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 ~~January~~July 31, 2012


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.)

~~5950~~5646 ~~Berkshire~~Milton ~~Lane~~Street, Suite ~~1650~~130, Dallas, Texas ~~75225~~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 3342,~~562~~729,~~369~~608 shares issued and outstanding of the registrant’s Common Stock as of ~~March~~September 1413, 2012.

Page 1 of 17

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

~~Page~~ 2 ~~of 17~~

PART I—FINANCIAL INFORMATION

Sun River Energy, Inc.

Consolidated Balance Sheets

(in thousands)

	January 31,			April 30,
	July 31,			April 30,
	2012			~~2011~~2012
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	~~431~~399		$	~~1,489~~128
Accounts receivable, net		6244			~~307~~17
Total current assets		~~493~~443			~~1,796~~145
Oil and gas properties—net, based on full cost method of accounting:
Oil and gas properties—net, based on full cost
Property subject to amortization		8,607			7,492
method of accounting:
Property not evaluated and not subject to amortization		12,454			11,895
Property subject to amortization		155			155
Furniture, fixtures, and equipment, net		86			145
Property not evaluated and not subject to amortization		12,045			12,527
Goodwill		287			287
Furniture, fixtures, and equipment, net		75			78
Deposits		19			15
Total assets	$	12,718		$	12,905
Total assets	$	21,946		$	21,630
Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable and accrued expenses	$	23,~~849~~152		$	13,~~050~~045
Accrued expenses – related parties		~~2,073~~723			26,~~131~~194
Asset retirement obligations – current		19125			19125
Notes payable		78620			88474
Notes payable – related party		49,~~225~~616			54,~~000~~225
Total current liabilities		914,~~244~~236			814,~~288~~063
Asset retirement obligations, net of current portion		413			393
Total liabilities		914,~~285~~239			814,~~327~~066
Commitments and contingencies
Stockholders’ equity
Preferred Stock, 8,750,000 shares authorized, par value $.01 no shares were issued and outstanding at January 31, 2012 and April 30, 2011, respectively		-			-
Preferred Stock, 8,750,000 shares authorized, par value $.01 No shares were		-			-
8% Series A cumulative convertible preferred stock, par value $.01; authorized 1,250,000 shares, 50,000 and 251,000 shares issued and outstanding as of January 31, 2012 and April 30, 2011, respectively		1			3
issued and outstanding as of July 31, and April 30, 2012
Common stock — $.0001 par value; authorized 100,000,000
8% Series A cumulative convertible preferred stock, par value $.01;		1			1
shares; 32,165,880 shares and 27,946,898 shares are issued and outstanding as of January31, 2012and April 30, 2011, respectively		3			3
authorized 1,250,000 shares, 50,000 shares issued and outstanding as of
Additional paid-in-capital		37,383			30,277
July 31, and April 30, 2012
Accumulated deficit		(24,726	)		(16,980	)
Common stock — $.0001 par value; authorized 100,000,000 shares:		4			3
Total stockholders’ equity		12,661			13,303
33,562,369 shares and 41,193,670 shares are issued and outstanding as of
Total liabilities and stockholders' equity	$	21,946		$	21,630
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.

~~Page~~ 3 ~~of 17~~

SUN RIVER ENERGY, INC.
Consolidated Statements of Operations
(Unaudited, in thousands, except for per share data)
	For the three months ended,							~~For the nine months ended,~~
		January 31,						January 31,
		July 31,
		2012			2011			~~2012~~			~~2011~~
Revenues		$	4421		$	-111		$	~~288~~		$	-
Operational expenses:
Lease operating expense and taxes			8328			11160			~~333~~			21
Depreciation, depletion and amortization			453			2041			~~177~~			48
General and administrative			2,~~029~~927			12,~~705~~456			~~6,963~~			~~3,643~~
Total operational expenses			2,~~157~~958			12,~~736~~657			~~7,473~~			~~3,712~~
Loss from operations			(2,~~113~~937)	)		(12,~~736~~546)	)		~~(7,185~~	)		~~(3,712~~	)
Other income (expense)
Interest expense			(~~114~~122)	)		(56105)	)		~~(561~~	)		~~(108~~	)
Gain on settlement of litigation			-			-			-			550
Net loss applicable to common stockholders			(3,059)			(2,651)
Total other (expense) income			(114	)		(56	)		(561	)		442
Per share information
Net loss		$	(2,227	)	$	(1,792	)	$	(7,746	)	$	(3,270	)
Net loss per common share
Less dividends on preferred shares			-			(26)			-			(26)
Basic and diluted		$	(0.08)		$	(0.09)
Net loss applicable to common stockholders			(2,227)			(1,818)			(7,746)			(3,296)
Weighted average number
Per share information
of common stock outstanding			38,687,310			29,327,891
Net loss per common share
The accompanying notes are an integral part of these consolidated financial statements.
Basic and diluted		$	(0.07	)	$	(0.08	)	$	(0.25	)	$	(0.15	)
Weighted average number
of common stock outstanding			32,157,184			24,138,397			30,956,460			22,120,108
The accompanying notes are an integral part of these consolidated financial statements.

