U. S. Securities and Exchange Commission
                             Washington, D.C. 20549




                                  FORM 10-SB/A
                                Amendment No. 4


                               File No.: 000-29621


                                 CIK:0001039466

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                            OF SMALL BUSINESS ISSUERS

        Under Section 12(b) or (g) of the Securities Exchange Act of 1934


                             SUN RIVER MINING, INC.
                             ----------------------
                 (Name of Small Business Issuer in its charter)


         COLORADO                                     84-1384159
-----------------------------------                   ----------
State or other jurisdiction of                        IRS Employer ID Number
incorporation or organization



9084 Armadillo Trail, Evergreen Colorado                    80439
-------------------------------------------------------------------
(New Address of principal executive offices)             (Zip Code)


Issuer's telephone number:   303-670-3827


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

Title of each class              Name of each exchange on which
to be so registered              each class is to be registered

Not Applicable

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

Common Stock
(Title of class)







                                TABLE OF CONTENTS
                                     PART I

                                                                          Page

Item 1.  Business.....................................................     3

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations....................           23

Item 3.  Properties..................................................      25

Item 4.  Security Ownership of Certain Beneficial Owners
         and Management........................................            25

Item 5.  Directors and Executive Officers of the Registrant..........      26

Item 6.  Executive Compensation......................................      29

Item 7.  Certain Relationships and Related Transactions..............      31

Item 8.  Description of Securities...................................      33

                                     PART II

Item 1.  Market for Registrant's Common Stock and
         Security Holder Matters...............................            35

Item 2.  Legal Proceedings...........................................      35

Item 3.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure................            35

Item 4.  Recent Sales of Unregistered Securities.....................      36

Item 5.  Indemnification of Directors and Officers...................      47

                                    PART F/S


Signature Page................................                             48

Index to Financial Statements......................                        49

Financial Statements and Supplementary Data......                     F-1 - F-22

Index to Exhibits................................                          50



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.
---------------------------------

GENERAL

CURRENT BUSINESS

         The Company has no commercial operations as of date hereof. The Company
has no employees. The Company owns no real estate.

         The Company is a "shell" company and its only current  business plan is
to seek,  investigate,  and, if  warranted,  acquire one or more  properties  or
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.  The
Company  is filing  Form 10-SB on a  voluntary  basis in order to become a 12(g)
registered  company under the  Securities  Exchange Act of 1934. As a "reporting
company,"  the Company may be more  attractive to a private  acquisition  target
because it may be listed to trade its shares on the OTCBB.

         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 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.

                                        3



         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.

         As a consequence of this  registration  of its  securities,  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 officers 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:

                                       4


         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;  (at  present,  the  Company  would be  unable  to  enter  into any such
transactions  because there may be no disinterested  directors who might vote on
an affiliate transaction) or

         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.

                                       5


         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."

                                       6


         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 net
tangible assets of at least $4,000,000.  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.

         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

                                        7



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."

         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.

                                       8


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

                                       9


         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.

         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.

                                       10


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.

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.   A
transaction  could 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.

         The Business  Corporation Act allows mergers and  acquisitions  without
shareholder vote under the following circumstances:

         7-111-101.  Merger. A corporation may merge into a Colorado corporation
         if the board of directors of each  corporation  adopts a plan of merger
         and the  shareholders  of each  corporation,  if  required  by  section
         7-111-103, approve the plan of merger.

         7-111-102.  Share Exchange.  A Colorado  corporation may acquire all of
         the  outstanding  shares of one or more  classes  or series of  another
         domestic  corporation  if the board of  directors  of each  corporation
         adopts  a  plan  of  share  exchange  and  the   shareholders  of  each
         corporation,  if  required  by section  7-111-103,  approve the plan of
         share exchange.

                                       11




         Colorado Revised Statute 7-111-103 (7) provides:

         (7) Action by the  shareholders of the surviving  corporation on a plan
         of merger is not required if:

                  (a)  The   articles  of    incorporation   of  the   surviving
                  corporation will not differ,  except for amendments enumerated
                  in  section  7-110-102,  from its  articles  of  incorporation
                  before the merger;

                  (b) Each shareholder of the surviving corporation whose shares
                  were outstanding  immediately  before the merger will hold the
                  same   number  of   shares,   with   identical   designations,
                  preferences,  limitations,  and relative  rights,  immediately
                  after the merger;

                  (c) The number of voting shares outstanding  immediately after
                  the  merger,  plus the number of voting  shares  issuable as a
                  result of the merger  either by the  conversion  of securities
                  issued pursuant to the merger or by the exercise of rights and
                  warrants  issued  pursuant to the  merger,  will not exceed by
                  more than twenty  percent the total number of voting shares of
                  the surviving corporation  outstanding  immediately before the
                  merger; and

                  (d) The number of participating shares outstanding immediately
                  after the  merger,  plus the  number of  participating  shares
                  issuable as a result of the merger either by the conversion of
                  securities issued pursuant to the merger or by the exercise of
                  rights and warrants  issued  pursuant to the merger,  will not
                  exceed  by more  than  twenty  percent  the  total  number  of
                  participating   shares  outstanding   immediately  before  the
                  merger.

         (8) As used in subsection (7) of this section:

                  (a)  "Participating  shares"  means shares that entitle  their
                  holders to participate without limitation in distributions.

                  (b) "Voting shares" means shares that entitle their holders to
                  vote unconditionally in elections of directors.


                                       12



         These   provisions    notwithstanding,    Colorado   Revised   Statutes
         7-111-102(4) provides:

                  This  section  does not limit the  power of a  corporation  to
                  acquire  all or part of the  shares of one or more  classes or
                  series of another  corporation through a voluntary exchange of
                  shares or otherwise.

                  7-111-104  provides  merger  of  parent  and  subsidiary.   By
                  complying  with  the  provisions  of this  section,  a  parent
                  corporation  owning at least ninety percent of the outstanding
                  shares of each class of a  subsidiary  corporation  may either
                  merge such  subsidiary  into itself or merge  itself into such
                  subsidiary.

                  No  vote  of the  shareholders  of such  subsidiary  shall  be
                  required with respect to the merger. If the subsidiary will be
                  the surviving corporation, the approval of the shareholders of
                  the parent  corporation shall be sought in the manner provided
                  in section  7-111-103(1)  to (6).  If the  parent  will be the
                  surviving  corporation,  no vote of its shareholders  shall be
                  required if all of the provisions of section 7-111-103 (7) are
                  met with respect to the merger.  If all of such provisions are
                  not met, the approval of the  shareholders of the parent shall
                  be sought in the manner  provided in subsections (1) to (6) of
                  section 7-111-103.

         In general these  provisions allow the Company:

         1)       to merge with another company with shareholder approval;

         2)       to merge with a subsidiary without shareholder approval if 90%
                  of the  outstanding  stock  is owned  by the  company,  if the
                  company is the surviving entity;

         3)       to complete a share exchange agreement if shareholder approval
                  is obtained;

         4)       to complete a voluntary share exchange with another company to
                  acquire the  outstanding  shares of the other company  without
                  shareholder  approval,  so long as the company is the survivor
                  and the Articles of Incorporation are not amended.

                                       13


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.  The
Registered Office of Sun River is 1909 P Street, Ord, Nebraska 68862.

         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  (see  Item  7.  Certain   Relationships  and  Related
Transactions).

         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.

                                       14


         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.

         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.

                                       15


         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.

         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  does not  presently  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.


                                       16


ADMINISTRATIVE OFFICES

     The Company currently  maintains a mailing address at 9084 Armadillo Trail,
Evergreen,  Colorado 80439 which is the office address of its President, Stephen
B.  Doppler.  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.  The  Company
rented office facilities until December 1999.

EMPLOYEES

     The Company is a "shell"  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.  Although  there is no current plan with respect to its nature or
amount, 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,   if  any.  Officers  have  no
compensation  arrangements,  however the Board may  determine  compensation  for
services  rendered  to the  company  on a case by  case  basis.  See  "Executive
Compensation" and under "Certain Relationships and Related Transactions."


RISK FACTORS


         1. ABILITY TO CONTINUE AS A GOING CONCERN. The Company has a history of
losses  and  accumulated  deficit.  The  Company  has  never had  revenues  from
operations. These factors, as noted by the Company's auditors, indicate that the
Company has substantial doubt about its ability to continue as a going concern.


         2.  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
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."

                                       17


         3. NEED FOR ADDITIONAL  FINANCING.  The Company has no funds,  and such
funds  are  not   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.

         4. 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"
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.

                                       18


         5. LACK OF OPERATING  HISTORY.  The Company was formed in February 1997
for the purpose of entering the minerals mining business which business plan was
unsuccessful. 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.

         6. 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.

         7. 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. See Item 1 "Description of Business."

         8.  UNKNOWN  BUSINESS MAY ACQUIRE  CONTROL.  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.

         9. IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION.  The Company's lack of
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.

                                       19


        10. 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.

         11.  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  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.

         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.

         12. 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.

                                       20


         13.  DEPENDENCE UPON MANAGEMENT;  LIMITED  PARTICIPATION OF MANAGEMENT.
The Company  currently has only four individuals who are serving as its officers
and  directors  on a part time basis,  currently  less than five hours per month
each.  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.

         14. LACK OF CONTINUITY IN MANAGEMENT. After March 15, 2000, 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.

         15.  INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.  Colorado  Statutes
provide 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.

         16. DIRECTOR'S  LIABILITY  LIMITED.  Colorado Statutes exclude 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.

         17.  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.

                                       21




         18. 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.

         19.  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.

         20. NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its
common stock and does not anticipate  paying such  dividends in the  foreseeable
future.

         21. 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.

         22. RULE 144 SALES. All of the outstanding  shares of common stock held
by present  officers,  directors,  and stockholders are "restricted  securities"
within the meaning of Rule 144 under the Securities Act of 1933, as amended.  As
restricted  shares,  these  shares may be resold only  pursuant to an  effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions  from  registration  under the Act and as required  under  applicable
state  securities  laws. Rule 144 provides in essence that a person who has held
restricted  securities  for one year may, under certain  conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
nonaffiliate  after the restricted  securities have been held by the owner for a
period of two years.  Nonaffiliate  shareholders  holding  common  shares of the
Company  have held their shares for two years and under Rule 144(K) are eligible
to have  freely  tradable  shares.  A sale  under  Rule 144 or under  any  other
exemption from the Act, if available,  or pursuant to subsequent registration of
shares of common stock of present  stockholders,  may have a  depressive  effect
upon the price of the common stock in any market that may develop.  Of the total
shares  outstanding,  shares  become  available  for resale  (subject  to volume
limitations for affiliates) under Rule 144 when the Company's 12(g) Registration
Statement becomes effective subject to other applicable  requirements  under the
Rule.

