PINX:SNRV Quarterly Report 10-Q Filing - 7/31/2012

Effective Date 7/31/2012

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2012
or
     
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 000-27485
SUN RIVER ENERGY, INC.
(Exact name of registrant as specified in its charter)
     
     
Colorado
 
84-1491159
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
5646 Milton Street, Suite 130, Dallas, Texas 75206
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 369-7300
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
 
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company x
 
             
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
There were 42,729,608 shares issued and outstanding of the registrant’s Common Stock as of September 13, 2012.


 
 

 



SUN RIVER ENERGY, INC.
TABLE OF CONTENTS
         
         
 
PART I—FINANCIAL INFORMATION
     
         
 
Item 1. Financial statements
   
3
         
 
Item 2. Management’s discussion and analysis of financial condition and results of operations
   
12
         
 
Item 3. Quantitative and qualitative disclosures about market risk
   
14
         
 
Item 4. Controls and procedures
   
14
         
 
PART II—OTHER INFORMATION
     
         
 
Item 1. Legal proceedings
   
14
         
 
Item 1A. Risk factors
   
15
         
 
Item 2. Unregistered sales of equity securities and use of proceeds
   
15
         
 
Item 3. Defaults upon senior securities
   
15
         
 
Item 4. (Removed and reserved)
   
15
         
 
Item 5. Other information
   
15
         
 
Item 6. Exhibits
   
16
         



 
2

 


PART I—FINANCIAL INFORMATION
Sun River Energy, Inc.
Consolidated Balance Sheets
(in thousands)

   
July 31,
 
April 30,
   
2012
 
2012
   
(Unaudited)
   
Assets
               
Current assets
               
Cash and cash equivalents
 
$
399
   
$
128
 
Accounts receivable, net
   
44
     
17
 
Total current assets
   
443
     
145
 
Oil and gas properties—net, based on full cost
               
method of accounting:
               
Property subject to amortization
   
155
     
155
 
Property not evaluated and not subject to amortization
   
12,045
     
12,527
 
Furniture, fixtures, and equipment, net
   
75
     
78
 
Total assets
 
$
12,718
   
$
12,905
 
Liabilities and stockholders' equity (deficit)
               
Current liabilities
               
Accounts payable and accrued expenses
 
$
         3,152
   
$
              3,045
 
Accrued expenses – related parties
   
            723
     
              6,194
 
Asset retirement obligations – current
   
            125
     
                 125
 
Notes payable
   
            620
     
                 474
 
Notes payable – related party
   
         9,616
     
              4,225
 
Total current liabilities
   
       14,236
     
            14,063
 
Asset retirement obligations, net of current portion
   
                3
     
                     3
 
Total liabilities
   
       14,239
     
            14,066
 
Commitments and contingencies
               
Stockholders’ equity
               
Preferred Stock, 8,750,000 shares authorized, par value $.01 No shares were
   
 -
     
 -
 
issued and outstanding as of July 31, and April 30, 2012
               
8% Series A cumulative convertible preferred stock, par value $.01;
   
                1
     
                     1
 
authorized 1,250,000 shares, 50,000 shares issued and outstanding as of
               
July 31, and April 30, 2012
               
Common stock — $.0001 par value; authorized 100,000,000 shares:
   
4
     
3
 
33,562,369 shares and 41,193,670 shares are issued and outstanding as of
               
July 31, and April 30, 2012, respectively
               
Additional paid-in-capital
   
       42,560
     
            39,862
 
Accumulated deficit
   
      (44,086)
     
           (41,027)
 
Total stockholders’ equity
   
        (1,521)
     
             (1,161)
 
Total liabilities and stockholders' equity
 
$
       12,718
   
$
            12,905
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
3

 
 
SUN RIVER ENERGY, INC.
Consolidated Statements of Operations
(Unaudited, in thousands, except for per share data)
     
 
For the three months ended,
 
   
July 31,
 
   
2012
   
2011
 
                 
Revenues
 
$
                   21
   
$
               111
 
                 
Operational expenses:
               