~~Page~~ 4 ~~of 17~~

Sun River Energy, Inc.

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

Consolidated Statements of Cash Flows

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	$	-

(Unaudited, in thousands)

	For the Nine Months Ended
	January 31,
	2012			2011
Cash flows from operating activities:
Net loss	$	(7,746	)	$	(3,270	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization, and accretion of asset retirement obligation		177			48
Gain on settlement of litigation					(550	)
Equity issued for services		4,062			1,865
Changes in current assets and liabilities:
Decrease (increase) in accounts receivable		245			(140	)
Increase in accounts payable and accrued liabilities		1,928			1,939
Decrease in other assets and other liabilities		(2	)		(15)
Net cash used in operating activities		(1,336	)		(123	)
Cash flows from investing activities:
Investment in oil and gas properties		(1,792	)		(1,723)
Decrease in oil and gas properties		-			-
Net cash provided by (used in) investing activities		(1,792	)		(1,723)
Cash flows from financing activities:
Preferred stock issued for cash		855			2,079
Proceeds from notes payable – related party		225			396
Proceeds from sale of common stock		1,000			-
Payments on notes payable		(10	)		(101	)
Net cash provided by (used in) financing activities		2,070			2,374
Net (decrease) increase in cash		(1,058	)		528
Cash and cash equivalents — beginning of period		1,489			40
Cash and cash equivalents — end of period	$	431		$	568

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest expense	$	3	$	-
Cash paid for income taxes	$	-	$	-
Issuance of common stock for payment of notes payable and accrued interest	$	1,087	$	1,632
Issuance of common stock for payment of accounts payable	$	100	$	-
Issuance of common stock for oil and gas properties	$	-	$	3,046
Issuance of common stock for fixed assets and goodwill	$	-	$	395
Issuance of note payable – related party for oil and gas properties	$	-	$	1,000
Issuance of a note payable for settlement of accounts payable	$	-	$	629
Issuance of common stock for deposit on oil and gas properties	$	-	$	450
Reclassification of notes payable – related party to accounts payable and accrued expenses	$	-	$	51

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

~~Page~~ 5 ~~of 17~~

Sun River Energy, Inc.

Notes to the Consolidated Financial Statements

~~January~~July 31, 2012

(Unaudited)

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

Organization

Sun River Energy, Inc. ~~("Sun River" or the "Company")~~ is an ~~oil and gas~~ exploration and production company. ~~The Company has~~ focused on ~~the~~oil ~~development~~and ~~of unconventional~~ natural gas ~~reserves across a multi-state area for the last year and one half~~. On ~~March 5, 2012, the Company announced a change in its strategy to primarily develop crude opportunities.~~ The continued fall of natural gas prices, to levels management deems uneconomical to support future drilling and production for the foreseeable future, has driven this change in strategy. The management believes the Company’s ~~natural~~strategy ~~gas~~is ~~assets are valuable; however current natural gas prices has made the ability~~ to ~~raise~~acquire ~~development~~acreage ~~capital~~that ~~essentially~~allows ~~non-existent. The~~it ~~Company will continue~~ to ~~produce~~predictably, ~~natural~~consistently ~~gas~~and inprofitably ~~limited~~prove ~~volumes~~and todevelop ~~prevent~~these ~~drainage while holding acreage~~reserves. ~~While~~ ~~this~~Senior ~~shift~~management inhas ~~focus~~demonstrated ~~will~~strength ~~not impact the Company’s wholly-owned oil and gas assets~~ in ~~Colfax~~identifying, ~~County~~acquiring, ~~New Mexico~~drilling, ~~in all reasonable probability~~developing, ~~the~~producing ~~Company~~and ~~will~~ultimately ~~lose~~divesting ~~its~~unconventional ~~Texas leasehold which is prospective for~~ natural gas ~~only~~resources. ~~Assets which are primarily natural gas will not see any significant development until such times as long term natural gas prices are sufficient to make future development economical.~~