                                       22




         23.  BLUE  SKY  CONSIDERATIONS.   Because  the  securities   registered
hereunder  have not been  registered  for resale  under the blue sky laws of any
state, the holders of such shares and persons who desire to purchase them in any
trading market that might develop in the future,  should be aware that there may
be significant  state blue-sky law restrictions upon the ability of investors to
sell the securities and of purchasers to purchase the  securities.  Accordingly,
investors should consider the secondary  market for the Company's  securities to
be a limited one.

         24. BLUE SKY  RESTRICTIONS.  Many states have enacted statutes or rules
which restrict or prohibit the sale of securities of "blank check"  companies to
residents so long as they remain without  specific  business  companies.  To the
extent any current  shareholders or subsequent  purchaser from a shareholder may
reside in a state  which  restricts  or  prohibits  resale of shares in a "blank
check" company, warning is hereby given that the shares may be "restricted" from
resale as long as the company is a shell company.

         At  the  date  of  this  registration  statement,  the  Company  has no
intention of offering further shares in a private offering to anyone except that
its former President,  Steven R. Davis, has an option to purchase 300,000 shares
of common stock at $.01 per share. Further, the policy of the Board of Directors
is that any future offering of shares will only be made after an acquisition has
been made and can be disclosed in appropriate 8-K filings.

         In the event of a violation  of state laws  regarding  resale of "blank
check" shares the Company could be liable for civil and criminal penalties which
would be a substantial  impairment to the Company.  At date of this registration
statement, all shareholders' shares bear a "restrictive legend," and the Company
will examine each shareholders'  resident state laws at the time of any proposed
resale of shares now outstanding to attempt to avoid any  inadvertent  breach of
state laws.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS OR PLAN OF OPERATIONS
--------------------------------------------------------------------------------

LIQUIDITY AND 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 ($673,403) at December 31, 1999.
The  Company  has  nominal  current  assets in the form of cash of $81 and total
assets of $3,697 at December 31, 1999.

         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.


                                       23


         The Company hs 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.

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.

         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.

YEAR 2000 ISSUES

         Year 2000 problems result primarily from the inability of some computer
software to properly store,  recall,  or use data after December 31, 1999. These
problems may affect many  computers  and other  devices  that  contain  embedded
computer chips. The Company's  operations,  however,  do not rely on information
technology  (IT) systems.  Accordingly,  the Company does not believe it will be
material affected by Year 2000 problems.  The Company  experienced no disruption
for year 2000 problems.

         The Company  could be improved by non-IT  systems  that may suffer from
Year 2000 problems,  including  telephone systems and facsimile and other office
machines.  Moreover,  third-parties suppliers may suffer from Year 2000 problems
that  could  affect  the  Company's  operations,   including  banks,  oil  field
operators,  and utilities.  In light of the Company's  minimal  operations,  the
Company  does not believe  that such  non-IT  systems or  third-party  Year 2000
problems  will  affect  the  Company  in a  manner  that  is  different  or more
substantial  than such problems  affect other  similarly  situated  companies or
industry  generally.  Consequently,  the Company  does not  currently  intend to
conduct a readiness  assessment  of Year 2000  problems or to develop a detailed
contingency plan with respect to Year 2000 problems that may affect the Company.

                                       24


ITEM 3. DESCRIPTION OF PROPERTY.
-------------------------------

     The Company has no  property.  The Company does not  currently  maintain an
office or any other facilities.  It does currently maintain a mailing address at
9084 Armadillo Trail,  Evergreen,  CO 80439,  which is the office address of its
President,  Stephen B.  Doppler.  The  Company  pays no rent for the use of this
mailing  address.  The Company does not believe that it will need to maintain an
office at any time in the  foreseeable  future in order to carry out its plan of
operations described herein.


ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

         The  following  table sets forth,  as of the date of this  Registration
Statement, 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.

                                       25




ITEM 5.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
------------------------------------------------------------------------------

         The directors 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                  Annual since 1999
                          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.

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 providing strategic planning, M & A and management
consulting  services to a wide range of public and private companies  worldwide.
From August 1996 through  February  1999 he served as President  and Chairman of
Adamas Resources Corp., an international  mineral  exploration company listed on
the VSE.

         STEPHEN W.  WEATHERS,  Age 41, was  appointed as Secretary 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. Presently, Mr. Weathers is employed at Duke Energy
Field Services, a natural gas company since 1999.

         RANDY A.  MCCALL,  age 49,  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 was
employed at Region III Behaviorial Science as Fiscal Director from 1999 to 2001.

                                       26


         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
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.

         It is possible  that persons  associated  with  management  may refer a
prospective  merger or  acquisition  candidate to the Company.  In the event the
Company  consummates  a  transaction  with any entity  referred by associates of
management,  it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated  that this fee will be
either in the form of  restricted  common stock issued by the Company as part of
the  terms  of the  proposed  transaction,  or  will  be in  the  form  of  cash
consideration.  However,  if such  compensation  is in the  form of  cash,  such
payment will be tendered by the  acquisition  or merger  candidate,  because the
Company has insufficient cash available.  The amount of such finder's fee cannot
be  determined  as of the date of filing  this  report,  but is  expected  to be
comparable to  consideration  normally paid in like  transactions.  No member of
management  of the Company  will  receive any finders  fee,  either  directly or
indirectly,  as a result of their respective  efforts to implement the Company's
business plan outlined herein.

                                       27


         The Company has adopted a policy  that its  affiliates  and  management
shall not be issued  further  common shares of the Company,  except in the event
discussed in the preceding paragraphs.

PREVIOUS "BLANK CHECK" COMPANY INVOLVEMENT

         Management  of the Company has not been involved in prior "blank check"
companies.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         As  permitted  by Colorado  Statutes,  the Company  may  indemnify  its
directors and officers  against  expenses and liabilities  they incur to defend,
settle,  or satisfy any civil or criminal action brought against them on account
of their being or having been Company  directors or officers unless, in any such
action,  they are  adjudged  to have  acted  with  gross  negligence  or willful
misconduct.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy as expressed in that Act and is,
therefore, unenforceable.

EXCLUSION OF LIABILITY

         The Colorado Business  Corporation Act excludes personal  liability for
its directors for monetary  damages based upon any violation of their  fiduciary
duties  as  directors,  except  as to  liability  for any  breach of the duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct  or a knowing  violation  of law,  acts in  violation of the Colorado
Business  Corporation Act, or any transaction from which a director  receives an
improper personal benefit.  This exclusion of liability does not limit any right
which a director may have to be  indemnified  and does not affect any director's
liability under federal or applicable state securities laws.

CONFLICTS OF INTEREST

         The officers  and  directors of the Company will not devote more than a
portion of their time to the  affairs of the  Company.  There will be  occasions
when the time  requirements of the Company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

         Conflicts of Interest - General.  Certain of the officers and directors
of the Company may be directors and/or principal shareholders of other companies
and,  therefore,  could face  conflicts  of interest  with  respect to potential
acquisitions.  In  addition,  officers  and  directors of the Company may in the
future  participate  in  business  ventures  which  could be deemed  to  compete
directly with the Company.  Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors  are  involved  in the  management  of any firm with which the Company
transacts  business.  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
management  serve as officers  or  directors,  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. In addition, if the Company and other companies with
which the Company's  officers and directors are  affiliated  both desire to take
advantage of a potential business  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.

                                       28


         The  Company's   officers  and  directors  may  actively  negotiate  or
otherwise  consent  to the  purchase  of a portion  of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  It is anticipated that a substantial premium over the initial cost
of such  shares may be paid by the  purchaser  in  conjunction  with any sale of
shares by the Company's  officers and directors which is made as a condition to,
or in connection  with, a proposed merger or acquisition  transaction.  The fact
that a substantial  premium may be paid to the Company's  officers and directors
to acquire  their  shares  creates a potential  conflict of interest for them in
satisfying  their  fiduciary  duties to the Company and its other  shareholders.
Even though such a sale could result in a substantial profit to them, they would
be legally  required to make the decision  based upon the best  interests of the
Company and the  Company's  other  shareholders,  rather than their own personal
pecuniary benefit.



ITEM 6. EXECUTIVE COMPENSATION.
------------------------------

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES
                                                                                        
                            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

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.


                                       29




                                              Directors' Compensation
                                                                                       
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
--------------------------------------- -------------- -------------  ----------------  ------------- --------------------






                                              Option/SAR Grants Table
                                                                                           
Name                     Number of Securities          % of Total                     Exercise         Expiration
                         Underlying                    Options/SARs                   or Price         Date
                         Options/SARs                  Granted to Employees           ($/Sh)
                         Granted (#) in Fiscal Year
-------------------------------------------------------------------------------------------------------------------
Steven R. Davis          300,000                       100%                           $.10/Sh          Apr - Sept.
(Former President)                                                                                     2004





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

                                                                                
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
---------------------------------------------------------------------------------------------------------------------
Steven R. Davis (1)         0                 0               300,000 Shares Exercisable    0
Randy A. McCall             400,000 (1999)    $24,000         0                             0
Sam Del Cielo(1)            400,000 (1999)    $24,000         0                             0
--------------------------- ----------------- --------------  ----------------------------  ----------------------------

(1) Former officer and director, now resigned.


                                       30


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.

         As of March 31, 2000 all salaries of officers had been terminated,  and
any officers now serve without pay.


ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
------------------------------------------------------

         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 April  1997,
Randy McCall and seven other persons 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.  Certificates
evidencing the common stock issued by the Company to these persons have all been
stamped with a restrictive  legend,  and are subject to stop transfer  orders by
the Company.

         Sam Del Cielo, formerly an Officer and Director, received 30,000 shares
for services in April 1997.

         Sam Del Cielo,  when an Officer and Director,  purchased  25,000 shares
for $8,750 on December 31, 1998. Mr. Del Cielo  exercised a 400,000 share option
at $.01 per shares for $4,000 on January 7, 1999.


                                       31


         Randy  McCall,  an officer and  Director,  purchased  50,000 shares for
$17,500 on December 31, 1998 and  exercised a 400,000 share option on January 7,
1999 for $4,000.

         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.

Summary of Employment Related Contracts and Options

         (a) (1) Director or executive officer in the past two years, (i) Steven
R. Davis,  President and CEO - employment  contract term March 16, 1999 to March
15,  2000,  $90,000  per year and option to  purchase  300,000  shares of common
stock, (ii) Joseph R. Wojcik,  Vice President - Expired employment contract term
January 16, 1999 to January 15, 2000,  $60,000,  (iii) Randy A.  McCall,  former
Secretary  (now  President),  Treasurer,  CFO and past CEO - Expired  employment
contract term - April 1, 1998 to March 31, 1999, annual  compensation of $60,000
with  option to  purchase  400,000  shares  of common  stock  which  option  was
exercised in 1999,  and (iv) Sam Del Cielo,  company  Secretary  and Treasurer -
Expired  employment  contract  -  April  1,  1998  to  March  31,  1999,  annual
compensation of $30,000 plus option to purchase 400,000 shares of common stock.