Lease operating expense and taxes
   
                   28
     
               160
 
Depreciation, depletion and amortization
   
                     3
     
                 41
 
General and administrative
   
2,927
     
            2,456
 
                 
Total operational expenses
   
             2,958
     
            2,657
 
                 
Loss from operations
   
            (2,937)
     
           (2,546)
 
                 
Other income (expense)
               
Interest expense
   
               (122)
     
              (105)
 
                 
Net loss applicable to common stockholders
 
            (3,059)
     
           (2,651)
 
                 
Per share information
               
Net loss per common share
               
Basic and diluted
 
$
              (0.08)
   
$
             (0.09)
 
                 
Weighted average number
               
of common stock outstanding
   
38,687,310
     
29,327,891
 
                 
The accompanying notes are an integral part of these consolidated financial statements.


 
4

 


Sun River Energy, Inc.
               
Consolidated Statements of Cash Flows
               
(Unaudited, in thousands)
               
   
For the Three Months Ended
 
   
July 31,
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net loss
 
$
        (3,059)
   
$
        (2,651)
 
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation, depletion, amortization, and accretion of asset retirement obligation
   
                3
     
              41
 
Equity issued for services
   
         2,501
     
         1,092
 
Changes in current assets and liabilities:
               
Decrease (increase) in accounts receivable
   
             (27)
     
            138
 
Increase in accounts payable and accrued liabilities
   
35
     
            945
 
Decrease in other assets and other liabilities
   
               -
     
               (5)
 
Net cash used in operating activities
   
           (547)
     
           (440)
 
                 
Cash flows from investing activities:
               
Investment in oil and gas properties
   
             (18)
     
        (1,318)
 
Proceeds from sale of mineral interest
   
            500
     
               -
 
Net cash provided by (used in) investing activities
   
            482
     
        (1,318)
 
                 
Cash flows from financing activities:
               
Preferred stock issued for cash
   
               -
     
            855
 
Proceeds from notes payable
   
            150
     
               -
 
Proceeds from sale of common stock
   
            190
     
               -
 
Payments on notes payable
   
               (4)
     
               (3)
 
Net cash provided by (used in) financing activities
   
            336
     
            852
 
Net (decrease) increase in cash
   
            271
     
           (906)
 
Cash and cash equivalents — beginning of period
   
            128
     
         1,489
 
                 
Cash and cash equivalents — end of period
 
$
            399
   
$
            583
 
                 
                 
 
Supplemental Disclosure of Cash Flow Information:
           
Cash paid for interest expense
 
$
3
   
$
5
 
                 
Issuance of common stock for payment of dividends on preferred stock conversion
 
$
-
   
$
6
 
                 
Issuance of common stock for payment of accounts payable
 
$
8
   
$
-
 
Issuance of note payable – related party for settlement of breach of contract
 
$
1,087
   
$
-
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.


 
5

 






Sun River Energy, Inc.
Notes to the Consolidated Financial Statements
July 31, 2012
(Unaudited)

Note 1 – Organization, Basis of Presentation and Summary of Significant Accounting Policies
Organization
Sun River Energy, Inc. is an exploration and production company focused on oil and natural gas. The Company’s strategy is to acquire acreage that allows it to predictably, consistently and profitably prove and develop these reserves. Senior management has demonstrated strength in identifying, acquiring, drilling, developing, producing and ultimately divesting unconventional natural gas resources.
As of July 31, 2012 Sun River owns mineral interests in New Mexico and Texas
   
Developed Acres (A)
   
Undeveloped Acres (A)
   
Total Acres
 
Location
 
Gross
   
Net
   
Gross
   
Net
   
Gross
   
Net
 
                                     
                                                 