~~Management~~As ~~expects the Company will make a smooth transition to the development~~ of ~~properties~~July ~~which are prospective for crude. It is estimated that 6~~31,~~000~~ ~~acres~~2012 ofSun ~~our~~River ~~East~~owns ~~Texas~~mineral ~~leasehold~~interests ~~is prospective for crude~~ in ~~either~~New ~~the~~Mexico ~~Woodbine~~ and~~/or~~ the Pettett geological formations. At this time, the Company has reviewed an additional 20,000 acres of leasehold prospects in the Woodbine Horizontal development play in Madison and Houston Counties, in Southeast, Texas. The Company’s senior management has significant horizontal drilling and hydraulic fracture experience, both of which are key factors in the booming oil development activity the United States is experiencing. Management believes this experience along with the very high prices in the oil markets makes this the opportune time for the Company to make this shift to crude. From a technical standpoint, management believes development of the crude prospects it is focusing on is relatively less complex than the deep unconventional natural gas wells which were the Company’s prior focus. The current price of crude should make raising development capital for oil plays easier. Management anticipates announcing a drilling schedule covering approximately 25,000 acres in the near future. The Company is also seeking capital to develop these plans.

Sun River owns mineral interests in three major geological areas.

		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 ~~acreage~~asset is its undeveloped acreage in the Raton Basin of Colfax County, New Mexico. The Company owns subsurface and timber rights in fee simple. ~~The~~As of July 31, 2012, the total rights approximate ~~223~~201,~~000~~844 gross acres. ~~The overlapping gross acreage is broken out as follows:~~

~~171~~On July 27,~~000~~ ~~acres~~2012, ofSun ~~subsurface~~River ~~rights~~Energy, toInc. ~~hydrocarbons~~(the "Company") entered into a Contract for Sale (i“Agreement”) with Mericol, Inc.e (“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”).

~~178~~Under the terms of the Agreement,~~000~~ ~~acres~~Buyer shall pay the Company the Purchase Price consisting of ~~subsurface~~the ~~rights~~following: to(1) ~~hard~~five ~~rock~~hundred ~~minerals,~~thousand ~~including~~dollars ~~gold~~($500,000) ~~silver~~and (2) two million five hundred sixty four thousand one hundred and ~~copper;~~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.

~~154~~During the current quarter,~~000~~ ~~acres~~some of ~~subsurface~~the ~~rights~~leases toon ~~coal;~~undeveloped ~~and~~acreage have expired.

40,400 acres of surface rights to timber.

Approximately 23,000 acres of the oil and gas rights are prospective for development of crude.

Operationally, Sun River has conducted extensive geological and geophysical analysis of the Raton Basin in Colfax County, New Mexico and continues to analyze the area. The Company has identified numerous prospect areas based on the analysis to date and by analyzing and comparing our acreage with Shell Oil's activity in the Tucumcari Basin to the South.