                                  OPTION TABLE

                         Issue date     Options        Option         Option
                                        Outstanding    Price          Exercised
                         ----------     ------------   ----------     ----------
Steven R. Davis          March 1999     300,000        $.10/share           0
Randy A. McCall          April 1998           0        $.01/share     400,000
Sam Del Cielo            April 1998           0        $.01/share     400,000


                                       32



Transactions with promoters:
                                                                
                                                                      Nature and amount of
                                        Nature & amount of value      consideration received
NAME OF PROMOTER                        received by Promoter          by registrant
------------------------------          --------------------          -----------------------------
(i)   Scott Wilding                     25,000 common shares          Assistance in newsletter
      688 NW 156th Ave.                 valued at $8,750              and press release preparation
      Pembroke Pines, FL                                              September - December 1998

(ii)  Larry McNabb                      500,000 common shares         Investor and broker/dealer
      213 E. Highland Ave.              valued at $276,500            relations
      Atlantic Highlands, NJ                                          January - February 1999

(iii) Capital Investment Resources      450,000 common shares         Consulting
      14995 Horseshoe Trace             valued at $45,000             broker/dealer relations
                                                                      February - June 1999

(iv)  Titanium Entertainment            35,000 common shares          Consulting fees
      767 106th Ave. N.                 valued at $12,250             December 1998
      Naples, FL  34108




ITEM 8. DESCRIPTION OF SECURITIES.
---------------------------------

COMMON STOCK

         The  Company's  Articles of  Incorporation  authorize  the  issuance of
500,000,000  shares of common  stock with no par value.  Each  record  holder of
common stock is entitled to one vote for each share held on all matters properly
submitted to the stockholders for their vote. Cumulative voting for the election
of directors is not permitted by the Articles of Incorporation.

         Holders of  outstanding  shares of common  stock are  entitled  to such
dividends as may be declared  from time to time by the Board of Directors out of
legally  available  funds;  and,  in the event of  liquidation,  dissolution  or
winding up of the  affairs of the  Company,  holders  are  entitled  to receive,
ratably,  the  net  assets  of  the  Company  available  to  stockholders  after
distribution  is made to the  preferred  stockholders,  if  any,  who are  given
preferred rights upon liquidation. Holders of outstanding shares of common stock
have no  preemptive,  conversion  or  redemptive  rights.  All of the issued and
outstanding shares of common stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and nonassessable. To
the extent that additional shares of the Company's common stock are issued,  the
relative interests of then existing stockholders may be diluted.

                                       33


PREFERRED STOCK

         The  Company's  Articles of  Incorporation  authorize  the  issuance of
50,000,000  shares of  Preferred  Stock  with a par value of $.01.  The Board of
Directors of the Company is authorized to issue the Preferred Stock from time to
time in classes and series and is further  authorized to establish  such classes
and  series to fix and  determine  the  variations  in the  relative  rights and
preferences as between series,  to fix voting rights,  if any, for each class or
series, and to allow for the conversion of Preferred Stock into common stock. No
Preferred Stock has been issued by the Company.  Preferred Stock may be utilized
in making acquisitions. The existence of authorized but unissued preferred stock
may prevent or discourage  transactions that stockholders might believe to be in
their best interests or in which  stockholders might receive a premium for their
stock over its then market price.

SHAREHOLDERS

         Each  shareholder has sole investment  power and sole voting power over
the shares owned by such shareholder.

         No  shareholder  has entered into or delivered any lock up agreement or
letter agreement regarding their shares or options thereon. Under Colorado laws,
no lock up  agreement is required  regarding  the  Company's  shares as it might
relate to an acquisition.

TRANSFER AGENT

         The Company has engaged United Stock  Transfer,  Inc.,  3615 So. Huron,
Suite #104, Englewood, Colorado 80110 as its transfer agent.

REPORTS TO STOCKHOLDERS

         The Company plans to furnish its stockholders with an annual report for
each fiscal year  containing  financial  statements  audited by its  independent
certified  public  accountants.  In the event the Company enters into a business
combination with another company,  it is the present  intention of management to
continue  furnishing  annual  reports to  stockholders.  The Company  intends to
comply with the periodic reporting  requirements of the Securities  Exchange Act
of  1934  for so  long  as it is  subject  to  those  requirements,  and to file
unaudited quarterly reports and annual reports with audited financial statements
as required by the Securities Exchange Act of 1934.

                                       34




                                     PART II


ITEM 1.  MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON
         EQUITY AND OTHER SHAREHOLDER MATTERS
-------------------------------------------------------------------
     The Company's shares of common stock began trading on the  Over-the-Counter
Bulletin  Board on  September  15,  1998.  The prices set forth below  represent
closing prices as quoted on the OTC BB.


                                        HIGH BID                  LOW BID
                                      ----------                 --------
1998

Fourth Quarter                         $.75                       $.375

1999

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

2000

First Quarter                          $.0625                     $.0312


         All quotations  reflect  interdealer  prices  without  retail  markups,
markdown, or commission, and may not represent actual transactions.

         A public  trading  market  exists for the  Company's  securities on the
OTCBB There were  fifty-seven  (57)  holders of record of the  Company's  common
stock  on  February  15,  2000.  No  dividends  have  been  paid to date and the
Company's  Board  of  Directors  does not  anticipate  paying  dividends  in the
foreseeable future.

ITEM 2.           LEGAL PROCEEDINGS
------------------------------------

         The Company is not a party to any  pending  legal  proceedings,  and no
such proceedings are known to be contemplated.

         No  director,  officer or  affiliate  of the  Company,  and no owner of
record or beneficial  owner of more than 5.0% of the  securities of the Company,
or any  associate of any such  director,  officer or security  holder is a party
adverse  to the  Company or has a material  interest  adverse to the  Company in
reference to any litigation.

ITEM 3.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
---------------------------------------------------------------

         Not applicable.

                                       35



ITEM 4.           RECENT SALES OF UNREGISTERED SECURITIES.
---------------------------------------------------------



         Since  February  25, 1997 (the date of the  Company's  formation),  the
Company has sold its common  stock to the  persons  listed in the table below in
transactions summarized as follows:
                                                                                         
                                                     Price per         Number           Total           Date of
Name                       Address                   Share ($)         of Shares        Consideration   Purchase
                                                                                        ($)
----                       -------                   ---------         ---------        -------------   --------
Randy McCall(1)            1909 P St                 $.001             100,000          100               3-31-97
                           Ord, NE 68862

Randy McCall(2)            1909 P St                 0.000             1,500,000        *                 4-3-97
                           Ord, NE 68862

Paul Enright(2)            P.O Box 553               0.000             2,000,000        *                 4-3-97
                           Morrison, CO 80465

K. Mark Skow(2)            7620 E. Balao             0.000             2,000,000        *                 4-3-97
                           Scottsdale, AZ 85262

Ronald Sparkman(2)         11215 Chase Ct.           0.000             2,000,000        *                 4-3-97
                           Broomfield, CO 80020

William Petty(2)           2016 Main St.             0.00              400,000          *                 4-3-97
                           Houston, TX 77002

Grupo Inversor Rio         Piso 19 C, Ave. Arce      0.00              788,000          *                 4-3-97
 Del Sol, S.A.(2)          La Paz, Bolivia

Mery Villarreal            Avenida Equador 2277      0.00              12,000           *                 4-3-97
 Filipovich(2)             La Paz, Bolivia

Oscar Morales(2)           Av Ormachea & 12th St     0.00              200,000          *                 4-3-97
                           La Paz, Bolivia

J. Farrel & Therese        1345 42ND St              1.00              2,500            2,500             7-22-97
 Adams   (3)               Boulder, CO 80303

Therese Adams(3)           1345 42ND St              1.00              2,500            2,500             7-22-97
                           Boulder, CO 80303

Arden Anderson(3)          RR1 Box 112D              1.00              5,000            5,000             4-3-97
                           Blooming Prairie, MN

Thomas Bader(3)            833 N Tejon               1.00              75,000           75,000            4-3-97
                           Colorado Springs, CO

James Bennett,Cust.(3)     P.O. Box 191              1.00              1,500            1,500             7-10-97
 For Alexis M. Bennett     Ward, CO 80481

James Bennett,Cust.(3)     P.O. Box 191              1.00              1,500            1,500             7-10-97
 For Clifford J. Bennett   Ward, CO 80481

Charles E. Blaha(3)        1740 M St                 1.00              21,000           21,000            4-3-97
                           Ord, NE 68862



                                       36

Donald Blaha(3)            P.O. Box 248              1.00              18,000           18,000              4-3-97
                           Ord, NE 68862

Michael A. Butler, Cust.   1910 Orchard Ave.         1.00              2,500            2,500               7-14-97
 For Daniel S. Butler(3)   Boulder, CO 80304

Michael A. Butler, Cust.   1910 Orchard Ave.         1.00              2,500            2,500               7-14-97
 For Ryan P. Butler(3)     Boulder, CO 80304

Ray & Olga Chase(3)        P.O. Box 1378             1.00              2,000            2,000               8-14-97
                           Nederland, CO 80466

Errol A. Coslor(3)         P.O. Box 759              1.00              13,000           13,000              7-21-97
                           Kearney, NE 68848

William R. Dodd(3)         P.O. Box 324              1.00              10,000           10,000              4-3-97
                           Ord, NE 68862

Daniel Enright(3)          5161 5TH Ave. N.W.        1.00              10,000           10,000              4-3-97
                           Naples, FL 34119

James Enright(3)           29402 Gadsden Dr.         1.00              1,800            1,800               7-22-97
                           Brighton, CO 80601

Jerome M. & Dorothy        4123 S. Rosemary Way      1.00              5,000            5,000               7-11-97
 A. Gotlieb(3)             Denver, CO 80237

Cynthia Harpst(3)          5161 5TH Ave. N.W.        1.00              7,000            7,000               4-3-97
                           Naples, FL 34119

Kevin Hruza(3)             219 N. 23RD St.           1.00              5,500            5,500               4-3-97
                           Ord, NE 68862

Dennis Hulinsky(3)         P.O. Box 67               1.00              5,000            5,000               4-3-97
                           Ord, NE 68862

Willaim P. Jancosko(3)     3344 Wright Court         1.00              2,500            2,500               7-11-97
                           Boulder, CO 80301