New Mexico
   
0
     
0
     
201,844
     
190,638
     
201,844
     
190,638
 
Texas
   
2,554
     
2,239
     
2,370
     
2,253
     
4,925
     
4,492
 
Total
   
2,554
     
2,239
     
204,214
     
192,891
     
206,769
     
195,130
 
(A)
Undeveloped acreage may be contained in acreage that is held by production, or has been unitized with acreage that is currently under production.
Sun River’s largest asset is its undeveloped acreage in the Raton Basin of Colfax County, New Mexico. The Company owns subsurface and timber rights in fee simple. As of July 31, 2012, the total rights approximate 201,844 gross acres.
On July 27, 2012, Sun River Energy, Inc. (the "Company") entered into a Contract for Sale (“Agreement”) with Mericol, Inc. (“Buyer”) to sell only its gold, silver, iron ore, copper and coal interests in Colfax County, New Mexico. The Company will retain all other mineral interests or mineral extracts and timber interests. The Company is also granting Buyer a three (3) year option to acquire a 5% working interest in any oil and/or gas (including coalbed methane) wells drilled on the Company’s lands. The Agreement has an effective date of July 27, 2012 (the “Effective Date”).
Under the terms of the Agreement, Buyer shall pay the Company the Purchase Price consisting of the following: (1) five hundred thousand dollars ($500,000) and (2) two million five hundred sixty four thousand one hundred and three (2,564,103) shares of Buyer’s common stock (the “Shares”), which shall be subject to a lock-up period of twelve (12) months.
During the current quarter, some of the leases on undeveloped acreage have expired.
Basis of Presentation
References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these footnotes are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of Sun River Energy, Inc. and its’ wholly owned subsidiaries. Undivided interests in oil and gas joint ventures are consolidated on a proportionate basis. All significant intercompany transactions have been eliminated.
Certain reclassifications have been made to the consolidated financial statements for prior periods in order to conform to the current period presentation.
 
 
 
6

 
 
The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management of the Company, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. Operating results for the three ended July 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2013. These interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements presented in the Company’s April 30, 2012 Annual Report on Form 10-K, and the current year's reports on Forms 10-Q and 8-K. In the opinion of management of the Company, when the interim financial statements and notes are so read, management believes the disclosures are adequate to make the information presented not misleading. For all periods reported, other comprehensive loss equals net loss. Certain reclassifications have been made to the consolidated financial statements for prior periods in order to conform to the current period presentation.
Going concern considerations
During the three months ended July 31, 2012, the Company incurred a loss of $3,059,000, and has negative working capital of $13,793,000 at July 31, 2012. Approximately $10,339,000 of the negative working capital position was comprised of amounts owed to significant stockholders, including Officers of the Company. The Company is attempting to raise capital to resolve the working capital requirements and develop the oil and gas assets. The Company has multiple options available to meet the current financial obligations when due, summarized as follows:

 
The Company is attempting to settlement of its $4,000,000 note payable - related party obligation with assignment of certain mineral rights that the Company was not anticipating to develop; and/or
 
Sun River has raised capital in a Preferred Stock offering, and the Company is currently attempting to raise additional equity through the sale of additional common stock and will utilize any proceeds to improve their working capital; and/or
 
The Company may sell a portion of our mineral rights to improve our working capital, in addition to other selected current liabilities of the Company which may be due.
However, there can be no assurance that the Company will be able to execute any or all of the above contemplated transactions, which raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements were prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Summary of Significant Accounting Policies
Oil and gas properties, full cost method
The Company uses the full cost method of accounting for oil and gas producing activities. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells used to find proved reserves, and to drill and equip development wells including directly related overhead costs and related asset retirement costs are capitalized.Costs of oil and gas properties will be amortized using the units of production method.
Under this method, all costs, including internal costs directly related to acquisition, exploration and development activities are capitalized as oil and gas property costs. Properties not subject to amortization consist of exploration and development costs which are evaluated on a property-by-property basis. Amortization of these unproved property costs begins when the properties become proved or their values become impaired. The Company assesses the realization of unproved properties, taken as a whole, if any, on at least an annual basis or when there has been an indication that impairment in value may have occurred. Impairment of unproved properties is assessed based on management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is added to the capitalized costs to be amortized.
 
