  be  at a  disadvantage  when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and  capabilities  than the  Company.  These  competitive
conditions  will  exist  in  any  industry  in  which  the  Company  may  become
interested.

19. No Foreseeable  Dividends.  The Company has not paid dividends on its common
stock and does not anticipate paying such dividends in the foreseeable future.

                                       23
<PAGE>

20.  Loss of Control by Present  Management  and  Stockholders.  The Company may
consider an  acquisition in which the Company would issue as  consideration  for
the business  opportunity  to be acquired an amount of the Company's  authorized
but  unissued  Common  Stock that  would,  upon  issuance,  represent  the great
majority of the voting  power and equity of the  Company.  The result of such an
acquisition  would be that the acquired  company's  stockholders  and management
would  control the Company,  and the Company's  management  could be replaced by
persons  unknown at this time.  Such a merger would result in a greatly  reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's major shareholders could sell control blocks of stock at a premium
price to the acquired company's stockholders.

21. No Public Market Exists.  There is no public market for the Company's common
stock,  and no  assurance  can be given  that a market  will  develop  or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Factors  such as those  discussed  in this  "Risk  Factors"  section  may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the  securities,  many brokerage firms may not be willing to
effect  transactions  in the  securities.  Even if a  purchaser  finds a  broker
willing  to  effect  a  transaction  in these  securities,  the  combination  of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.


                                       24
<PAGE>

Item 2.           Property
------------------------------

         The Company does not have any formal  offices at year end.  Records are
maintained and mail received at P. O. Box 723,  Evergreen,  Colorado 80437.  The
Company owns no real property.

Item 3.           Legal Proceedings
-----------------------------------

        The Company is a party to no currently pending legal proceedings, nor is
its property subject to such proceedings, at September 30, 2001.

Item 4.           Submission of Matters to a Vote of Security Holders
---------------------------------------------------------------------

        No matters were submitted  during the fiscal year covered by this report
to a vote of  security  holders of the  Company,  through  the  solicitation  of
proxies or otherwise.

Item 5.           Market for Registrant's Common Equity and Related  Stockholder
                  Matters
--------------------------------------------------------------------------------

         The range of high and low trade  quotations  for the  Company's  common
stock on the OTCBB (1999 to March 2000)  and/or Pink Sheets (FY 2000 after March
2000) for each fiscal quarter since the last report, as reported by the National
Quotation Bureau Incorporated, was as follows

2001                                  HIGH                        LOW
First Quarter                          $.03                       $.01
Second Quarter                         $.02                       $.01
Third Quarter                          $.01                       $.01
Fourth Quarter                         $.02                       $.01

2000
First Quarter                          $.10                       $.03
Second Quarter                         $.21                       $.03
Third Quarter                          $.18                       $.01
Fourth Quarter                         $.03                       $.01

1999
First Quarter                          $.75                       $.1562
Second Quarter                         $.2969                     $.0469
Third Quarter                          $.1562                     $.0469
Fourth Quarter                         $.0938                     $.0312


         The  above  quotations  reflect  inter-dealer  prices,  without  retail
mark-up,  mark-down,  or commission  and may not  necessarily  represent  actual
transactions.

         As of September 30, 2001, there were 69 record holders of the Company's
common Stock.

         The Company has not  declared or paid any cash  dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.

                                       25

<PAGE>

Item 6.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations

                 Financial Condition and Changes in Financial Condition
--------------------------------------------------------------------------------

         No operations  were  conducted  and no revenues  were  generated in the
fiscal year. The Company had no income in the year ended September 30, 2001. The
Company at year end had no capital, no cash, and no other assets. The Company at
year end was totally  illiquid and needed cash  infusions from  shareholders  to
provide capital, or loans from any sources.

        Results of  Operations  for the fiscal year ended  September  30,  2001,
compared to fiscal year ended September 30, 2000
--------------------------------------------------------------------------------

         The Company  incurred  expenses  totalling  $16,991 in 2001 compared to
$140,728 in 2000. The Company  accrued no  compensation to Officers for services
but  incurred  legal and  accounting  expenses  of  $13,545  in the year.  Other
miscellaneous  expenses  totalled  $3,446.  The  Company  had no  operations  or
revenues in 2001 or 2000.  The net profit for 2001 was $305,485  resulting  from
extraordinary  gains  from  settlement  of debt  and for  2000  the net loss was
($118,369)  including  interest.  The net  profit  per  share  was  $.02 in 2001
compared  to a net loss of ($.01) in 2000.  A  continuation  of the trend of net
losses  should be  expected  to  continue  in the future  until some  profitable
operations are achieved, if ever any are acquired or developed.  Since inception
in 1997 the Company has accumulated deficits totalling ($2,288,325) to September
30, 2001.

     Liquidity & Capital Resources
     -----------------------------

         The Company remains in the development stage and, since inception,  has
experienced  significant  liquidity  problems  and  has no  significant  capital
resources now and has stockholder's deficit of ($366,906) at September 30, 2001.
The Company has no current assets and no other assets at September 30, 2001.

         The  Company  is  unable  to  carry  out any plan of  business  without
funding. The Company cannot predict to what extent its current lack of liquidity
and capital resources will impair the consummation of a business  combination or
whether it will incur further operating losses through any business entity which
the Company may eventually  acquire.  There is no assurance that the Company can
continue as a going concern without substantial  funding,  for which there is no
source.

         The  Company  estimates  it will  require  $25,000  to $30,000 to cover
legal, accounting, transfer and miscellaneous costs of being a reporting company
in the next fiscal  year.  The Company  will have a cash  shortfall  for current
annual costs of at least  $25,000 to $30,000,  for which it has no source except
shareholder loans or contributions, none of which have been committed.