Page 6 of 17

Basis of Presentation

~~The~~References ~~accompanying~~to ~~unaudited~~GAAP ~~consolidated~~issued ~~financial~~by ~~statements and related notes have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~Financial ~~States~~Accounting ofStandards ~~America~~Board (“~~GAAP~~FASB”) ~~for~~in ~~interim~~these ~~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~~are byto ~~accounting principles generally accepted in~~ the ~~United~~FASB ~~States~~Accounting ofStandards ~~America~~Codification ~~for complete financial statements. In the opinion of management of the Company, all adjustments~~ (~~consisting of normal recurring accruals~~“ASC”). ~~considered~~The ~~necessary~~consolidated ~~in order to make the~~ financial statements ~~not~~include ~~misleading have been included. Operating results for~~ the ~~three~~accounts ~~and nine months ended January 31, 2012 are not necessarily indicative~~ of ~~the~~Sun ~~results~~River ~~that may be expected for the fiscal year ending April 30~~Energy, ~~2012~~Inc. ~~These interim financial statements~~ and ~~notes thereto should be read in conjunction with the consolidated financial statements presented in the Company~~its’s ~~April~~wholly ~~30,~~owned ~~2011 Annual Report on Form 10-K, and the current year's reports on Forms 10-Q and 8-K~~subsidiaries. InUndivided ~~the~~interests ~~opinion~~in ofoil ~~management of the Company, when the interim financial statements~~ and ~~notes~~gas ~~are~~joint soventures ~~read, management believes the disclosures~~ are ~~adequate~~consolidated toon ~~make~~a ~~the~~proportionate ~~information presented not misleading~~basis. ~~For~~All ~~all~~significant ~~periods~~intercompany ~~reported,~~transactions ~~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~~eliminated.

~~Going~~Certain ~~Concern~~reclassifications have been made to the consolidated financial statements for prior periods in order to conform to the current period presentation.

During the three and nine months ended January 31, 2012, the Company incurred losses of $2,227,000 and $7,746,000, respectively, and have negative working capital of $8,751,000 at January 31, 2012.Approximately $6,298,000 of the negative working capital position was comprised of amounts owed to significant stockholders, including Officers of the Company. Subsequent to January 31, 2012, the Company is attempting to raise capital to resolve the working capital requirements and develop the oil and gas assets. To a limited degree, the Company is evaluating the sale of certain shallow mineral rights. The Company has multiple options available to meet the current financial obligations when due, summarized as follows:

● The ~~Company~~accompanying ~~will~~unaudited ~~evaluate~~consolidated ~~the~~financial ~~possibility~~statements ofand ~~settlement~~related ofnotes ~~its~~have ~~$4,000,000~~been ~~note~~prepared ~~payable~~in -accordance ~~related~~with ~~party~~accounting ~~obligation~~principles ~~with~~generally ~~issuance~~accepted in the United States of ~~additional~~America ~~shares~~(“GAAP”) tofor ~~the~~interim ~~creditor;~~financial orinformation ●and ~~Sun~~with ~~River~~the ~~has~~instructions ~~raised~~of ~~capital~~Form in10-Q aand ~~Preferred~~Article ~~Stock~~10 ~~offering~~of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the ~~Company~~United isStates ~~currently~~of ~~attempting~~America tofor ~~raise~~complete ~~additional~~financial ~~equity~~statements. ~~through~~In the ~~sale~~opinion of ~~additional~~management ~~preferred~~of orthe ~~common~~Company, ~~stock~~all ~~and~~adjustments ~~will~~(consisting ~~utilize~~of ~~any~~normal ~~proceeds~~recurring accruals) considered necessary in order to ~~pay~~make ~~this~~the ~~debt~~financial ifstatements not ~~already~~misleading ~~settled;~~have orbeen ●included. ~~The~~Operating ~~Company~~results ~~will~~for ~~evaluate~~ the ~~availability~~three ended July 31, 2012 are not necessarily indicative of ~~long~~the ~~term~~results ~~financing~~that tomay ~~refinance~~be expected for the ~~debt~~fiscal year ending April 30, ~~potentially~~2013. ~~secured~~These interim financial statements and notes thereto should be read in conjunction with athe ~~portion~~consolidated offinancial ~~our~~statements ~~$21~~presented in the Company’s April 30,~~061,000~~ ~~holdings~~2012 inAnnual ~~oil~~Report on Form 10-K, and ~~gas~~the ~~properties;~~current oryear's ●reports ~~The~~on ~~Company~~Forms ~~may~~10-Q ~~sell~~and a8-K. ~~portion~~In the opinion of ~~our~~management ~~oil~~of ~~and~~the ~~gas~~Company, ~~properties~~when tothe ~~pay~~interim ~~this~~financial ~~debt~~statements and notes are so read, inmanagement ~~addition~~believes the disclosures are adequate to make the information presented not misleading. For all periods reported, other ~~selected~~comprehensive ~~current~~loss ~~liabilities~~equals ofnet loss. Certain reclassifications have been made to the ~~Company~~consolidated ~~which~~financial ~~may~~statements befor ~~due~~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.