 
 
7

 
 
In applying the full cost method, the Company will perform an impairment test (ceiling test) at each reporting date, whereby the carrying value of full cost pool is compared to the “estimated present value,” of its proved reserves discounted at a 10-percent interest rate of future net revenues, based on current economic and operating conditions. If capitalized costs of the full-cost pool exceed this limit, the excess is charged as an impairment expense.
During the year 2012, the Company took an impairment charge to their oil and gas properties of $8,300,000. The charge is primarily due to a lack of available investment capital as commodity prices remain low, and low commodity prices.
Stock-based compensation
The Company currently provides for stock-based compensation in three ways. (1) Shares of the Company’s common stock, and stock options and are granted to certain employees under the Company’s Incentive Plan. (2) The issuance of common stock vested over a period of time. (3) The issuance of warrants to purchase the Company’s common stock, which are primarily granted to certain service providers, including a consultant pursuant to a consulting agreement. Stock-based compensation is measured at the grant date.
The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. Awards that vest only upon achievement of performance criteria are recorded only when achievement of the performance criteria is considered probable. We estimate the fair value of stock options using the Black-Scholes option pricing model. This model is highly complex and dependent on key estimates by management. The estimates with the greatest degree of subjective judgment are the estimated lives of the stock-based awards, the estimated volatility of our stock price, and the assessment of whether the achievement of performance criteria is probable. The fair value of stock awards is based on the quoted market price on the grant date.
Management estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates included in the consolidated financial statements are: (1) oil revenues and reserves; (2) depreciation, depletion and amortization; (3) valuation allowances associated with income taxes; (4) accrued assets and liabilities; (5) stock-based compensation; and (6) asset retirement obligations. Although management believes these estimates are reasonable, changes in facts and circumstances or discovery of new information may result in revised estimates. Actual results could differ from those estimates.
Recent accounting standards
In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2011-11, Disclosures about Offsetting Assets and Liabilities, to improve reporting and transparency of offsetting (netting) assets and liabilities and the related effects on the financial statements. This ASU is effective for fiscal years and interim periods within those years beginning on or after January 1, 2013. The Company does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

Note 2 – Oil Properties, Leases and Mineral Rights
Gas Properties, Leases and Mineral Rights
All of the Company’s oil and gas properties are located in the United States. The Company’s oil and gas properties consist of the following at July 31, 2012 (,000 omitted):
Proved Properties
 
Acquisition Costs
   
Development Costs
   
Depletion
   
Asset Retirement Costs
   
Total
 
Balance at July 31,  2012
 
$
0
   
$
152
   
$
(125
)
 
$
128
   
$
155
 
                                         

Unevaluated Properties
 
Acquisition Costs
   
Development Costs
   
Impairment of Properties
   
Asset Retirement Costs
   
Total
 
Total at April 30, 2012
 
$
13, 426
     
-
   
$
(899
)
   
-
   
$
12,527
 
Activity-May 1, 2012 to July 31, 2012
   
(482)
                             
(482)
 
Balance at July 31,  2012
 
$
12,944
           
$
(899
)
         
$
12,045
 
                                         


 
8

 

Note 3 – Notes Payable
The Company’s outstanding Notes Payable consisted of the following as of July 31, 2012:
Notes Payable
     
Balance as of April 30, 2012
 
$
474,000
 
Proceeds
   
150,000
 
Payments
   
(4,000
)
Balance as of July 31, 2012
 
$
620,000
 
         
Notes payable - related parties
       
Balance as of April 30, 2012
 
$
4,225,000
 
Proceeds
   
-
 
Conversions from accounts payable – related parties
   
5,391,000
 
Balance as of July 31, 2012
 
$
9,616,000
 
During the quarter ended July 31, 2012, the Company issued a convertible debenture to an unrelated party, for cash received of $150,000. The Company has made cash payments in the amount of $4,000 and converted $5,391,000 of amounts due under management agreements to notes payable.