         The  Company  has no cash  for  any  operations.  It will  have to make
private  placements of stock, for which it has no sources,  or obtain loans from
shareholders,  to have  any  cash  for even  limited  operations.  There  are no
committed loan sources at this time.

                                       26
<PAGE>

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 registrant to
complete a business combination.  Once a business combination is completed,  the
Company's needs for additional  financing are likely to increase  substantially.
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  be
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.

         The Company has no plans for any research and  development  in the next
twelve  months.  The Company has no plans at this time for purchases or sales of
fixed assets which would occur in the next twelve months.

         The Company has no expectation or anticipation  of significant  changes
in number of  employees  in the next twelve  months,  however,  if it achieves a
business  acquisition,  it may acquire or add employees of an unknown  number in
the next twelve months.

         The Company's  auditor has issued a "going  concern"  qualification  as
part of his opinion in the Audit Report.

         There is substantial doubt about the ability of the Company to continue
as a "going concern." The Company has no business, no capital, debt in excess of
$366,906,  all of  which  is  current,  no  cash,  no  assets,  and  no  capital
commitments.  The  effects  of such  conditions  could  easily  be to cause  the
Company's bankruptcy, except there are no assets to liquidate in Bankruptcy.

         Management  hopes to seek a business which might be acquired,  at which
time there may be a necessity to seek and obtain  funding,  via loans or private
placements of stock to pay off debt and provide working capital.  Management has
no current plan to seek capital in the form of loans or stock private placements
at this time because it has no business  upon which to base any capital  raising
plan.

                                       27
<PAGE>

Item 7.           Financial Statements and Supplementary Data
-------------------------------------------------------------

                  Please refer to pages F-1 through F-10.


Item 8.           Changes  in  and  Disagreements  on  Accounting and  Financial
                  Disclosure
--------------------------------------------------------------------------------

        Michael B. Johnson & Company, CPA's of Denver, Colorado were retained in
1997 as auditors for the Company for fiscal year 1997 and thereafter.


                                    PART III

Item 9.           Directors  and  Executive  Officers   of  the  Registrant  and
                  Compliance with Section 16(a)
--------------------------------------------------------------------------------

         The director and executive  officers currently serving the Company are
as follows:

NAME                             POSITION HELD                TENURE
-------------------------------------------------------------------------------
Stephen B. Doppler       President                      Since August 2001
                          Chairman of the Board

Stephen W. Weathers      Secretary                      Since August 2001

Randy A. McCall          Former President               Director since inception
                          Currently Director

Thomas Anderson          Director                       Since August 2001

        The  directors  named above will serve until the next annual  meeting of
the Company's stockholders.  Thereafter,  directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of  directors,  absent any  employment  agreement,  of
which none  currently  exists or is  contemplated.  There is no  arrangement  or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.

        The  directors  and officers of the Company will devote such time to the
Company's  affairs on an "as needed" basis, but less than 20 hours per month. As
a result,  the actual  amount of time which  they will  devote to the  Company's
affairs is unknown and is likely to vary substantially from month to month.

                                       28
<PAGE>

BIOGRAPHICAL INFORMATION

         STEPHEN B. DOPPLER, age 44, was appointed President and Chairman of the
Board of Directors on August 2, 2001. Prior to joining the Company,  Mr. Doppler
was an  independent  consultant  for the  period of 1998 to 2000.  Over the past
three years, he provided  consulting  services to more than 80 clients worldwide
in  18  industry  sectors,  serving  as a  business  advisor  in  the  areas  of
acquisitions,  debt and equity  financing,  initial  public  offerings,  reverse
mergers,    strategic   planning,   fair   market   valuations,    international
diversification  strategies,  business  reorganizations &  re-structuring,  and,
investor relations/marketing services. From August 1996 through February 1999 he
served as President and Chairman of Adamas  Resources  Corp.,  an  international
mineral exploration company listed on the Vancouver Stock Exchange. From 1999 to
2001 he acted as an independent  consultant in mineral exploration  matters. Mr.
Doppler received an M.S. in Mineral  Economics from the Colorado School of Mines
and B.A. degrees in Geology and Economics from Bates College.

         STEPHEN W.  WEATHERS,  age 41, was  appointed  to the Sun River  Mining
Board of Directors on August 2, 2001. Mr.  Weathers  earned his B. S. in Geology
from Boise State University. He has worked as an environmental geologist both in
the mining industry and oil and gas industry.  His duties  included  permitting,
environmental compliance, environmental  remediation/reclamation and natural gas
asset acquisitions both in the United States and Canada. Mr. Weathers worked for
Maxxim  Environmental/Terracon  from 1997 through 1999 and presently works for a
Duke  Energy  Field  Services   which  is  a  natural  gas  processing   company
(1999-2002).

         RANDY A.  MCCALL,  age 51,  has been on the Board of  Directors  of Sun
River  Mining,  Inc.  since  the  inception  of the  company  and was  appointed
President in March 1997. He held the office of President  until the  appointment
of Steven R. Davis in March 1999. In May 1999,  Mr. McCall assumed the positions
of CFO, Corporate Secretary,  and Treasurer.  In March 2000, he assumed position
of President of the Company  again,  when Steven R. Davis  resigned.  Mr. McCall
resigned as President  on August 2, 2001 when  Stephen B. Doppler was  appointed
President.  Mr. McCall is currently a Director  only.  Mr. McCall is a Certified
Public Accountant with over 25 years of senior financial management  experience.
Prior to joining the Company, Mr. McCall was an independent consultant providing
tax,  accounting,  and  managerial  services.  From  1972 to  1993  he has  held
positions  as the  president  of a  public  accounting  firm  and  as the  Chief
Executive  Officer,  Chief  Financial  Officer  and/or  Chairman of the Board of
telecommunications  and marketing  companies  including Com-net,  Inc., American
Buyers Network, Inc., and Voice Interactive Processing, Inc. Mr. McCall has been
employed since November 1998 by Region III Behavioral  Health Services as Fiscal
Director.