Scott Johnson(3)           5114 Balconies Woods      1.00              62,500           62,500              4-3-97
                           Austin, TX

Brad Keech(3)              1422 Delgany St. #1       1.00              20,000           20,000              4-3-97
                           Denver, CO 80202

Clemens J. Klimek(3)       419 S. 23RD St            1.00              2,000            2,000               4-3-97
                           Oprd, NE 68862

Renate Kuhar(3)            P.O. Box 691              1.00              20,000           20,000              7-22-97
                           Pine, CO 80470


                                       37

Bruce A. Lammers(3)        1920 P St.                1.00              29,200           29,200               4-3-97
                           Ord, NE 68862

Jill Trundle Lopez(3)      4539 Lee Hill Rd          1.00              3,000            3,000                7-16-97
                           Boulder, CO 80302

Robert McBride(3)          RR1 Box 115               1.00              500              500                  4-3-97
                           Ord, NE 68862

Allana E. Novotny(3)       813 N. 8TH St             1.00              1,000            1,000                4-3-97
                           Beatrice, NE 68310

Thomas P & Mary Ann        6334 S. Lamar Ct.         1.00              2,500            2,500                7-11-97
 O'Neill(3)                Littleton, CO 80123

Mel & Jenine Ortner(3)     7710 Ute Highway          1.00              2,500            2,500                7-3-97
                           Longmont, CO 80501

Terry J. Peltz(3)          2817 Laramie Dr.          1.00              2,000            2,000                4-3-97
                           Alliance, NE 69301

Charles E. Peterson(3)     P.O. Box 2366             1.00              5,000            5,000                7-14-97
                           Boulder, CO 80306

Lisa J. Petska(3)          1812 N Street             1.00              1,000            1,000                4-3-97
                           Ord, NE 68862

Vernaon J. & Mercedes      RR1 Box 9                 1.00              1,500            1,500                4-3-97
 A. Potrzeba JTWORS(3)     Elyria, NE 68837

Richard Severson(3)        12516 Williams St         1.00              20,000           20,000               4-3-97
                           Omaha, NE 68144

Sandra Shipman(3)          P.O. Box 2008             1.00              5,000            5,000                4-3-97
                           Littleton, CO 80161

Daniel J. Seifert, Jr(3).  1135 Pearl St             1.00              2,500            2,500                6-24-97
                           Boulder, CO 80302

Joel A. Thompson(3)        4770 Baseline Rd #200     1.00              2,500            2,500                7-10-97
                           Boulder, CO 80303

Jeff A. Tschida(3)         5114 Balconies Woods      1.00              62,500           62,500               4-3-97
                           Aistin, TX 78759

Brian Wicklein(3)          405 Central Ave. S        1.00              5,000            5,000                4-3-97
                           Dodge Center, MN

James Wiecking(3)          92671 Newa St             1.00              500              500                  4-3-97
                           Kapolei, HI


                                       38

William R. Williams(3)     7367 S. Chapparal Cr      1.00              5,000            5,000                7-11-97
                           Aurora, CO 80016

Allen Kent Wilson(3)       1414 Longs Peak Ave.      1.00              2,500            2,500                7-14-97
                           Longmont, CO 80501

Roberta Wolta(3)           5446 W. 100TH Pl.         1.00              47,800           47,800               7-20-97
                           Westminster, CO 80020

Sam Del Cielo(6)           4269 Sumac Ct             0.00              30,000           30,000               4-16-97
                           Boulder, CO 80303

Randall Downey(4)          9351 S Autumn Ash Ct      0.20              25,000           5,000                8-12-98
                           Highlands Ranch, CO

Fashion West (4)           1234 W Cedar Ave.         0.20              25,000           5,.000               8-12-98
 Accessories, Inc          Denver, CO 80223

Sharon Hilb(4)             5278 S. Kenton Way        0.20              125,000          25,000               8-12-98
                           Englewood, CO

Gordon M. Deblasio(4)      1016 Cassils Rd. W        0.20              50,000           100,000              8-12-98
                           Brooks, Alberta

Willaim C. Birge(4)        139 Mandra Dr N E         0.20              50,000           100,000              8-12-98
                           Calgary, Alberta

Terry J. Morishita(4)      P.O. Box 236              0.20              25,000           5,000                8-12-98
                           Rosemary, Alberta

Norman J. Torre(4)         1845 Zinnia St.           0.20              25,000           5,000                8-18-98
                           Golden, CO 80401

Harold Smith(4)            1803 S. Weld Cr.          0.20              5,000            1,000                8-18-98
                           Lakewood, CO 80226

Jack Moore(4)              9952 Tiburon Cr.          0.20              5,000            1,000                8-18-98
                           Littleton, CO 80124

Victor Abbo(4)             250 Arapahoe Rd           0.20              25,000           5,000                8-18-98
                           Boulder, CO 80301

Patrick Bloom(4)           6454 S Present St.        0.20              10,000           2,000                8-18-98
                           Littleton, CO 80120

Carl S. Koch(4)            36 Lynn Ct                0.20              125,000          25,000               8-21-98
                           North Brunswick, NJ

Thomas A. Anderson(4)      1020 21ST St              0.20              63,500           12,700               8-21-98
                           Golden, CO


                                       39

Stephen W. Weathers(4)     1926 S. Xenon St          0.20              50,000           10,000               8-21-98
                           Lakewood, CO 80228

Daniel Enright(4)          405 Roworth               0.20              25,000           5,000                8-15-98
                           Central City, CO 80427

Sanford Shwartz(4)         1010 Orange Pl.           0.20              10,000           2,000                8-25-98
                           Boulder, CO 80304

David Lilja(4)             4998 W. 103RD Cr.         0.20              10,000           2,000                8-25-98
                           Westminster, CO 80030

Michael Osebold(4)         911 16TH ST # 5           0.20              10,000           2,000                8-25-98
                           Boulder, CO 80302

Brian Wicklein(4)          405 Central Ave. S        0.20              17,500           3,500                8-27-98
                           Dodge Center, MN

Stephen W. Weathers(4)     1926 S. Xenon St          0.20              12,500           2,500                8-27-98
                           Lakewood, CO 80228

Tajinder Madan    (4)      222 Hamptons Gardens      0.20              10,000           2,000                8-28-98
                           Calgary, Alberta

William D. Pate (4)        323 Martin Grove Rd.      0.20              20,000           4,000                8-28-98
                           Etobicoke, Ontario

Andrew Janiec(4)           1202 Harwood St.          0.20              10,000           2,000                8-28-98
                           Vancouver, B.C.

Tim Kohn(4)                7224-21 A St. SE          0.20              10,000           2,000                8-28-98
                           Calgary, Alberta

Joel Rheinbolt(4)          7608 Thornlee Dr.         0.20              30,000           6,000                8-28-98
                           Lake Worth, Florida

Genevieve Gray (4)         5508 Temple Rd. NE        0.20              10,000           2,000                8-28-98
                           Calgary, Alberta

Jason R. Kells(4)          158ResearchWarrndyte      0.20              20,000           4,000                8-28-98
                           Victoria, Australia

Paola Levet(4)             139 Manora Dr. NE         0.20              55,000           11,000               8-28-98
                           Calgary, Alberta

Manuel Galan(4)            723 15TH St. NW           0.20              10,000           2,000                8-28-98
                           Calgary, Alberta

Betty Mah(4)               6455 MacLeod Tr. S        0.20              10,000           2,000                8-28-98
                           Calgary, Alberta


                                       40

Geoffrey A. Mussellam      1823 E. Georgia St.       0.20              10,000           2,000                8-28-98
(4)                        Vancouver, BC

William Dodd(4)            P.O. Box 324              0.20              10,000           2,000                8-31-98
                           Ord, NE 68862

John Felton(4)             3014 Birch                0.20              10,000           2,000                8-31-98
                           Ord, NE 68862

Allana Novotny(4)          813 N. 8TH St             0.20              15,000           3,000                8-31-98
                           Beatrice, NE 68310

James Enright(4)           29402 Gadsden Dr.         0.20              7,500            1,500                8-31-98
                           Brighton, CO 80601

Steve Janiszewski(4)       9409 Grandview Ave.       0.20              6,500            1,300                8-31-98
                           Arvada, CO 80002

Brad Keech(4)              1422 Delgany St. #1       0.20              25,000           5,000                8-31-98
                           Denver, CO 80202

Stephen Weathers(4)        1926 S. Xenon St          0.20              15,000           3,000                8-31-98
                           Lakewood, CO 80228

Thomas A. Anderson(4)      1020 21ST St              0.20              22,500           4,500                8-31-98
                           Golden, CO

Dennis Hulinsky(7)         P.O. Box 67               1.00              4,000            4,000                8-31-98
                           Ord, NE 68862                                                Warrant exercise

Stephen Weathers(5)        1926 S. Xenon St          0.35              5,000            1,750                10-9-98
                           Lakewood, CO 80228

Scot A. Donnato(5)         554 Emerson St            0.35              15,000           5,250                10-9-98
                           Denver, CO 80209

Thomas A. Anderson(5)      1020 21ST St              0.35              4,500            1,575                11-12-98
                           Golden, CO

John J. Bolders(5)         4330 E. 18TH Ave.         0.35              2,000            700                  11-12-98
                           Denver, CO, 80220

David Parker(5)            1720 S. Upham St.         0.35              4,000            1,400                11-12-98
                           Lakewood, CO 80232

John Rinker(5)             9496 Brook Lane           0.35              2,000            700                  11-19-98
                           Lone Tree, CO 80124

William H. Snowden(5)      3818 N. 26TH St.          0.35              10,000           3,500                11-25-98
                           Boulder, CO 80304


                                       41

James W. Attwood(5)        19485 E. Garden Dr.       0.35              5,000            1,750                11-27-98
                           Aurora, CO 80015

Keith MacPhail(5)          4799 D. Whiterock Cr.     0.35              6,000            2,100                11-27-98
                           Boulder, CO 80301

Cory Peterson(5)           2016 W. 83RD              0.35              4,500            1,575                12-1-98
                           Bloominton, MN 55431

Colleen Marshall(5)        8046 Solotare Ct          0.35              7,400            2,590                12-2-98
                           Orlando, FL 32836

Jon C. Jelosek(5)          3686 Barbados Pl.         0.35              6,000            2,100                12-1-98
                           Boulder, CO 80301

Scott Wilding(6)           688 NW 156th Ave.         0.35              25,000           for Services         12-15-98
                           Pembroke Pines, FL                                           Rendered valued
                                                                                        at $8,750

Cecil E. & Gladys M.       1205 Q St                 0.35              7,000            2,450                11-12-98
  McCall(5)                Ord, NE 68862