Note 4 – Stockholders’ Equity (Deficit)
Common Stock
Issuances of common stock were valued at the fair market value on the date of issuance.
During the quarter ended July 31, 2012, the Company issued 5,491,301 shares of its common stock to certain individuals and service providers in return for their services. The Company recognized an expense of $2,501,000 based on an average issuance price of $.46 per share.
During the quarter ended July 31, 2012, the Company issued 950,000 shares of its restricted common stock for cash under a private placement memorandum.
During the quarter, the Company issued 1,150,000 shares in settlement of accounts payable in litigation.  The Company may issue additional shares to settle such transactions.

Note 5-Related party transactions

The Company utilizes air service from S&W Aircraft Leasing LLC for service to the CEO and other parties traveling on the Companies behalf. Those services are provided at a rate of $1,500 per hour. S&W Aircraft Leasing, LLC (“S&W Air”) is owned equally by our CEO and COO. S&W Air does provide similar service on a limited basis to other parties at slightly higher rates.

Below is a summary of related party transactions
 
Name
Relation to
the company
Relation to the vendor
Vendor
Invoiced
Amount paid
in cash
Related party's interest
Service provided/
assets sold
Donal R Schmidt
CEO
Co-owner
S&W Aircraft
$69,450
$49,500
50%
Air travel to CEO and other required parties.
Thimothy S. Wafford
COO
Co-owner
S&W Aircraft
$69,450
$49,500
50%
Air travel to CEO and other required parties.

Note 6-Subsequent events

As reported in the annual report on form 10-K for the year ended April 30, 2012, the Company continues to pursue a purchase and sale agreement with Katy to reduce our note with Katy.  The Company is currently waiting on approvals by third parties.
 
On September 8, 2012, James E. Pennington resigned as Sun River Energy, Inc. (the “Company”) General Counsel and Corporate Secretary.
 
On September 7, 2012, Jay Leaver resigned as the Company’s Vice President of Geology.  The Company entered into a promissory note to satisfy claims under Mr. Leaver’s employment agreement.  A copy is attached as an exhibit to fully disclose the terms.

On September 17, 2012 the Company entered into a promissory note to satisfy claims under Mr. Schaefer’s employment agreement.  A copy is attached as an exhibit to fully disclose the terms.

 
 
9

 

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

CAUTIONARY AND FORWARD LOOKING STATEMENTS

In addition to statements of historical fact, this Quarterly Report on Form 10-Q for the quarter ended July 31, 2012 contains forward-looking statements. The presentation of future aspects of Sun River Energy, Inc. (“Sun River,” the “Company” or “issuer”) found in these statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” or “could” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company’s actual results to be materially different from any future results expressed or implied by the Company in those statements. Important facts that could prevent the Company from achieving any stated goals include, but are not limited to, the following:

Some of these risks might include, but are not limited to, the following:
 
(a)
 
volatility or decline of the Company’s stock price;
       
 
(b)
 
potential fluctuation in quarterly results;
       
 
(c)
 
failure of the Company to earn revenues or profits;
       
 
(d)
 
inadequate capital to continue or expand its business, inability to raise additional capital or financing to implement business plans;
       
 
(e)
 
failure to commercialize its technology or to make sales;
       
 
(f)
 
rapid and significant changes in markets;
       
 
(g)
 
litigation with or legal claims and allegations by outside parties; and
       
 
(h)
 
insufficient revenues to cover operating costs.

The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described in other documents the Company files, from time to time, with the SEC, including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed by the Company.


Results of Operations

Three Months Ended July 31, 2012 compared to the Three Months Ended July 31, 2011.

Revenue. During the three months ended July 31, 2012, the Company generated revenues due to production of $21,000 a reduction of $90,000 or 81% compared to the same quarter last year.   The Company has limited resources to maintain the wells to insure production. At this time, unless the Company infuses capital improvements in the wells, production will continue flat, or decline.
 
Operational Expenses. During the three months ended July 31, 2012, operating expenses, which are comprised of depreciation, operating costs and general and administrative expenses, were $3.0 million compared to $2.7 million during the three months ended July 31, 2011. This change represents an increase of $400,000 or 15%. The increase is primarily due to increased non-cash equity compensation.