         THOMAS  ANDERSON,  age 36,  became a director of the Company in August
2001. Mr. Anderson has spent much of the last 10 years working as a geologist in
the environmental  consulting  field. His primary focus has been  stratigraphic,
hydrogeologic,  and geochemical  characterization,  and remediation of hazardous
waste  sites.  Mr.  Anderson  completed  a M.S.  in  Environmental  Science  and
Engineering at the Colorado School of Mines in 1998. Since 1998, he has provided
consulting  services to the  Department of Energy and  Department of Defense for
complex  problems   encountered  during   characterization  and  remediation  of

                                       29
<PAGE>

radioactive  and  hazardous  waste  sites.  He has been a  Senior  Environmental
Scientist at Concurrent  Technologies  Corp.  from  November 2000 to date.  From
March 2000 to November 2000 he was employed as a hydrologist  at Stone & Webster
Engineering,  Inc.  From July 1998 to March  2000 he was  employed  by  Advanced
Integrated Management Services as an Environmental Scientist/Engineer. From 1997
to 1998 he was a research  assistant  at  Colorado  School of Mines in  Graduate
Program/Environmental Science.

         Management will devote part time to the operations of the Company,  and
any time spent will be devoted to screening  and  assessing  and, if  warranted,
negotiating to acquire business opportunities.

        None  of  the  Company's   officers   and/or   directors   receives  any
compensation for their  respective  services  rendered to the Company,  nor have
they received such compensation in the past. They all have agreed to act without
compensation  until authorized by the Board of Directors,  which is not expected
to occur  until  the  Company  has  generated  revenues  from  operations  after
consummation of a merger or  acquisition.  As of the date of filing this report,
the Company has no funds available to pay officers or directors.  Further,  none
of the  officers or  directors  is  accruing  any  compensation  pursuant to any
agreement with the Company. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.

        It is possible that, after the Company successfully consummates a merger
or acquisition with an unaffiliated  entity, that entity may desire to employ or
retain one or a number of members of the Company's  management  for the purposes
of  providing  services to the  surviving  entity,  or otherwise  provide  other
compensation to such persons.  However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be  a  consideration  in  the  Company's  decision  to  undertake  any  proposed
transaction.  Each member of management  has agreed to disclose to the Company's
Board of Directors any discussions  concerning possible  compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and  further,  to  abstain  from  voting on such  transaction.  Therefore,  as a
practical  matter,  if each  member of the  Company's  Board of  Directors  were
offered  compensation  in any form from any  prospective  merger or  acquisition
candidate, the proposed transaction would not be approved by the Company's Board
of Directors as a result of the inability of the Board to affirmatively  approve
such a transaction.

Conflicts of Interest

        Members of the Company's  management   maybe associated with other firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and  directors  are engaged in other  business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

                                       30
<PAGE>

         Certain of the officers and  directors of the Company are directors and
principal  shareholders  in  other  blank  check  companies,  and  officers  and
directors  of the Company  may in the future  become  shareholders,  officers or
directors of other  companies which may be formed for the purpose of engaging in
business  activities  similar to those  conducted by the  Company.  Accordingly,
direct  conflicts  of  interest  may arise in the  future  with  respect to such
individuals  acting on behalf of the  Company or other  entities.  Conflicts  of
interest may arise with respect to opportunities  which come to the attention of
such  individuals in the  performance of their duties or otherwise.  The Company
does not  currently  have a right of first refusal  pertaining to  opportunities
that come to management's  attention insofar as such opportunities may relate to
the Company's proposed business operations.

        The  officers  and  directors  are,  so  long as they  are  officers  or
directors  of the Company,  subject to the  restriction  that all  opportunities
contemplated by the Company's plan of operation  which come to their  attention,
either  in the  performance  of their  duties or in any  other  manner,  will be
considered  opportunities  of,  and be made  available  to the  Company  and the
companies  that they are  affiliated  with on an equal  basis.  A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company and the  companies  with which the  officers  and  directors  are
affiliated  both desire to take advantage of an  opportunity,  then the Board of
Directors  has agreed that said  opportunity  should be  available  to each such
company in the order in which such companies registered or became current in the
filing of annual  reports under the Exchange Act  subsequent to January 1, 1997.
All directors may still  individually  take  advantage of  opportunities  if the
Company should decline to do so. Except as set forth above,  the Company has not
adopted any other conflict of interest policy with respect to such transactions.

        The  Company's  Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition  of, any entity in which any officer
or director  serves as an officer or  director or in which they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so.

        There can be no assurance that  management will resolve all conflicts of
interest in favor of the Company.

                                       31
<PAGE>

Item 10.          Executive Compensation
---------------------------------------------

         The Company  accrued $0  compensation  to the  executive  officers as a
group for  services  rendered to the Company in all  capacities  during the 2001
fiscal year. No one executive officer received,  or has accrued for his benefit,
in excess of $60,000  for the year.  No cash  bonuses  were or are to be paid to
such persons.

        The Company does not have any employee incentive stock option plans.