Gene & Nancy Dorsey        Rt 1 Box 173              0.35              15,000           5,250                11-12-98
(5)                        Arcadia, NE 68815

Allana Novotny(5)          813 N. 8TH St             0.35              15,000           5,250                12-24-98
                           Beatrice, NE 68310

Charles L. Abel   (5)      P.O. Box 294              0.35              15,000           5,250                11-12-98
                           North Loup, NE 68859

Harry J. & Susan K.        105 SOUTH 21ST St.        0.35              3,000            1,050                12-1-98
 Zulkoski(5)               Ord, NE 68862

David Kaslon(5)            104 NORTH 14TH St         0.35              9,500            3,325                12-18-98
                           Ord, NE 68862

Timothy G. Todsen(5)       P.O. Box 111              0.35              4,000            1,400                12-1-98
                           Ord, NE 68862


Titanium Entertainment     767 106TH Ave. North      0.35              35,000           for Services         12-15-98
 Inc.(6)                   Naples, FL 34108                                             Rendered valued
                                                                                        at $12,250

Thomas M. Osentowski       2002 O St                 0.35              2,000            700                  12-1-98
(5)                        Ord, NE 68862

Don Bryant(5)              8531 E. Chaparral Rd.     0.35              20,000           7,000                11-12-98
                           Scottsdale, AZ 85250

Monte R. McMechen(5)       15300 Great Rock Rd.      0.35              2,800            980                  12-31-98
                           Brighton, CO 80601

                                       42

Ray C. & Linda K.          334 N. 25TH Street        0.35              12,000           4,200                12-24-98
 McCall  (5)               Beatrice, NE 68310

Kevin J. Hruza(5)          219 N. 23RD St.           0.35              3,000            1,050                12-24-98
                           Ord, NE 68862

Stephen B. Doppler(5)      9084 Armadillo Trail      0.35              14,000           4,900                12-15-98
                           Evergreen, CO 80439

Marilyn Hogue(5)           12373 W. Tufts Ave.       0.35              3,000            1,050                12-19-98
                           Morrison, CO 80465

Dennis Hulinsky(5)         P.O. Box 67               0.35              1,400            490                  12-15-98
                           Ord, NE 68862

David McMechen(5)          4658 S. Coors Ct.         0.35              1,300            455                  11-19-98
                           Morrison, CO 80465

Sean F. Plumb(5)           1517 S. Pagosa St.        0.35              2,000            700                  12-10-98
                           Aurora, CO 80017

Daniel J. Seifert (5)      1135 Pearl St #1          0.35              7,500            2,625                12-18-98
                           Boulder, CO 80302

Joel A. Thompson(5)        4770 Baseline Rd #200     0.35              7,500            2,625                12-18-98
                           Boulder, CO 80303

Scot Abeyta(5)             419 S. Jay St.            0.35              5,700            1,995                12-24-98
                           Lakewood, CO 80226

Randall Downey(5)          9351 S. Autumn Ash Ct     0.35              15,000           5,250                12-23-98
                           Highlands, Ranch, CO

Leslie Peats(5)            530 Vance St.             0.35              28,570           9,999.50             12-23-98
                           Lakewod, CO 80227

John R. & Janie            10975 Cty Rd # 331        0.35              2,500            875                  12-31-98
 Enright (5)               Silt, CO 81652

Kurt Tribelhorn(5)         9469 S. Adelaide Cr.      0.35              3,000            1,050                12-31-98
                           Highlands Ranch, CO

Scott W. Johnson(5)        320 Ashwood Ln            0.35              9,250            3,237.5              12-28-98
                           Georgetown, TX 78628

Jeffrey Tschida(5)         13106 Tilder Dr.          0.35              9,250            3,237.5              12-28-98
                           Austin, TX 78729

Samuel Del Cielo(5)        4269 Sumac Ct.             0.35              25,000           8,750                12-31-98
                           Boulder, CO 80301                          Restricted


                                       43


Randy A. McCall(8)         1909 P St.                0.35              50,000           17,500               12-31-98
                           Ord, NE 68862                              Restricted

Randy A. McCall(7)         1909 P St.                0.01              400,000          4,000                1-7-99
                           Ord, NE 68862                              Restricted       exercise of options

Samuel Del Cielo(7)        4269 Sumac Ct.            0.01              400,000          4,000                1-7-99
                           Boulder, CO 80303                          Restricted       exercise of options

Oriential New              Rue Des Baines 35         0.4375            750,000         52,500 cash and       1-15-99
 Investments(6)            Geneva, Switzerland                                         services valued
                                                                                       at $275,625

Larry D. McNabb(6)         213 E. Highland Ave.      0.553             500,000         services rendered     1-21-99
                           Atlantic Highlands, NJ                                      valued at $276,500


David Kaslon(5)            104 North 14th St.        0.35              4,500            1,575                2-1-99
                           Ord, NE 68862

Kevin J. Hruza(5)          219 N. 23RD St.           0.35              2,000            700                  2-1-99
                           Ord, NE 68862

Randall Downey(5)          9351 S Autumn Ash Ct      0.35               8,500           2,975                1-25-99
                           Highlands Ranch, CO

Gary A. & Bonnie L.        2339 West Betty Elyse     0.35              34,000           11,900               1-31-99
 Williams(5)               Phoenix, AZ 85223

Theodore M.                4149 West Gelding Dr.     0.35              22,000           7,700                1-31-99
 Williams II(5)            Phoenix, AZ 85053

Sanford L. Schwartz(5)     1010 Orange Pl.           0.35              7,500            2,625                1-27-99
                           Boulder, CO 80304

David Lilja, JR.(5)        4998 W. 103RD Circle      0.35              7,500            2,625                1-27-99
                           Westminster, CO 80030

Charles S. Swanson(5)      1895 Alpine Ave. # 4      0.35              10,000           3,500                1-27-99
                           Boulder, CO 80304

William R. Dodd(5)         807 S. 12TH St            0.35              4,000            1,400                1-29-99
                           Ord, NE 68862

Brian Welniak(5)           Rt. 1 Box 5               0.35              2,000            700                  1.29-99
                           Elyria, NE 68837

Harry J. & Susan K.        105 South 21st St         0.35              2,000            700                  1-28-99
 Zulkoski(5)               Ord, NE 68862

Thomas M. Osentowski       2002 O St.                0.35              2,000            700                  1-31-99
(5)                        Ord, NE 68862

                                       44

Marcia Brando Viana        R. Abilio Soares #121     0.35              44,000           15,400               1-31-99
(5)                        Sao Paulo - SP Brazil

Kurt Tribelhorn(8)         9649 S Adelaide Cr.       0.10              49,500           4,950                4-2-99
                           Highlands Ranch, CO

Carl S. Koch(8)            36 Lynn Ct.               0.10              31,500           3,150                4-5-99
                           North Brunswick, NJ

David R. Lilja(8)          4998 W. 103RD             0.10              20,000           2,000                4-5-99
                           Westminster, CO 80030

Sanford L. Schwartz(8)     1010 Orange Pl            0.10              20,000           2,000                4-5-99
                           Boulder, CO80304

Christopher M. Koch(8)     42 S. Tamadge St.         0.10              10,500           1,050                4-5-99
                           New Bruswick, NJ 08901

Lizbeth Koch Pajunas(8)    465 Route 513             0.10              10,500           1,050                4-5-99
                           Califon, NJ 07830

Capital Investment         14995 Horseshoe Trace     0.10              450,000          for Services         4-5-99
 Resources LLC             (6)                                                          Rendered valued
                                                                                        at $45,000

Long H. Nguyen(8)          6776 SW Freeway #180      0.10               62,500          for Services         4-4-99
                           Houston, TX 77074                                            Rendered valued
                                                                                        at $6,250

Sam Del Cielo(8)           4269 Sumac Ct.            0.10              100,000          10,000               4-5-99
                           Boulder, CO 80303                          Restricted

Randy A. McCall(8)         1909 P Street             0.10              150,000          15,000               4-5-99
                           Ord, NE 68862                              Restricted

John & Carmen Exkert       729 Lilac Lane            0.105             700,000          Services Rendered    6-9-99
(9)                        Glendora, CA 91740                         Restricted        valued at $73,500

Reid Johnson(9)            11803 E. Beryl            0.105             700,000          Services Rendered    6-7-99
                           Scottsdale, AZ 85259                       Restricted        valued at $23,500

Mary Ann Kelley(9)         55 Mingus Mtn. Rd.        0.0865            400,000          Services Rendered    7-7-99
                           Sedona, AZ 86336                           Restricted        valued at $34,600

Hangen Family Trust(9)     9429 E Conquistadore      0.0865            400,000          Services Rendered    7-12-99
Donald Hangen, Trustee     Scottsdale, AZ  85255                      Restricted        valued at $34,600

David A. Jacobs(9)         2751 Mill Ave.            0.09              300,000          27,000               10-1-99
                           Brooklyn, NY 11234



                                       45

Key to Footnotes:

*        Share exchange for subsidiaries

(1)      Founders shares - issued pursuant to exemption under Section 4(2) to
         sophisticated purshasers.

(2)      Exchange shares to acquire Bolivian subsidiaries - issued to
         sophisticated investors pursuant to exemption under Section 4(2)

(3)      Shares issued pursuant to offering under Regulation D, Rule 504.

(4)      Shares issued pursuant to offering under Regulation D, Rule 504.

(5)      Shares issued pursuant to offering under Regulation D, Rule 504.

(6)      Shares issued for services rendered under Regulation D, Rule 504.

(7)      Shares issued for exercise of options.

(8)      Shares issued in private placement under Regulation D, Rule 504

(9)      Shares issued in private placement under Section 4(2)

         Each of the  sales  listed  above  was  made for the  Consideration  as
listed.  All of the listed sales were made in reliance upon the  exemption  from
registration  offered by Section 4(2) and 4(6) of the Securities Act of 1933, as
amended when applicable, and Sec. 3(b), Reg. D, Rule 504 where applicable. Based
upon Subscription  Agreements completed by each of the subscribers,  the Company
had reasonable  grounds to believe  immediately  prior to making an offer to the
private  investors,  and did in  fact  believe,  when  such  subscriptions  were
accepted, that such purchasers (1) were purchasing for investment and not with a
view to distribution, and (2) had such knowledge and experience in financial and
business  matters that they were capable of  evaluating  the merits and risks of
their investment and were able to bear those risks. The purchasers had access to
pertinent  information enabling them to ask informed questions.  The shares were
issued without the benefit of registration. An appropriate restrictive legend is
imprinted  upon  each  of  the  certificates   representing  such  shares,   and
stop-transfer  instructions have been entered in the Company's transfer records.
All such sales  were  effected  without  the aid of  underwriters,  and no sales
commissions were paid.