Liquidity and Capital Resources

As of July 31, 2012, the Company had cash and cash equivalents of $399,000 and a working capital deficit of $13.8 million, compared with $128,000 in cash and cash equivalents and a working capital deficit of $13.9 million as of April 30, 2012.
 
 
 
10

 

Investing  Activities.Net cash provided by (used in) investing activities was $482,000 and $1,318,000 for the three months ended July 31, 2012 and 2011 respectively, or an increase of $1.8 million.  The change was primarily due to a reduction in development of oil and gas properties and the sale of certain hard rock mineral interest in Colfax County, New Mexico.
 
Financing Activities.Net cash provided by financing activities of $336,000 for the three months ended July 31, 2012 was generated by an offering of Common Stock for 190,000, short term borrowings of $150,000.

During the quarter ended July 31, 2012, we have continued to incur losses and have negative working capital.Approximately $10,339,000 of our negative working capital position was comprised of amounts owed to significant stockholders, including Officers of the Company. Subsequent to July 31, 2012, we are attempting to raise capital to resolve our working capital requirements and develop our oil and gas assets. We are, to a limited degree, evaluating the sale of certain shallow mineral rights. The Company has multiple options available to meet our current financial obligations when due, summarized as follows:


 
The Company will evaluate the possibility of settlement of this obligation with issuance of additional shares to the creditor; or
 
Sun River has raised capital in a Preferred Stock offering, and the Company is currently raising additional equity through the sale of additional common stock or preferred stock and will utilize any proceeds to pay this debt if not already settled; or
 
The Company will evaluate the availability of long term financing to refinance the debt, potentially secured with a portion of our holdings in oil and gas properties; or
 
The Company may sell a portion of our oil and gas properties to pay this debt, in addition to other selected current liabilities of the Company which may be due.
However, there can be no assurance that the Company will be able to execute any or all of the above contemplated transactions, which raises substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements were prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Critical Accounting Policies and Estimates

We refer you to the corresponding section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended April 30, 2012 and the notes to the Unaudited Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for a description of critical accounting policies and estimates.

Off Balance Sheet Arrangements

From time-to-time, we enter into off-balance sheet arrangements and transactions that can give rise to off-balance sheet obligations. As of July 31, 2012, the off-balance sheet arrangements and transactions that we had entered into included operating lease agreements, farmout agreements and gas transportation commitments. The Company does not believe that these arrangements are reasonably likely to materially affect its liquidity or availability of, or requirements for, capital resources currently or in the future.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4.Controls and Procedures.
Our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), which we refer to as disclosure controls, are controls and procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any control system. A control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are met. No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
 
 
 
11

 
 
As of July 31, 2012, an evaluation was carried out under the supervision and with the participation of our management, including the CEO and the CFO, of the effectiveness of the design and operation of our disclosure controls. Based upon that evaluation, the CEO and the CFO concluded that, as of such date, the design and operation of these disclosure controls were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.Legal Proceedings.

The Company is not a party to any material pending legal or governmental proceedings, other than ordinary routine litigation incidental to the industry.  While the ultimate outcome and impact of any proceeding cannot be predicted with certainty, management believes that the resolution of any proceeding will not have a material adverse effect on the financial condition or results of operations.


Item 1A.Risk Factors.

Not Applicable.

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

The Company has made the following unregistered sales of its securities from July 27, 2012 through September 11, 2012.

DATE OF SALE
 
TITLE OF
SECURITIES
 
NO. OF
SHARES
 
CONSIDERATION
 
CLASS OF
PURCHASER
August 29, 2012
 
Common Stock
 
200,000
 
Consulting Services
 
Stockholder
July 27, 2012 through
 September 5, 2012
 
Common Stock
 
735,938
 
Services
 
Directors, Officers, and Employees
September 11, 2012
 
Common Stock
 
600,000
 
Settlement of accounts payable
 
Stockholder

Exemption from Registration Claimed

All of the shares described above were issued by us in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2). All of the individuals and/or entities listed above that purchased the unregistered securities were all known to us and our management, through pre-existing business relationships, as long standing business associates, friends, and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.
 