        There are no plans pursuant to which cash or non-cash  compensation  was
paid or  distributed  during the last fiscal year,  or is proposed to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which
result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.

<TABLE>
                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES
<S>                         <C>        <C>            <C>          <C>                   <C>              <C>
                            Fiscal     Annual Compensation                                          Awards
Name & Principal            Year       Salary         Bonus        Other Annual          Restricted       Securities
Position                               ($)            ($)          Compensation          Stock            Underlying
                                                                   ($)                   Award(s)         Options/
                                                                                         ($)              SARS (#)
--------------------------------------------------------------------------------------------------------------------------

Steven R. Davis,            1998       0              0            0                     0                0
President (resigned 2000)   1999       $45,750*       0            0                     0                300,000 shares
                            2000       $22,500        0            0                     0                0

Randy A. McCall,            1998       $60,000**      0            0                     0                0
Former President,           1999       $60,000**      0            0                     0                0
Former Secretary            2000       $0             0            0                     0                0
                            2001       $0             0            0                     0                0

Stephen B. Doppler,
President & Chairman        2001       $0             0            0                     0                0

Stephen W. Weathers,
Secretary                   2001       $0             0            0                     0                0
--------------------------- ---------  -------------- -----------  --------------------- ---------------  ----------------

*$1,500 for partial  month  March  1999,  $6,750 for April,  and $7,500 for each
month thereafter in 1999 and while employed in 2000, total 1999 salary expense -
Steven R. Davis = $68,250.

**accrued, but not paid

In  addition  to the  salaries  above,  salaries  were paid or  accrued  to past
officers, Joseph R. Wojcik $42,500, and Sam Del Cielo $17,500, for a total in FY
1999 of $165,750.

</TABLE>

                                       32
<PAGE>
<TABLE>
<CAPTION>
                                              Directors' Compensation
<S>                                     <C>            <C>            <C>               <C>           <C>
Name                                    Annual         Meeting        Consulting        Number        Number of
                                        Retainer       Fees ($)       Fees/Other        of            Securities
                                        Fee($)                        Fees ($)          Shares        Underlying
                                                                                        (#)           Options
                                                                                                      SARS (#)
--------------------------------------------------------------------------------------------------------------------------
A. Director, Randy A. McCall            $1,000         $100           0                 0             0
B. Director, Thomas Anderson            $0             $0             0                 0
--------------------------------------- -------------- -------------  ----------------  ------------- --------------------
</TABLE>


        Option/SAR Grants Table (None)

        Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)

         No officer or director has received any other  remuneration  in the two
year  period  prior to the filing of this  registration  statement.  There is no
current plan in  existence,  to pay or accrue  compensation  to its officers and
directors for services related to seeking business  opportunities and completing
a merger or  acquisition  transaction.  See "Certain  Relationships  and Related
Transactions."  The  Company  has  no  stock  option,  retirement,  pension,  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.
<TABLE>
<CAPTION>
                                              Option/SAR Grants Table
<S>                      <C>                           <C>                            <C>              <C>
Name                     Number of Securities          % of Total                     Exercise         Expiration
                         Underlying                    Options/SARs                   or Price         Date
                         Options/SARs                  Granted to Employees           ($/Sh)
                         Granted (#) in Fiscal Year
-------------------------------------------------------------------------------------------------------------------
None

</TABLE>

<TABLE>
<CAPTION>

                                Aggregated Option/SAR Exercises in Last Fiscal Year
                                            and FY-End Option/SAR value

<S>                         <C>               <C>             <C>                           <C>
Name                        Shares            Value           Number of Securities          Value of Unexercised
                            Acquired          Realized        Underlying                    In the Money
                            on                ($)             Unexercised                   Options/SARs at FY-
                            Exercise                          Options/SARs at FY-           End ($) Exercisable/
                            (#)                               End (#) Exercisable/          Unexercisable
                                                              Unexercisable
---------------------------------------------------------------------------------------------------------------------
None


</TABLE>

                                       33
<PAGE>

Item 11.          Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------------------------

         The  following  table sets forth,  as of the date of this  Report,  the
number of shares of common stock owned of record and  beneficially  by executive
officers,  directors and persons who hold 5.0% or more of the outstanding common
stock  of the  Company.  Also  included  are the  shares  held by all  executive
officers and directors as a group.

SHAREHOLDERS/                NUMBER OF SHARES                    OWNERSHIP
BENEFICIAL OWNERS                                                PERCENTAGE
---------------------------------------------------------------------------
Randy McCall
Former President and Director
1909 "P" Street
Ord, NE 68862                         1,580,000                 10.2%

Stephen B. Doppler
President & Chairman
9084 Armadillo Trail
Evergreen, CO  80439                          0                    0%

Stephen W. Weathers
Secretary
1926 S. Xenon St.
Lakewood, CO  80228                     135,700                   .9%

Thomas Anderson
Director
1020 21st Street
Golden, Colorado  80401                 238,000                   1.5%

Paul Enright
7391 Grant Ranch Rd., #1312
Littleton, CO 80123                   1,900,000                  12.3%

K. Mark Skow
P.O. Box 3614
Carefree, AZ 85377                    1,843,000                  11.9%

All directors and executive
officers as a group (4 persons)       1,953,700                  12.6%

Each principal  shareholder has sole investment power and sole voting power over
the shares.

                                       34
<PAGE>

Item 12.       Certain Relationships and Related Transactions
---------------------------------------------------------------

         No related party transactions have occurred in the fiscal years 2000 or
2001.