                                       46


ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------------------------------------------------

         The  Colorado  Statutes  provide  that the  Company may  indemnify  its
officers and  directors for costs and expenses  incurred in connection  with the
defense of actions, suits, or proceedings where the officer or director acted in
good faith and in a manner he reasonably  believed to be in the  Company's  best
interest  and is a party by reason  of his  status as an  officer  or  director,
absent a finding of negligence or misconduct in the performance of duty.

                                       47



                                   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: December 6, 2001


                                          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





                                       48


                         INDEX TO FINANCIAL STATEMENTS

Financial Statements for September 30, 1999
Cover Page                                                            F-1

Auditors Report for years ended September 30, 1999 and 1998           F-2

Balance Sheet                                                         F-3

Statement of Operations                                               F-4

Statement of Cash Flows                                               F-5

Statement of Stockholders' Equity                                     F-6

Notes to Financial Statements                                         F-7 - F-11



Unaudited Interim Financial Statements for December 31, 1999
Cover Page                                                            F-12

Auditors Report                                                       F-13

Balance Sheet                                                         F-14

Statement of Operations                                               F-15

Statement of Cash Flows                                               F-16

Statement of Stockholders' Equity                                     F-17

Notes to Financial Statements                                         F-18-F-22






                                       49

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

                               September 30, 1999









                                      F-1



                           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  balance sheet of Sun River  Mining,  Inc. (An
Exploration  Stage  Company) as of September 30, 1999 and 1998,  and the related
statements of operations,  cash flows,  and  stockholders'  equity for the years
ended  September  30,  1999 and 1998 and for the period from  February  25, 1997
(date of inception) to September 30, 1999.  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  generally   accepted  auditing
standards.  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, 1999 and 1998 and the results of their  operations  and their cash
flows for the years  ended  September  30, 1999 and 1998 and for the period from
February 25, 1997 (date of inception)  through  September 30, 1999 in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 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 5. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado

May 20, 2001



                                      F-2



                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                           Consolidated Balance Sheets
                                  September 30,

                                                                                              
                                                                                1999                    1998
                                                                                ----                    ----
ASSETS:
Current assets:
   Cash                                                                    $         1,026          $     23,323
   Accounts Receivable - Shareholders                                                1,884                     -
   Prepaid Expenses                                                                    200                 3,726
                                                                          -----------------         -------------
      Total current assets                                                           3,110                27,049

Fixed assets
   Office Equipment (Net $2,062 depreciation for 1999,                               1,924                 3,156
        and $830 for 1998)                                                -----------------         -------------

      Total fixed assets                                                             1,924                 3,156
                                                                          -----------------         -------------

TOTAL ASSETS                                                               $         5,034          $     30,205
                                                                          =================         =============


LIABILITIES AND STOCKHOLDERS' EQUITY:
-------------------------------------
Current liabilities:
   Accounts Payable                                                        $        52,894          $      9,010
   Accrued Expenses                                                                263,779               136,565
   Directors' Fee Payable                                                            6,683                 4,693
   Notes Payable                                                                   262,700               159,555
                                                                          -----------------         -------------
      Total current liabilities                                                    586,056               309,823
                                                                          -----------------         -------------

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;
   15,062,970 shares issued and outstanding in 1999 and                          1,222,298               713,806
   9,333,800 shares issued and outstanding in 1998
Deficit accumluated during the Exploration Stage                                (1,803,320)             (993,424)
                                                                          -----------------         -------------

TOTAL STOCKHOLDERS' DEFICIT                                                       (581,022)             (279,618)
                                                                          -----------------         -------------

TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                                    $         5,034          $     30,205
                                                                          =================         =============


   The accompanying notes are an integral part of these financial statements.
                                      F-3



                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                      Consolidated Statements of Operations
            February 25, 1997 (Inception) Through September 30, 1999

                                                             Year Ended                       February 25, 1997
                                                            September 30,                       (Inception) to
                                             ---------------------------------------             September 30,
                                                  1999                    1998                       1999
                                             ----------------         --------------         ---------------------
                                                                                       
REVENUE                                        $           -            $         -             $               -

EXPENSES:
   Bank Charges                                          572                    518                         1,461
   Consulting                                        761,451                 14,940                       854,939
   Depreciation                                        1,232                    511                         2,062
   Directors' Fees                                     3,883                  3,500                         9,983
   Due Dilgence                                       40,454                      -                        40,454
   Equipment Rental                                        -                    400                         1,733
   Interest                                           22,007                 12,042                        37,897
   Impairment loss                                   298,150                598,984                       923,834
   Legal and Accounting                               20,805                 44,545                        69,023
   Licenses & Fees                                         -                  5,050                         6,220
   Meals & Entertainment                                 773                    171                         4,119
   Office Expenses                                     4,415                  7,062                        13,446
   Officer's Salaries                                165,750                 87,000                       290,750
   Postage                                               565                  1,835                         3,217
   Printing                                            4,517                      -                         5,580
   Public Relations                                  103,580                      -                       103,580
   Rent                                                4,460                  2,868                         7,328
   Taxes                                               4,604                      -                         4,604
   Telephone                                          12,374                 10,730                        29,452
   Transfer Agent Expense                              3,701                  1,550                         6,651
   Travel                                             28,724                  7,745                        59,108
                                             ----------------         --------------         ---------------------
TOTAL EXPENSES                                     1,482,017                799,451                     2,475,441
                                             ----------------         --------------         ---------------------
NET LOSS                                       $  (1,482,017)           $  (799,451)            $      (2,475,441)
                                             ================         ==============         =====================

PER SHARE INFORMATION:

   Weighted average number of
     common shares outstanding                    11,741,855              9,328,800
                                             ----------------         --------------

NET LOSS PER COMMON SHARE                      $       (0.13)           $     (0.09)
                                             ================         ==============



   The accompanying notes are an integral part of these financial statements.
                                      F-4



                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                      Consolidated Statements of Cash Flows
            February 25, 1997 (Inception) Through September 30, 1999

                                                                          Year Ended                     February 25, 1997
                                                                         September 30,                      (Inception) to
                                                              -----------------------------------             September 30,
                                                                   1999                 1998                   1999
                                                                   ----                 ----                   ----
                                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                                        $ (1,482,017)       $   (799,451)       $        (2,475,441)

   Depreciation                                                        1,232                 511                      2,062
   Increase (Decrease) in Accounts Payable                            43,884             (19,118)                    24,767
   Increase (Decrease) in Accrued Liabilities                        127,214              96,748                     (1,562)
   Increase (Decrease) in Directors' Fees Payable                        583               3,500                      3,500
   Decrease (Increase) in Accounts Rec - Shareholder                  (1,884)                  -                     (1,884)
   Decrease (Increase) in Prepaid Expenses                             3,526               2,274                      5,800
                                                              ---------------       -------------       --------------------
NET CASH FLOWS USED BY OPERATIONS                                 (1,307,462)           (715,536)                (2,442,758)

CASH FLOWS FROM INVESTING ACTIVITIES:

   Acquisition of Fixed Assts                                              -              (1,878)                    (1,559)
                                                              ---------------       -------------       --------------------
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES                            -              (1,878)                    (1,559)

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from Notes Payable                                       103,145             558,500                    669,261
   Issuance of Common Stock                                        1,182,020             182,082                  1,776,082
                                                              ---------------       -------------       --------------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                    1,285,165             740,582                  2,445,343

NET INCREASE (DECREASE) IN CASH                                      (22,297)             23,168                      1,026
                                                              ---------------       -------------       --------------------

CASH AT BEGINNING OF PERIOD                                          23,323                 155                           -
                                                              ---------------        -----------        --------------------

CASH AT END OF PERIOD                                                $ 1,026            $ 23,323                    $ 1,026
                                                              ===============       =============       ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid for interest                                      $          -        $          -        $                 -
                                                              ===============       =============       ====================
   Cash paid for income taxes                                   $          -        $          -        $                 -
                                                              ===============       =============       ====================

NON-CASH TRANSACTIONS
    Common stock issued in exchange for services                $    383,688        $          -        $           383,688
                                                              ===============       =============       ====================



   The accompanying notes are an integral part of these financial statements.
                                      F-5



                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                        Consolidated Stockholders' Equity
                      For The Year Ended September 30, 1999

                                                                                        Deficit
ISSUANCE OF                                          Common Stock                    Accumulated
     COMMON STOCK:                          --------------------------------         During the
                                                 # of Shares        Amount         Exploration Stage           TOTALS
                                            --------------------------------    --------------------      --------------
                                                                                               
Inception February 25, 1997                                -     $        -          $             -       $          -

Issuance of stock for cash                           100,000            100                        -                100
Issuance of stock for cash                           111,800        111,800                        -            111,800
Issuance of stock to Founders                        282,200              1                        -                  1
Issuance of stock for Consolidation                8,900,000        312,105                        -            312,105
Issuance of stock for cash                            58,000         58,000                        -             58,000
Issuance of stock for cash                            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 compensation                    30,000         30,000                        -             30,000
Issuance of stock for cash                         1,000,000        200,000                        -            200,000
Consolidation stock cancelled                     (1,200,000)       (50,000)                       -            (50,000)
Issuance of stock for cash                             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                           424,670        159,367                        -            159,367
Issuance of stock for compensation                   800,000         40,000                        -             40,000
Issuance of stock for cash                           750,000        296,125                        -            296,125
Issuance of stock for compensation                   500,000        276,500                        -            276,500
Issuance of stock for cash                           150,000         70,313                        -             70,313
Issuance of stock for cash & services                904,500        122,108                        -            122,108
Issuance of stock for compensation                 1,400,000        147,000                        -            147,000
Issuance of stock for compensation                   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)
                                            ================================    =====================    ===============


   The accompanying notes are an integral part of these financial statements.
                                      F-6


                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 1999

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 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.  These financial  statements recorded the subsequent loss
         in the current  fiscal  period.  There is also a  provision  to pay the
         balance  of  what  was  the  debt  of Rio  Del  Sol  S.A.  (a  Bolivian
         subsidiary) in the amount of $246,465,  the only  contingent  liability
         that the Company  believes it will incur regarding the  discontinuation
         of operations of these subsidiaries.

         EXPLORATION 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 "Exploration  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 an exploration stage company,  and
         that the statements of operations,  stockholders'  equity (deficit) and
         cash flows disclose activity since the date of the Company's inception.

         BASIS OF PRESENTATION:
         ---------------------
         The consolidated financial statements include the accounts of Sun River
         Mining,  Inc.  and  its  wholly  owned  subsidiaries.  All  significant
         intercompany   accounts  and  transactions   have  been  eliminated  in
         consolidation.