Recent Accounting Standards

In June 2011, the FASB issued ASU No. 2011-05 Presentation of Comprehensive Income. The ASU amends previously issued authoritative guidance and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. These amendments remove the option under current U.S. GAAP to present the components of other comprehensive income as part of the statements of changes in stockholder's equity. The adoption of this guidance will not have an impact on the Company's financial position or results of operations.

Page 7 of 17

Summary of Significant Accounting Policies

Oil and ~~Gas~~gas ~~Properties~~properties, ~~Full~~full ~~Cost~~cost ~~Method~~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.

~~Costs of oil and gas properties will be amortized using the units of production method.~~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 ~~property~~full ~~and~~cost ~~equipment~~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,. ~~plus~~If ~~the~~capitalized ~~cost~~costs of ~~properties not being amortized, plus~~ the ~~lower of~~ full-cost orpool ~~fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties. If capitalized costs~~ exceed this limit, the excess is charged as an impairment expense.

~~Stock-Based~~During ~~Compensation~~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.

~~The Company currently provides for stock-based compensation in three ways. (1)~~ Stock options are granted to certain employees under the Company’s Incentive Plan. (2) The issuance of restricted 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. Stock-based compensation ~~is measured at the grant date based on the fair value of the award and is recognized as expense on a straight line basis over the requisite service period (vesting period).~~

~~Note~~The 2Company –currently ~~Oil~~provides ~~and~~for ~~Gas~~stock-based ~~Properties~~compensation in three ways. (1) Shares of the Company’s common stock, ~~Leases~~and stock options and ~~Mineral~~are ~~Rights~~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.

~~All~~The value of the ~~Company’s~~portion ~~oil~~of ~~and~~the ~~gas~~award ~~properties~~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 ~~located~~recorded inonly when achievement of the ~~United~~performance ~~States~~criteria is considered probable. ~~The~~We ~~Company’s~~estimate ~~oil~~the fair value of stock options using the Black-Scholes option pricing model. This model is highly complex and ~~gas~~dependent ~~properties~~on ~~consist~~key estimates by management. The estimates with the greatest degree of subjective judgment are the ~~following~~estimated atlives ~~January~~of 31the stock-based awards, ~~2012~~the ~~(in~~estimated ~~thousands):~~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.

Proved Properties	Acquisition Costs		Development Costs		Depletion			Asset Retirement Costs		Total
Balance at April 30, 2011	$	4,551	$	2,944	$	(61	)	$	58	$	7,492
Activity-May 1, 2011 to January 31, 2012		-		1,231		(118	)		2		1,115
Total	$	4,551	$	4,175	$	(179	)	$	60	$	8,607

Management estimates

Unevaluated Properties	Acquisition Costs		Development Costs		Impairment of Properties			Asset Retirement Costs		Total
Balance at April 30, 2011	$	12,794	$	-	$	(899	)	$	-	$	11,895
Activity-May 1, 2011 to January 31, 2012		559		-					-		559
Total	$	13,353	$	-	$	(899	)	$	-	$	12,454

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.

~~Page~~Recent 8accounting ~~of 17~~standards

~~Note~~In 3December –2011, ~~Notes~~the ~~payable~~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.

~~The~~Note ~~Company’s~~2 ~~outstanding~~– ~~Notes~~Oil ~~Payable~~Properties, ~~consisted~~Leases ofand ~~the~~Mineral ~~following as of January 31, 2012:~~Rights

Notes payable
Balance as of April 30, 2011	$	88,000
Payments		(10,000	)
Balance as of January 31, 2012	$	78,000
Notes payable - related parties
Balance as of April 30, 2011	$	5,000,000
Conversion of the FTP note		(1,000,000	)
Proceeds during period		225,000
Balance as of January 31, 2012	$	4,225,000

Gas Properties, Leases and Mineral Rights

~~During~~All of the ~~nine~~Company’s ~~months~~oil ~~ended~~and ~~January~~gas ~~31,~~properties ~~2012,~~are ~~the~~located ~~Company~~in ~~converted~~ the ~~note~~United toStates. ~~FTP~~The ~~for~~Company’s ~~$1,000,000~~oil ~~in principal~~ and ~~$87,000~~gas inproperties ~~accrued~~consist ~~interest~~of tothe ~~720,000~~following ~~shares~~at ofJuly ~~restricted~~31, ~~common~~2012 ~~stock~~(,000 ~~as provided for in the note.~~omitted):

The Company was advanced $225,000 by the CE McMillan Trust, for an Unsecured Commercial Promissory Note at 10% interest due December 13, 2011. The Company has asserted a right of offset with respect to amounts owed under this Promissory Note and is currently in litigation with CE McMillan Trust, please see note 5, Litigation below.