         No officer,  director,  or  affiliate of the Company has or proposes to
have any  direct or  indirect  material  interest  in any asset  proposed  to be
acquired  by the Company  through  security  holdings,  contracts,  options,  or
otherwise.

         The Company has adopted a policy under which any consulting or finder's
fee  that  may be  paid to a third  party  for  consulting  services  to  assist
management  in evaluating a prospective  business  opportunity  would be paid in
stock or in cash.  Any such  issuance of stock would be made on an ad hoc basis.
Accordingly,  the Company is unable to predict  whether or in what amount such a
stock issuance might be made.

         Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement  with an acquisition
candidate requiring the sale of all or a portion of the common stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.


                                    PART IV


Item 13.       Exhibits and Reports on Form 8-K
------------------------------------------------

     The following documents are filed as part of this report:

     1.   Reports on Form 8-K:
          None

     2.   Exhibits:
          None

                                       35

<PAGE>
                                      INDEX

                                                      Form 10-K
Regulation                                            Consecutive
S-K Number                 Exhibit                    Page Number

3.1               Articles of Incorporation           Incorporated by reference
                                                      to Registration Statement
                                                      Form 10SB12G #000-29621


3.2               Bylaws                              Incorporated by Reference
                                                      to Registration Statement
                                                      Form 10SB12G # 000-29621




                                       36

<PAGE>

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


Dated: March 29, 2002



                                          SUN RIVER MINING, INC.
                                          ---------------------

                                          By:/s/Stephen B. Doppler
                                          ---------------------------------
                                          President and Chairman

                                          /s/Stephen W. Weathers
                                          ---------------------------------
                                          Secretary


                                          DIRECTORS:

                                          /s/Randy McCall
                                          ---------------------------------
                                          Director

                                          /s/Thomas Anderson
                                          ---------------------------------
                                          Director



                                       37


<PAGE>

                             SUN RIVER MINING, INC.
                         (AN EXPLORATION STAGE COMPANY)
                              FINANCIAL STATEMENTS

                               September 30, 2001
                                   (Restated)











<PAGE>

                             SUN RIVER MINING, INC.
                                 AUDIT REPORT
                           SEPTEMBER 30, 2000 AND 1999
                                   (Restated)

                                 C O N T E N T S


   Independent Auditors' Report . . . . . . . . . . . . . . . . . . .   F-2

   Consolidated Balance Sheet as of September 30, 2001 and 2000.....    F-3

   Consolidated Statement of Operations For The Years Ended
     September 30, 2001 and 2000 . . . . . . . . . . . . . . . .        F-4

   Consolidated Statement of Stockholders' Equity For The Years Ended
     September 30, 2001 and 2000 . . . . . . . . . . . .                F-5

   Consolidated Statement of Cash Flows For The Years Ended
     September 30, 2001 and 2000.. . . . . . . . . . . . . . .          F-6

   Notes to the Consolidated Financial Statements . .. . .              F-7-F-10

All  schedules  are omitted  because  they are not  applicable  or the  required
information is shown in the financial statements or notes thereto.

                                      F-1


<PAGE>
                          Michael Johnson & Co., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson, C.P.A.                             Telephone: (303) 796-0099
Member: A.I.C.P.A.                                     Fax: (303) 796-0137
Colorado Society of C.P.A.s

Board of Directors
Sun River Mining, Inc.
Ord, NE 68862

We have  audited  the  accompanying  consolidated  balance  sheets  of Sun River
Mining,  Inc. (A  Development  Stage Company) as of September 30, 2001 and 2000,
and  the  related  consolidated  statements  of  operations,   cash  flows,  and
stockholders' equity for the years ended September 30, 2001 and 2000 and for the
period from February 25, 1997 (date of  inception) to September 30, 2001.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America . Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Sun River  Mining,  Inc. at
September 30, 2001 and 2000 and the results of their  operations  and their cash
flows for the years  ended  September  30, 2001 and 2000 and for the period from
February 25, 1997 (date of inception)  to September 30, 2001 in conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient  cash  flows to meet its  obligations  and  sustain  its  operations.
Management's  plans in regard to these matters are also described in Note 6. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/Michael Johnson & Co., LLC
Denver, Colorado
December 14, 2001
March 27, 2002


                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                                               Sun River Mining, Inc.
                                            (Development Stage Company)
                                             Consolidated Balance Sheet
                                                   September 30,


<S>                                                                            <C>                    <C>
                                                                                 (Restated)
                                                                                     2001                     2000
                                                                                     ----                     ----
ASSETS:
Current assets:
   Cash                                                                                     $ -                      $ 2
   Accounts Receivable - Shareholders                                                         -                    1,884
                                                                               -----------------        -----------------
      Total current assets                                                                    -                    1,886

Fixed assets

   Office Equipment (Net)                                                                     -                    1,156
                                                                               -----------------        -----------------
      Total fixed assets                                                                      -                    1,156
                                                                               -----------------        -----------------
TOTAL ASSETS                                                                                $ -                  $ 3,042
                                                                               =================        =================


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts Payable                                                                    $ 43,299                $ 101,238
   Accrued Expenses                                                                     131,248                  330,509
   Directors' Fee Payable                                                                     -                    9,683
   Notes Payable                                                                        192,359                  234,003
                                                                               -----------------        -----------------
      Total current liabilities                                                         366,906                  675,433
                                                                               -----------------        -----------------
Stockholders' equity:
Preferred Stock, par value $0.01 per share; 50,000,000
shares authorized; no shares issued and outstanding                                           -                        -
Common Stock, no par value; 500,000,000 shares authorized;
   15,362,970 shares issued and outstanding in 2001 and  2000                         2,259,306                1,921,419
Deficit accumulated during the exploration stage                                     (2,626,212)              (2,593,810)
                                                                               -----------------        -----------------