Item 3. Defaults Upon Senior Securities.
 
 
 
12

 

None.

Item 4. (Removed and Reserved).

Item 5.Other Information.

 
On September 8, 2012, James E. Pennington resigned as Sun River Energy, Inc. (the “Company”) General Counsel and Corporate Secretary.
 
On September 7, 2012, Jay Leaver resigned as the Company’s Vice President of Geology.  The Company entered into a promissory note to satisfy claims under Mr. Leaver’s employment agreement.  A copy is attached as an exhibit to fully disclose the terms.

On September 17, 2012 the Company entered into a promissory note to satisfy claims under Mr. Schaefer’s employment agreement.  A copy is attached as an exhibit to fully disclose the terms.
 
On September 20, 2012, the Board of Directors of Sun River Energy, Inc. appointed Thimothy S. Wafford as Corporate Secretary.  Mr. Wafford will assume this position in addition to his position as Chief Operating Officer.

Item 6.Exhibits.
       
Incorporated by Reference
         
Exhibit
No.
Exhibit Description
 
Form
 
SEC File
 
Exhibit
 
Filing Date
 
Filed Herewith
3.1(i)
 
Articles of Incorporation.
 
10-SB12G
 
000-27485
 
3.1(i)
 
9/29/1999
   
3.2
 
Certificate of Designation of 8% Series A Cumulative Convertible Preferred Stock
 
10-Q
 
000-27485
 
3.2
 
3/11/2011
   
4.5
 
Warrant issued to Steven Weathers
 
10-Q
 
000-27485
 
4.5
 
3/11/2011
   
                         
4.7
 
Warrant issued to Avalon
 
10-Q
 
000-27485
 
4.7
 
3/11/2011
   
4.8
 
Warrant issued to Aspenwood Capital
 
10-Q
 
000-27485
 
4.8
 
3/11/2011
   
10.1
 
Secured Convertible Promissory Note to Donal R. Schmidt, Jr. and incorporated herein by reference.
 
8-K
 
000-27485
 
10.1
 
06/08/2012
   
10.2
 
Secured Convertible Promissory Note to Thimothy S Wafford and incorporated herein by reference.
 
8-K-Q
 
000-27485
 
10.2
 
06/08/2012
   
10.3
 
Secured Convertible Promissory Note to James E. Pennington. and incorporated herein by reference.
 
8-K
 
000-27485
 
10.3
 
06/08/2012
   
10.4
 
Mortgage, Security Agreement, Financing Statement, and Assignment of Production and Revenue and incorporated herein by reference.
 
8-K
 
000-27485
 
10.4
 
06/08/2012
   
10.5
 
Contract for Sale with Mericol, Inc. and incorporated herein by reference.
 
8-K
 
000-27485
 
10
 
07/30/2012
   
10.6
 
Convertible Promissory Note to Thomas Schaefer
                 
*
 
 
 
 
13

 
 
10.7
 
Convertible Promissory Note to JMJ Financial (“JMJ”) in aggregate principal amounts of $1,250,000 dated March 8, 2012
 
10-Q
 
000-27485
 
10.1
 
03/08/2012
   
10.8
 
Convertible Promissory Note to Jay Leaver
                 
*
21
 
List of subsidiaries
 
10-K
 
000-27485
 
21
 
6/22/2011
   
31.1
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
                 
*
31.2
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
                 
*
32.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                 
*
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                 
*


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, hereunto duly authorized.
         
 
SUN RIVER ENERGY, INC.
 
Date: September 21, 2012
By:
/s/ JF “Rick” Hoover
 
   
Name:
JF “Rick” Hoover
 
   
Title:
CFO (Principal Accounting Officer)
 




 
14

 

PINX:SNRV Quarterly Report 10-Q Filling

PINX:SNRV Stock - Get Quarterly Report SEC Filing of PINX:SNRV stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:SNRV Quarterly Report 10-Q Filing - 7/31/2012
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