Proved Properties	Acquisition Costs		Development Costs		Depletion			Asset Retirement Costs		Total
Balance at July 31, 2012	$	0	$	152	$	(125	)	$	128	$	155

The Company has extended the note payable to Katy through April 5, 2012.

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

~~Note 4 – Stockholders’ Equity~~8

~~Preferred~~Note ~~Stock~~3 – Notes Payable

~~During~~The ~~the nine months ended January 31, 2012, the~~ Company’s ~~issued~~outstanding ~~47,450~~Notes ofPayable 8%consisted ~~series A cumulative convertible preferred stock shares for cash proceeds~~ of ~~$855,000,~~the ~~net~~following ofas ~~commission. 675,500 shares~~ of ~~preferred~~July ~~stock were converted to 6~~31,~~755,000~~ shares of restricted common stock. There were 58,745 shares of restricted common stock issued for dividends payable, in the approximate amount of $270,000, on the preferred stock prior to conversion. Dividends will not be due for any shares not converted after the conversion date.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~~; the FTP note was converted at a rate prescribed in the note~~.

~~Page~~During 9the quarter ended July 31, 2012, the Company issued 5,491,301 shares of 17its 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.

~~Restricted~~During ~~Shares~~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 ~~nine months ended January 31~~quarter, ~~2012,~~ the Company issued ~~414~~1,~~093~~150,000 shares, ~~respectively,~~in settlement of ~~its~~accounts ~~restricted~~payable ~~common stock to certain individuals and service providers~~ in ~~return for their services~~litigation. The ~~fair~~Company ~~value~~may ofissue ~~the~~additional shares ~~was~~to ~~based~~settle onsuch ~~the closing price on the date of issue, which aggregated $1,324,000 based on an average of $3~~transactions.~~20 per share.~~

~~During~~Note ~~the~~5-Related ~~nine~~party months ended January 31, 2012, the Company issued 141,644 shares of its restricted common stock valued at $358,000 to Directors for services rendered. These shares were valued on grant date for an average of $2.53 a share.transactions

~~Stock-Based~~The ~~Compensation~~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.

~~During~~Below ~~the~~is ~~three~~a ~~and~~summary ~~nine months ended January 31, 2012, the Company recognized expenses~~ of ~~$1,276,000~~related ~~and~~party ~~$2,380,000, respectively,associated with the vested options issued in connection with its Incentive Stock Option Plan. The Company issued options to purchase 481,945 shares.~~ transactions

			Number of options				Weighted average exercise price		Weighted average remaining term (in years)		Aggregate fair Value
Name	Relation to the company	Relation to the vendor	Vendor	Invoiced	Amount paid in cash	Related party's interest	Service provided/ assets sold
Outstanding at April 30, 2011				3,335,000			$	1.99		9.7	$	5,355,000
Donal R Schmidt	CEO	Co-owner	S&W Aircraft	$69,450	$49,500	50%	Air travel to CEO and other required parties.
Granted Granted				481,945				2.05		10.0		253,000
Thimothy S. Wafford	COO	Co-owner	S&W Aircraft	$69,450	$49,500	50%	Air travel to CEO and other required parties.
Exercised				-				-		-		-
Forfeited or expired				-				-		-		-
Outstanding at January 31, 2012				3,816,945			$	1.98		9.0	$	5,608,000

~~There~~Note ~~were~~6-Subsequent ~~no options exercised during the quarter ended January 31, 2012.~~events

~~Warrants~~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.