       Total stockholders' deficit                                                     (366,906)                (672,391)
                                                                              -----------------        -----------------

TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                                                     $ -                  $ 3,042
                                                                               =================        =================
</TABLE>

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

                                                         F-3
<PAGE>

                                               Sun River Mining, Inc.
                                            (Development Stage Company)
                                       Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                              (Restated)                                        February 25, 1997
                                                       Year Ended                               (Inception) to
                                                       September 30,                             September 30,
                                             ----------------------------------------
                                                  2001                    2000                        2001
                                             ---------------         ----------------         ----------------------
<S>                                          <C>                      <C>                      <C>
REVENUE                                      $            -           $            -           $                  -

EXPENSES:
   Abandoned Equipment                                  808                        -                            808
   Bank Charges                                           7                      199                          1,667
   Consulting                                             -                   24,000                        878,939
   Depreciation                                         348                      768                          3,178
   Directors' Fees                                        -                    2,000                         11,983
   Due Diligence                                          -                    5,378                         45,832
   Equipment Rental                                       -                        -                          1,733
   Impairment loss                                        -                        -                        923,834
   Legal and Accounting                              13,545                   14,717                         97,285
   Licenses & Fees                                        -                        -                          6,220
   Meals & Entertainment                                  -                        -                          4,119
   Office Expenses                                        -                      335                         13,781
   Officer's Salaries                                     -                   90,000                        380,750
   Postage                                                -                        -                          3,217
   Printing                                               -                        -                          5,580
   Public Relations                                     321                      425                        104,326
   Rent                                                   -                      730                          8,058
   Taxes                                                  -                       53                          4,657
   Telephone                                              -                    1,093                         30,545
   Transfer Agent Expense                             1,962                      845                          9,458
   Travel                                                 -                      185                         59,293
                                             ---------------         ----------------         ----------------------
TOTAL EXPENSES                                       16,991                  140,728                      2,595,263
                                             ---------------         ----------------         ----------------------

OTHER INCOME AND EXPENSE
   Interest                                          15,411                   18,038                         71,346
   Forgiveness of Debt                                    -                  (40,397)                       (40,397)
                                             ---------------         ----------------         ----------------------

NET LOSS                                     $      (32,402)          $     (118,369)          $         (2,626,212)
                                             ===============         ================         ======================


PER SHARE INFORMATION:
   Weighted average number of
     common shares outstanding                   15,362,970               15,260,124
                                             ---------------         ----------------
NET LOSS PER COMMON SHARE                    $        (0.01)              $    (0.01)
                                             ===============         ================
</TABLE>

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

                                                        F-4
<PAGE>

                                               Sun River Mining, Inc.
                                            (Development Stage Company)
                                       Consolidated Statements of Cash Flows

                                                (Indirect Method)

<TABLE>
<CAPTION>
                                                             (Restated)                                 February 25, 1997
                                                                      Year Ended                        (Inception) to
                                                                      September 30,                      September 30,
                                                             ------------------------------------
<S>                                                          <C>                   <C>                <C>
                                                                 2001                  2000                    2001
                                                                 ----                  ----           --------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                                     $     (32,402)        $    (118,369)     $         (2,626,212)

Adjustments to reconcile net loss to net cash used in operations.

   Depreciation                                                        348                   768                         -
   Issuance of Common Stock for Services                           297,051                     -                   900,587
   Increase (Decrease) in Accounts Payable                         (57,939)               48,344                    43,299
   Increase (Decrease) in Accrued Liabilities                     (199,261)               38,033                   131,248
   Increase (Decrease) in Directors' Fees Payable                   (9,683)                3,000                         -
   Decrease (Increase) in Accounts Rec - Shareholder                 1,884                     -                         -
   Decrease (Increase) in Prepaid Expenses                               -                   200                         -
                                                             --------------       ---------------       -------------------

NET CASH FLOWS USED BY OPERATIONS                                       (2)              (28,024)               (1,551,078)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from Notes payable                                           -                     -                   192,359
   Issuance of Common Stock                                              -                27,000                 1,358,719
                                                             --------------       ---------------       -------------------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                          -                27,000                 1,551,078

NET INCREASE (DECREASE) IN CASH                                         (2)               (1,024)                        -
                                                             --------------       ---------------       -------------------

CASH AT BEGINNING OF PERIOD                                             2                 1,026                          -
                                                             ---------------      ---------------       -------------------

CASH AT END OF PERIOD                                        $           -         $           2      $                  -
                                                             ==============       ===============       ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for Interest                                    $      15,411         $      18,038      $             71,346
                                                             ==============       ===============       ===================
   Cash paid for income taxes                                $           -         $           -      $                  -
                                                             ==============       ===============       ===================

NON-CASH TRANSACTIONS                                        $     297,051         $           -      $            900,587
                                                             ==============       ===============       ===================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                                            F-5
<PAGE>
                                              Sun River Mining, Inc.
                                            (Development Stage Company)
                                         Consolidated Stockholders' Equity
                                                September 30, 2001

<TABLE>
<CAPTION>
                                                                                              (Restated)
                                                                                                Deficit
                                                                             (Restated)      Accum. During
ISSUANCE OF                                                                   Common          Development
     COMMON STOCK:                                         # of Shares        Stock              Stage              Totals
                                                         ----------------- -------------- --------------------- ----------------
<S>                                                       <C>              <C>            <C>                   <C>
Inception February 25, 1997                                             -  $           -       $             -  $             -