         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 following
         estimated useful lives of the assets:

                  Equipment                                   5 years

                                      F-7


                              SUN RIVER MINING, INC
                           (Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 1999

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

         NOTES PAYABLE:
         --------------
         Notes payable as of September 30, 1999 consist of the following:

           Note payable to Commercial First National Bank incurring 8%
           interest, due upon demand.                                 $  40,397

           Note payable to Glen Pahnke for unpaid company
           expenses, incurring interest at 8%, due upon demand.          10,000

           Note payable to Randy McCall for unpaid company
           expenses, incurring interest at 8%, due upon demand.          47,303

           Note payable to Dakota Partners dated January 25, 1999,
           Incurring interest at 12%, due January, 2001                 165,000
                                                                      ----------

                  Total Notes Payable                                 $ 262,700
                                                                       =========


         ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS:
         -----------------------------------------------
         Long-lived  assets  and  identifiable   intangibles  are  reviewed  for
         impairment  whenever events or changes in  circumstances  indicate that
         the  carrying  amounts  of assets  may not be  recoverable.  Management
         periodically  evaluates the carry value and the economic useful life of
         its long-lived assets based on the Company's operating  performance and
         the expected future  undiscounted  cash flows and will adjust the carry
         amount of assets,  which may not be recoverable.  On September 30, 1998
         the Company recorded a charge against operations of $589,984 related to
         the  write-off of their  subsidiaries.  The  write-off was comprised of
         $222,031 loss on receivables and a write-off of an advance for expenses
         of  $312,106.  On  September  30,  1999 the  Company  recorded a charge
         against  operations  of  $324,850  related  to the  write-off  of their
         subsidiaries,  comprised  of a write-off  of an advance for expenses of
         $324,850.  Management believes that remaining  long-lived assets in the
         balance sheet are appropriately valued.

         USE OF ESTIMATES:
         ----------------
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and assumptions  that affect certain  reported amounts and disclosures.
         Accordingly, actual results could differ from those estimates. Accounts
         Receivable will be paid out of accrued salaries of Sam Del Cielo.
                                      F-8


                              SUN RIVER MINING, INC
                           (Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 1999



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.

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
                                                                           ------------
                                                                              
                                                                       1999             1998
                                                                       ----             ----
         Deferred Tax Liability                                    $       0        $           0
                                                                   =========          ============
         Deferred Tax Assets
                  Net Operating Loss Carryforwards                 2,474,341              992,524
                  Book/Tax Differences in Bases of Assets              1,100                  900
                  Less Valuation Allowance                        (2,475,441)            (993,424)
                                                                  ----------          ------------
         Total Deferred Tax Assets                                $        0
                                                                  ==========         $          0
                                                                                      ============
         Net Deferred Tax Liability                               $        0         $          0
                                                                  ==========          ============



                                      F-9



                              SUN RIVER MINING, INC
                           (Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 1999


NOTE 2 - INCOME TAXES:
         ------------
As of September 30, 1999, 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 2010.

NOTE 3 - 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 4 - PURCHASE AGREEMENT
         ------------------
         Sun River Mining,  Inc. delivered  8,900,000 newly issued common shares
         to NBI and RIO  shareholders  pro rata and warrants to purchase 500,000
         shares at $1.00  per share in  exchange  for  99.8% of the  issued  and
         outstanding  shares each of RIO and NBI. The acquisition of NBI and RIO
         was accounted for by the purchase method of accounting.

NOTE 5 - GOING CONCERN
         -------------
         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting  principles,  which  contemplates
         continuation  of the Company as a going concern.  However,  the Company
         has sustained a substantial  operations loss this year. As shown in the
         financial statements, the Company incurred a net loss of $1,482,017 for
         1999 and $799,451 for 1998. At September 30, 1999, current  liabilities
         exceed  current  assets by $586,056.  These  factors  indicate that the
         Company has substantial  doubt about its ability to continue as a going
         concern.  The  financial  statements  do not  include  any  adjustments
         relating to the  recoverability  and classification of recorded assets,
         or  the  amounts  and  classification  of  liabilities  that  might  be
         necessary in the event the Company cannot continue in existence.

         In view of these matters,  realization of a major portion of the assets
         in  the   accompanying   balance  sheet  is  dependent  upon  continued
         operations  of the  Company,  which  in  turn  is  dependent  upon  the
         Company's ability to meet its financial  requirements,  and the success
         of its future operations.  Management believes that actions being taken
         to revise the Company's  operating and financial  requirements  provide
         the  opportunity  for the Company to continue as a going  concern.  The
         action being taken is to search for companies  that wish to merge or be
         acquired.  In the event  management  cannot  achieve  funds to continue
         operations and/or merge with an operating company, the Company will not
         be able to continue in existence.

                                      F-10


                              SUN RIVER MINING, INC
                           (Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 1999


NOTE 6 - SUBSEQUENT EVENT - SUBSIDIARY ACQUISITION LOSS:
         -----------------------------------------------
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.  These  financial  statements  recorded the subsequent loss in the
current fiscal  period.  There is a provision to pay the balance of what was the
debt of Rio Del Sol, S.A. (a Bolivian subsidiary) in the amount of $165,000, the
only contingent  liability that the Company believes it will incur regarding the
deacquistion of these subsidiaries.

NOTE 7 - OPTION AGREEMENT
         ----------------
At the date of this  registration  the  Company  has no  intention  of  offering
further shares in a private offering to anyone except that its former President,
Steve Davis,  has an option to purchase  300,000  shares of common stock at $.10
per share. The options expire March 15, 2004.

NOTE 8 - EMPLOYMENT CONTRACTS
         --------------------
Employment  contract  dated April 12, 1998 for Randy  McCall,  (former  Officer)
contained an option to purchase 400,000 shares of common stock,  this option was
exercised on January 7, 1999 for $.05 per share ($20,000).  Employment  contract
for Sam DelCielo  (former  Officer)  dated April 12, 1998 contained an option to
purchase  400,000 shares of common stock,  which option was exercised on January
7, 1999 for $.05 per share ($20,000).


                                      F-11

                             SUN RINVER MINING, INC.
                         (AN EXPLORATION STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                December 31, 1999
                                   (Unaudited)









                                      F-12



                           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  balance sheet of Sun River  Mining,  Inc. (An
Exploration  Stage  Company) as of September 30, 1999 and 1998,  and the related
statements of operations,  cash flows,  and  stockholders'  equity for the years
ended  September  30,  1999 and 1998 and for the period from  February  25, 1997
(date of inception) to September 30, 1999.  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  generally   accepted  auditing
standards.  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, 1999 and 1998 and the results of their  operations  and their cash
flows for the years  ended  September  30, 1999 and 1998 and for the period from
February 25, 1997 (date of inception)  through  September 30, 1999 in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 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 5. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado

May 20, 2001

                                      F-13


                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                                  Balance Sheet
                                   (Unaudited)



                                                                              December 31,       September 30,
                                                                              1999                    1999
                                                                         ---------------         ---------------
                                                                                            
ASSETS:
Current assets:

   Cash                                                                   $          81           $       1,026
    Prepaid Expenses                                                                  -                     200
   Accounts Receivable - Del Cielo                                                1,884                   1,884
                                                                         ---------------         ---------------
      Total current assets                                                        1,965                   3,110
                                                                         ---------------         ---------------

Fixed assets
   Office equpiment - (Net $192 depreciation fo 1999,                             1,732                   1,924
      and $2,062 for 1999.                                               ---------------         ---------------

      Total fixed assets                                                          1,732                   1,924
                                                                         ---------------         ---------------

TOTAL ASSETS                                                              $       3,697           $       5,034
                                                                         ===============         ===============


LIABILITIES AND STOCKHOLDERS' EQUITY:
------------------------------------
CURRENT LIABILITIES:
   Accounts Payable                                                       $      53,891           $      52,894
   Accrued Expenses                                                             313,466                 263,779
   Directors' Fee Payable                                                         6,683                   6,683
   Notes Payable                                                                222,266                 262,700
                                                                         ---------------         ---------------
Total Current Liabilities                                                       596,306                 586,056
                                                                         ---------------         ---------------

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 for December,                     1,921,419               1,894,419
   1999 and 15,062,970 shares issued and outstanding for
   September, 1999.
Deficit accumulated during the exploratory stage                             (2,514,028)             (2,475,441)
                                                                         ---------------         ---------------
Total Stockholders' Equity                                                     (592,609)               (581,022)
                                                                         ---------------         ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $       3,697           $       5,034
                                                                         ===============         ===============


                        See accountant's review report.
                                      F-14

                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                            Statements of Operations
                                   (Unaudited)





                                                     Three Months Ended                  Feb. 25, 1997
                                                        December 31,                    (Inception) to
                                              ----------------------------------          December 31,
                                                   1999               1998                   1999
                                              ---------------     --------------       -----------------
                                                                              
REVENUE                                        $           -       $          -        $              -

EXPENSES:
   Advertising                                             -                  -                  18,500
   Bank Charges                                          136                454                   1,597
   Consulting                                         18,000             31,163                 872,939
   Depreciation                                          192                830                   2,254
   Directors' Fees                                     5,378              3,883                  15,361
   Due Diligence                                           -                  -                  40,454
   Equipment Rental                                        -                  -                   1,733
   Interest                                                -              3,880                  37,897
   Legal & Accounting                                      -              5,750                  69,023
   Licenses & Fees                                         -                  -                   6,220
   Meals & Entertainment                                   -                773                   4,119
   Office Expenses                                       328              1,182                  13,774
   Officer's Salaries                                 52,500             50,375                 343,250
   Postage & Shipping                                      -                565                   3,217
   Printing                                                -              1,481                   5,580
   Public Relations                                      425             28,162                  85,505
   Rent                                                  730              1,220                   8,058
   Taxes                                                  53              1,141                   4,657
   Telephone                                             557              3,796                  30,009
   Transfer Agent Expense                                500              1,091                   7,151
   Travel                                                185              7,248                  59,293
                                              ---------------     --------------       -----------------
TOTAL EXPENSES                                        78,984            142,994               1,630,591

EXTRAORDINARY (GAIN) LOSS
   Forgiveness of Debt                               (40,397)                 -                 (40,397)
   Impairment loss                                         -            100,658                 923,834
                                              ---------------     --------------       -----------------

NET (LOSS)                                     $     (38,587)      $   (243,652)       $     (2,514,028)
                                              ---------------     --------------       -----------------


PER SHARE INFORMATION:

   Weighted average number of
    common shares outstanding                     11,741,855          9,333,800
                                              ---------------     --------------
NET LOSS PER COMMON SHARE                      $      (0.003)      $      (0.03)
                                              ===============     ==============