AsOn ofSeptember ~~January 31~~8, 2012, ~~warrants~~James ~~to exercise 46,420 shares of preferred stock, and 50,000 shares of common stock are outstanding~~E. ~~These~~Pennington ~~warrants~~resigned ~~were~~as ~~issued~~Sun ~~during~~River ~~the nine months ended January 31~~Energy, ~~2012 to the brokers who participated in the Company’s last preferred offering, and entitle the holder to purchase one share of Series Apreferred stock at $20~~Inc. If (the ~~brokers exercise their warrants, the~~ “Company”) ~~would~~General ~~receive~~Counsel ~~approximately $1.9 million. The value of the warrants with a volatility rate of 67%~~ and aCorporate ~~weighted average remaining life of 4~~Secretary.~~5 years, have a fair value of approximately $1.9 million. These warrants are accounted for as a cost of capital.~~

~~Note~~On 5September –7, ~~Litigation~~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.

~~The~~On ~~Company~~September is17, ~~not~~2012 athe ~~party~~Company toentered ~~any~~into ~~material~~a ~~pending~~promissory ~~legal~~note ~~or governmental proceedings, other than ordinary routine litigation incidental~~ to ~~the~~satisfy ~~industry,~~claims ~~with~~under ~~the~~Mr. ~~exception~~Schaefer’s ~~referenced~~employment ~~below~~agreement. A ~~While~~copy ~~the~~is ~~ultimate~~attached ~~outcome~~as ~~and~~an ~~impact~~exhibit ofto ~~any~~fully ~~proceeding~~disclose ~~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~~terms.

On February 10, 2012, the Company filed a claim against Cicerone Corporate Development, LLC and J.H. Brech, LLC, former consultantsfor the Company, the C.E. McMillan Trust and Harry McMillan,(the “Defendants”) for violations of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Act”), for profits realized by the Defendants from transactions involving the Company’s stock. The claim was filed as an adversary proceeding in the United States Bankruptcy Court, Northern District of Texas, Fort Worth Division. The Company is seeking to recover short-swing profits estimated to be equal to at least $4 million from the Defendants in connection with a number of transactions involving the Company’s stock. The Company is being represented in the litigation on a contingency basis to recover any short-swing profits from the Defendants. Under the contingent fee arrangement, the Company will not incur any out of pocket expenses or fees in connection with this matter.9

~~Page~~Item 102.Management’s Discussion and Analysis of 17Financial Condition and Results of Operations.

Note 6 – Subsequent Events

The Company has extended the note payable to Katy through April 5, 2012.

On or about March 9, 2012, Mr. Schmidt and Mr. Wafford have agreed to convert the currently due bonus into a three year convertible note.

On March8, 2012the Company issued a Convertible Promissory Note to JMJ Financial (“JMJ”) in aggregate principal amount of $1,250,000 (the “Initial JMJ Note”). In consideration for issuing of the Initial Convertible Promissory Note to JMJ (“JMJ Notes”), JMJ provided the initial funding of $400,000.

The JMJ Notes bear interest at 5%, mature three years from the date of issuance, and were convertible into our common stock, at JMJ’s option, at a conversion price, equal to 80% of the lowest trade for our common stock during the 20 trading days prior to the conversion. The Note bears interest at the rate of 5% per annum, and is issued with a 5% original issue discount. This note matures three years from the date of issuance.

JMJ has agreed to restrict their ability to convert the JMJ Notes and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

No interest or principal payments are required until the maturity date, but both principal and interest may be prepaid prior to Maturity Date.

The JMJ Notes was offered and sold to JMJ in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. JMJ is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached as an exhibit to this Quarterly Report on Form 10-Q. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

On or about February 3, 2012, Jim Pennington, General Counsel, J.F. “Rick” Hoover, CFO, and on or about February 16, 2012, Donal R. Schmidt, CEO, Thimothy S. Wafford, COO, Thomas Schaefer, VP – Engineering, and Jay Leaver, VP – Geology, provided notices of default under their respective employment agreements. Currently, Mr. Pennington’s and Mr. Hoover’s agreements are in default under those terms. Mr. Schmidt, Mr. Wafford, Mr. Schaefer, and Mr. Leaver’s agreements will be in default at the end of the 30 day period, unless the Company is able to resolve the issues of default. The Company is currently seeking to resolve these issues as quickly as available and to continue to retain the services of all of these officers.