Issuance of stock for cash 3/15/97                                100,000            100                     -              100
Issuance of stock for cash 3/31/97                                111,800        111,800                     -          111,800
Issuance of stock to Founders 3/31/97                             282,200              -                     -                -
Issuance of stock for Consolidation 4/3/97                      8,900,000        312,106                     -          312,106
Issuance of stock for cash 8/15/97                                 58,000         58,000                     -           58,000
Issuance of stock for cash 9/30/97                                 47,800         47,800                                 47,800
Net Loss for year                                                       -              -              (193,973)        (193,973)
                                                         -------------------------------- --------------------- ----------------
Balance - September 30, 1997                                    9,499,800        529,806              (193,973)         335,833
                                                         -------------------------------- --------------------- ----------------

Issuance of stock for directors services 11/30/97                  30,000         30,000                     -           30,000
Issuance of stock for cash 9/15/98                              1,000,000        200,000                     -          200,000
Consolidation stock cancelled 9/15/98                          (1,200,000)       (50,000)                    -          (50,000)
Issuance of stock for cash9/30/98                                   4,000          4,000                     -            4,000
Net Loss for year                                                       -              -              (799,451)        (799,451)
                                                         -------------------------------- --------------------- ----------------
Balance - September 30, 1998                                    9,333,800        713,806              (993,424)        (279,618)
                                                         -------------------------------- --------------------- ----------------

Issuance of stock for cash  10/9/98                               424,670        159,367                     -          159,367
Issuance of stock for directors services 1/7/99                   800,000         40,000                     -           40,000
Issuance of stock for cash 1/15/99                                750,000        296,125                     -          296,125
Issuance of stock for directors services 1/21/99                  500,000        276,500                     -          276,500
Issuance of stock for cash 2/2/99                                 150,000         70,313                     -           70,313
Issuance of stock for cash  4/6/99                                904,500        122,108                     -          122,108
Issuance of stock for directors salaries 6/30/99                1,400,000        147,000                     -          147,000
Issuance of stock for cash 9/30/99                                800,000         69,200                     -           69,200
Net Loss for year                                                       -              -            (1,482,017)      (1,482,017)
                                                         -------------------------------- --------------------- ----------------
Balance - September 30, 1999                                   15,062,970      1,894,419            (2,475,441)        (581,022)
                                                         -------------------------------- --------------------- ----------------

Issuance of stock for cash 9/15/2000                              300,000         27,000                     -           27,000
Net Loss for year                                                       -              -              (118,369)        (118,369)
                                                         -------------------------------- --------------------- ----------------

Balance - September 30, 2000                                   15,362,970      1,921,419            (2,593,810)        (672,391)
                                                         -------------------------------- --------------------- ----------------

Extinquishment of debt                                                  -        337,887                     -          337,887
Net Loss for year                                                       -              -               (32,402)         (32,402)
                                                         -------------------------------- --------------------- ----------------
Balance - September 30, 2001                                   15,362,970  $   2,259,306       $    (2,626,212) $      (366,906)
                                                         ================= ============== ===================== ================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                                             F-6
<PAGE>

                             SUN RIVER MINING, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
         ------------------------------------------------------------

         ORGANIZATION:

         On  February  25,  1997,  Sun River  Mining,  Inc.  (the  Company)  was
         incorporated under the laws of Colorado. The Company is in the business
         of raising  capital  to  acquire or merge with any entity  which has an
         interest in being acquired by, or merging into the company. In May 1999
         management decided to write-off the Sun River Bolivian subsidiaries and
         to take the subsequent  loss, of all  investments  associated  with the
         subsidiaries.

         DEVELOPMENT STAGE:

         The Company has not earned significant  revenues from planned principal
         operations or raising capital for exploration and acquisition of mining
         property. 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 operations,  stockholders'  equity (deficit) and
         cash flows disclose activity since the date of the Company's inception.

         CASH AND CASH EQUIVALENTS:

         For purposes of the statements of cash flows, cash and cash equivalents
         include cash in banks and money  markets  with an original  maturity of
         three months or less.

         FIXED ASSETS AND DEPRECIATION:

         The purchased  equipment is recorded at cost.  Depreciation is computed
         on purchased property using the straight-line method over the estimated
         useful asset lives.

               All equipment has been fully depreciated in the amount of $3,986.

         USE OF ESTIMATES:

         The  preparation of financial  statements in conformity with accounting
         principles generally accepted in the United States, requires management
         to make estimates and assumptions  that affect certain reported amounts
         and  disclosures.  Accordingly,  actual results could differ from those
         estimates.

                                      F-7
<PAGE>

                              SUN RIVER MINING, INC
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT):
         -------------------------------------------------------------------

         FAIR VALUE OF FINANCIAL INSTRUMENTS:
         ------------------------------------

          The Company's financial instruments include cash, cash equivalents and
          notes  payable.  Estimates of fair value of these  instruments  are as
          follows:

               Cash & Cash  Equivalents  - The carrying  amount of cash and cash
               equivalents  approximates  fair  value  due to  relatively  short
               maturity of these instruments.

               Notes  payable  - The  carrying  amount  of the  Company's  notes
               payable approximate fair value based on borrowing rates currently
               available to the Company for borrowing with comparable  terms and
               conditions.

         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.