                        See accountant's review report.
                                      F-15


                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)



                                                                            Three Months Ended             Feb. 25, 1997
                                                                                December 31,               (Inception) to
                                                                      -------------------------------       December 31,
                                                                         1999              1998                 1999
                                                                      ------------     --------------     -----------------
                                                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                                              $   (38,587)        $ (243,652)       $   (2,514,028)
  Adjustments to reconcile net loss to cash used in
    operating activities:
   Depreciation                                                               192                830                 2,254
   Forgiveness of Debt                                                    (40,397)                 -               (40,397)
   Issuance of Common Stock for Services                                        -                  -               383,688
   Increase (Decrease) in Accounts Payable                                 16,626              1,335                53,891
   Increase (Decrease) in Accrued Liabilities                              37,502                  -               352,404
   Decrease (Increase) in Accounts Rec - Shareholders                         245             (2,129)               (1,884)
   Decrease (Increase) in Prepaid Expenses                                 (3,526)              (200)                    -
                                                                      ------------     --------------     -----------------
Net Cash Flows Used by Operations                                         (27,945)          (243,816)           (1,764,072)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from Notes Payable                                                  -             72,884               222,266
   Issuance of Common Stock                                                27,000            159,367             1,541,887
                                                                      ------------     --------------     -----------------
Net Cash Flows Provided by Financing Activities                            27,000            232,251             1,764,153

Net Increase (Decrease) in Cash                                              (945)           (11,565)                   81
                                                                      ------------     --------------     -----------------

Cash and cash equivalents - Beginning of period                             1,026             23,323                     -
                                                                      ------------     --------------     -----------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                             $        81         $   11,758        $           81
                                                                      ============     ==============     =================



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash Paid During the Year for:
      Interest                                                        $         -         $        -        $            -
                                                                      ============     ==============     =================
      Income Taxes                                                    $         -         $        -        $            -
                                                                      ============     ==============     =================

NON-CASH TRANSACTIONS
    Common stock issued in exchange for services                      $     8,000         $        -        $      383,688
                                                                      ============     ==============     =================




                        See accountant's review report.

                                      F-16

                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                       Statements of Stockholders' Deficit
                               (Unaudited)



                                                                                            Deficit
                                                                                            Accumulated
                                                            Common Stock                    During the
                                                  -----------------------------------       Exploration
                                                    # of Shares          Amount                Stage               Totals
                                                  ----------------   ----------------     ----------------     ---------------
                                                                                                   
Inception  - February 25, 1997                                  -    $             -      $             -      $            -

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

Issuance of stock for compensation                         30,000             30,000                    -              30,000
Issuance of stock for cash                              1,000,000            200,000                    -             200,000
Consolidation stock cancelled                          (1,200,000)           (50,000)                   -             (50,000)
Issuance of stock for cash                                  4,000              4,000                    -               4,000
Net Loss                                                        -                  -             (799,451)           (799,451)
                                                  ----------------   ----------------     ----------------     ---------------
Balance - September 30, 1998                            9,333,800            713,806             (993,424)           (279,618)
                                                  ----------------   ----------------     ----------------     ---------------

Issuance of stock for cash                                424,670            159,367                    -             159,367
Issuance of stock for compensation                        800,000              8,000                    -               8,000
Issuance of stock for cash                                750,000            328,125                    -             328,125
Issuance of stock for compensation                        500,000            276,500                    -             276,500
Issuance of stock for cash                                150,000             70,313                    -              70,313
Issuance of stock for cash & services                     904,500            122,108                    -             122,108
Issuance of stock for compensation                      1,400,000            147,000                    -             147,000
Issuance of stock for compensation                        800,000             69,200                                   69,200
Net Loss                                                                                       (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                                300,000             27,000                    -              27,000
Net Loss                                                        -                  -              (38,587)            (38,587)
                                                  ----------------   ----------------     ----------------     ---------------
Balance - December 31, 1999                            15,362,970    $     1,921,419      $    (2,514,028)     $     (592,609)
                                                  ================   ================     ================     ===============



                        See accountant's review report.

                                      F-17


                             SUN RIVER MINING, INC.
                           (Exploration Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                   (Unaudited)

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  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.  These  financial  statements  recorded  the
subsequent  loss in the current fiscal period.  There is also a provision to pay
the balance of what was the debt of Rio Del Sol S.A. (a Bolivian  subsidiary) in
the amount of $246,465,  the only contingent liability that the Company believes
it will incur regarding the discontinuation of operations of these subsidiaries.

EXPLORATION 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  "Exploration  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 an
exploration stage company, and that the statements of operations,  stockholders'
equity  (deficit)  and  cash  flows  disclose  activity  since  the  date of the
Company's inception.

BASIS OF PRESENTATION:
---------------------
The consolidated  financial statements include the accounts of Sun River Mining,
Inc. and its wholly owned subsidiaries.  All significant  intercompany  accounts
and transactions have been eliminated in consolidation.

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 following  estimated
useful lives of the assets:

                  Equipment                                   5 years



                                      F-18


                              SUN RIVER MINING, INC
                           (Exploration Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                   (Unaudited)


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

NOTES PAYABLE:
-------------
         Notes payable as of December 31, 1999 consist of the following:

           Note payable to Glen Pahnke for unpaid company
           expenses, incurring interest at 8%, due upon demand.          10,000

           Note payable to Randy McCall for unpaid company
           expenses, incurring interest at 8%, due upon demand.          47,266

           Note payable to Dakota Partners dated January 25, 1999,
           incurring interest at 12%, due January, 2001                 165,000
                                                                     ----------
              Total Notes Payable                                     $ 222,266
                                                                      =========

ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS:
------------------------------------------------
Long-lived  assets and  identifiable  intangibles  are reviewed  for  impairment
whenever events or changes in  circumstances  indicate that the carrying amounts
of assets may not be recoverable.  Management  periodically  evaluates the carry
value  and the  economic  useful  life of its  long-lived  assets  based  on the
Company's operating  performance and the expected future undiscounted cash flows
and will adjust the carry  amount of assets,  which may not be  recoverable.  On
September 30, 1998 the Company recorded a charge against  operations of $589,984
related to the write-off of their  subsidiaries.  The write-off was comprised of
$222,031  loss on  receivables  and a write-off  of an advance  for  expenses of
$312,106. On September 30, 1999 the Company recorded a charge against operations
of $324,850  related to the  write-off  of their  subsidiaries,  comprised  of a
write-off  of an advance for  expenses of  $324,850.  Management  believes  that
remaining long-lived assets in the balance sheet are appropriately valued.

USE OF ESTIMATES:
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could  differ  from those  estimates.  Accounts  Receivable  will be paid out of
accrued salaries of Sam Del Cielo.

                                      F-19


                              SUN RIVER MINING, INC
                           (Exploration Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                   (Unaudited)

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.

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:

                                                                             December 31
                                                                             -----------
                                                                              
                                                                       1999             1998
                                                                       ----             ----
         Deferred Tax Liability                                $           0        $           0
                                                              ================         =============
         Deferred Tax Assets
                  Net Operating Loss Carryforwards                 2,512,928              778,958
                  Book/Tax Differences in Bases of Assets              1,100                  900
                  Less Valuation Allowance                        (2,514,028)            (779,858)
                                                                  -----------          -------------
         Total Deferred Tax Assets                             $           0        $           0
                                                              ================         =============
         Net Deferred Tax Liability                            $           0        $           0
                                                              ================         =============



                                      F-20

                              SUN RIVER MINING, INC
                           (Exploration Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                   (Unaudited)


NOTE 2 - INCOME TAXES:
---------------------
As of December 31, 1999, 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 2010.

NOTE 3 - 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 4 - PURCHASE AGREEMENT
---------------------------
Sun River Mining, Inc. delivered 8,900,000 newly issued common shares to NBI and
RIO  shareholders  pro rata and warrants to purchase 500,000 shares at $1.00 per
share in exchange for 99.8% of the issued and outstanding shares each of RIO and
NBI. The  acquisition of NBI and RIO was accounted for by the purchase method of
accounting.

NOTE 5 - GOING CONCERN
----------------------
The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the Company has  sustained a substantial
operations  loss this year.  As shown in the financial  statements,  the Company
incurred a net loss of  $2,514,028  for 1999 and $799,451 for 1998.  At December
31, 1999, current  liabilities exceed current assets by $594,341.  These factors
indicate that the Company has substantial doubt about its ability to continue as
a going  concern.  The  financial  statements  do not  include  any  adjustments
relating to the  recoverability  and  classification  of recorded assets, or the
amounts and  classification  of liabilities that might be necessary in the event
the Company cannot continue in existence.

In view of these  matters,  realization  of a major portion of the assets in the
accompanying  balance  sheet  is  dependent  upon  continued  operations  of the
Company,  which in turn is  dependent  upon the  Company's  ability  to meet its
financial  requirements,  and the success of its future  operations.  Management
believes  that  actions  being  taken to  revise  the  Company's  operating  and
financial  requirements provide the opportunity for the Company to continue as a
going  concern.  The action being taken is to search for Company's  that wish to
merge or be acquired.

                                      F-21


                              SUN RIVER MINING, INC
                           (Exploration Stage Company)
                          Notes to Financial Statements
                                December 31, 1999
                                   (Unaudited)



NOTE 6 - SUBSEQUENT EVENT - SUBSIDIARY ACQUISITION LOSS:
-------------------------------------------------------
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.  These  financial  statements  recorded the subsequent loss in the
current fiscal  period.  There is a provision to pay the balance of what was the
debt of Rio Del Sol, S.A. (a Bolivian subsidiary) in the amount of $165,000, the
only contingent  liability that the Company believes it will incur regarding the
deacquistion of these subsidiaries.

NOTE 7 - OPTION AGREEMENT
-------------------------
At the date of this  registration  the  Company  has no  intention  of  offering
further shares in a private  offering to anyone except that its President has an
option to purchase 300,000 shares of common stock at $.10 per share.

NOTE 8 - EMPLOYMENT CONTRACTS
-----------------------------
Employment  contract for Randy McCall (Officer)  contained an option to purchase
400,000 shares of common stock, this option was exercised on January 7, 1999 for
$.05  per  share  (20,000).  Employment  contract  for  Sam  DelCielo  (Officer)
contained an option to purchase 400,000 shares of common stock,  this option was
exercised on January 7, 1999 for $.05 per share ($20,000).





                                      F-22




                                INDEX TO EXHIBITS

         SK#               3.1      Articles of Incorporation*

                           3.2      Bylaws of Sun River Mining, Inc.*

                           3.3      Amended Bylaws of Sun River Mining, Inc.




* Previously filed with Form 10SB12G under file #000-29621








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