NOTE 2 - LOANS PAYABLE:
         --------------
<TABLE>
<CAPTION>

         Loans payable as of September 30, 2001 consist of the following:

                                                                                    2001              2000
                                                                                ----------------------------
<S>                                                                             <C>                <C>
         Loan payable to Glen Pahnke for payment of company
         expenses, incurring interest at 8%, due upon demand.                      10,000            10,000

         Loan payable to Randy McCall for unpaid company
         expenses, incurring interest at 8%, due upon demand.                          -0-           50,706

         Loan payable to Steve Weather for payment of company
         expenses, incurring interest at 8%, due upon demand.                       7,462                -0-

         Loan payable to Paul Enright for payment of company
         expenses, incurring interest at 8%, due upon demand.                       9,897             8,297

         Note payable to Dakota Partners dated January 25, 1999,
         incurring interest at 12%, due upon demand.                              165,000           165,000
                                                                                ----------          -------

                  TOTAL NOTES PAYABLE                                           $ 192,359          $234,003
                                                                                =========          ========

</TABLE>

                                     F-8

<PAGE>
                              SUN RIVER MINING, INC
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001


NOTE 3 - FEDERAL INCOME TAX:
         -------------------

          The  Company  accounts  for income  taxes  under SFAS No.  109,  which
          requires the asset and  liability  approach to  accounting  for income
          taxes. Under this approach, deferred income taxes are determined based
          upon differences  between the financial statement and tax bases of the
          Company's  assets and  liabilities  and operating  loss  carryforwards
          using  enacted  tax  rates  in  effect  for  the  year  in  which  the
          differences   are  expected  to  reverse.   Deferred  tax  assets  are
          recognized  if it is more  likely than not that the future tax benefit
          will be realized.

          Significant  components of the Company's  deferred tax liabilities and
          assets are as follows:

                                                               SEPTEMBER 30
                                                                    2001
                                                                    ----

         Deferred Tax Liability                               $             0
                                                               ================
         Deferred Tax Assets
                  Net Operating Loss Carryforwards                   2,626,212
                  Book/Tax Differences in Bases of Assets                    0
                  Less Valuation Allowance                          (2,626,212)
         Total Deferred Tax Assets                            $              0
                                                              =================
         Net Deferred Tax Liability                           $              0
                                                              =================


          As of  September  30,  2001,  the  Company  had a net  operating  loss
          carryforward  for  federal  tax  purposes  approximately  equal to the
          accumulated  deficit  recognized  for  book  purposes,  which  will be
          available to reduce future taxable income. The full realization of the
          tax benefit  associated with the  carryforward  depends  predominantly
          upon the  Company's  ability to  generate  taxable  income  during the
          carryforward period. Because the current uncertainty of realizing such
          tax assets in the future,  a  valuation  allowance  has been  recorded
          equal to the amount of the net  deferred  tax asset,  which caused the
          Company's  effective tax rate to differ from the statutory  income tax
          rate. The net operating loss carryforward, if not utilized, will begin
          to expire in the year 2013.

NOTE 4 - NET (LOSS) PER COMMON SHARE:
         ---------------------------

          The net (loss) per common share of the common stock is computed  based
          on the weighted average number of shares outstanding.

NOTE 5 - OPTION AGREEMENT:
         ----------------

          The President of the Company has an option to purchase  300,000 shares
          of common  stock at $.10 per share  within  five (5) years dated March
          19,  1999.  The  President  did not  exercise  any options  during the
          current year.


                                      F-9
<PAGE>

                              SUN RIVER MINING, INC
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001

NOTE 6 - RESTATEMENT OF FINANCIALS:
         -------------------------

          These consolidated  financials have been restated according to APB 20,
          paragraph 37. The forgiveness of debt in Note 8 was incorrectly stated
          in the previously  filed  financials.  It was included in other income
          and expenses and should have been  reported in the capital  section as
          an addition to the stock value as it is for officers and  directors of
          the Company.

NOTE 7 - GOING CONCERN:
         -------------

          The accompanying financial statements have been prepared in conformity
          with accounting  principles generally accepted in the United States of
          America,  which  contemplates  continuation  of the Company as a going
          concern.  However,  the Company has sustained  substantial  operations
          losses. As shown in the financial statements, the Company incurred net
          losses of $2,626,212  through  2001.  At September  30, 2001,  current
          liabilities exceed current assets by $366,906.  These factors indicate
          that the Company has  substantial  doubt about its ability to continue
          as a going concern.

          The Company's  management  has indicated  that it will seek loans from
          its officers,  directors and affiliates,  in order to fund the minimal
          operating  costs prior to merging  with another  company.  There is no
          committed  source of any funds at this report date. The Company has no
          source of financing for a merger or  acquisition,  and  management has
          indicated that in all likelihood,  financing will have to be sought at
          the time of any  merger or  acquisition,  and no  sources  of any such
          financing  have been  identified  at this report date.  Any  financing
          would be dependent upon many factors which cannot be predicted without
          identification  of a target,  but  which  could  include,  but are not
          limited to,  capital  structures  of acquiree  and  acquiror,  debt or
          equity  preferences,  market prices of company shares,  profit or loss
          history of target,  capital needs of target, debt of company,  general
          economic conditions, and financial transaction structure.

NOTE 8 - FORGIVENESS OF DEBT:
         -------------------

          In August 2001 the former  officer's  and  director's  signed  Company
          Settlement Agreements,  which were to forgive all accrued salaries and
          directors  fees  up to and  including  August,  2001.  These  payables
          amounted to $337,887.  In August 2000 a balance owed to Community Bank
          of Boulder in the amount of $40,397 was  forgiven  by the bank,  as it
          was more than  3-years  old.  This was a disputed  amount and the bank
          forgave the indebtedness.




                                      F-10