Page 11 of 17

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

Revenue. During the three months ended ~~January~~July 31, 2012, the Company generated revenues due to production of $4421,000. ~~The~~a ~~Company~~reduction ~~had~~of no$90,000 ~~revenues~~or ~~during~~81% compared to the ~~three~~same ~~months~~quarter ~~ended~~last ~~January~~year. The ~~31,~~Company ~~2011,~~has ~~during~~limited ~~its~~resources ~~development~~to ~~stage~~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 ~~January~~July 31, 2012, operating expenses, which are comprised of depreciation, operating costs and general and administrative expenses, were $23.10 million compared to $12.7 million during the three months ended ~~January~~July 31, 2011. This change represents an increase of $400,000, or 2415%. The increase is primarily due to increased non-cash equity compensation ~~of $1,012,000~~.

During the three months ended January 31, general and administrative expenses exclusive of non-cash equity compensation were $417,000 and $995,000, for 2012 and 2011, respectively. This reduction of $578,000 or 58% is primarily due to reduced legal fees, directors fees, and costs associated with the private placement offering of 8% Series A cumulative convertible preferred stock in 2011.

Interest Expense.The Company recognized interest expense of $114,000 during the three months ended January 31, 2012 compared to $56,000 for the same period in 2011. The increase of $58,000 in interest expense resulted primarily from the average outstanding balance of related party notes payable.

Page 12 of 17

Nine Months Ended January 31, 2012 compared to the Nine Months Ended January 31, 2011.

Revenue. During the nine months ended January 31, 2012, the Company generated revenues due to production of $288,000. The Company had no revenues during the nine months ended January 31, 2011. At this time, unless the Company infuses capital improvements in the wells, production will continue flat, or decline.

Operational Expenses.During the nine months ended January 31, 2012, operating expenses, which are comprised of depreciation, operating costs and general and administrative expenses, were $7.5 million compared to $3.7 million during the nine months ended January 31, 2011. This change represents an increase of $3.8 million or 100%. The increase is primarily due to increased non-cash equity compensation of $2,318,000

During the nine months ended January 31, General and administrative expenses exclusive of non-cash equity compensation was $2,901,000 and $1,777,000, for 2012 and 2011, respectively. This increase of $1,124,000 or 63% is primarily due to increased Personnel costs, legal fees, and travel costs.

Interest Expense.The Company recognized interest expense of $561,000 during the nine months ended January 31, 2012 compared to $108,000 for the same period in 2011. The increase of $453,000 in interest expense resulted primarily from the average outstanding balance of related party notes payable.

Liquidity and Capital Resources

As of ~~January~~July 31, 2012, the Company had cash and cash equivalents of $~~431~~399,000 and a working capital deficit of $813.8 million, compared with $1128,~~489,~~000 in cash and cash equivalents and a working capital deficit of $613.59 million as of April 30, ~~2011~~2012. The decrease in working capital is primarily due to continued general operations of the Company as we continue to pursue additional capital to expand our current operations, included but not limited to our properties in New Mexico.

Operating Activities.Net cash used in operating activities was $1,336,000 and $122,000 for the nine months ended January 31, 2012 and 2011 respectively, or a decrease of $1.2 million or approximately 1000%. Net cash used in operations increased primarily for personnel, travel andlegal costs to raise capital and develop oil and gas assets.10

Investing Activities.~~The~~Net ~~net~~ cash provided by (used in ) investing activities was $1482,~~792,~~000 and $1,~~723~~318,000 for the ~~nine~~three months ended ~~January~~July 31, 2012 and 2011 respectively, or an increase of $~~69,000~~1.8 ormillion. The ~~approximately~~change ~~4%,~~was primarily asdue ~~the~~to ~~Company~~a ~~continues~~reduction toin ~~develop~~development ~~their~~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 $2336,~~070,~~000 for the ~~nine~~three months ended ~~January~~July 31, 2012 was generated by ~~the~~an ~~Preferred~~offering of Common Stock ~~offering~~for ~~$855~~190,000, short term borrowings ~~$225,000,~~of ~~and~~ $1150,000~~,000 received as the Company begins to raise capital on its current private placement~~.

During the ~~three~~quarter ~~and nine months~~ ended ~~January~~July 31, 2012, we have continued to incur losses ~~of $2,227,000~~ and ~~$7,746,000, respectively, and~~ have negative working capital ~~of $8,751,000 at January 31, 2012~~.Approximately $610,~~298~~339,000 of our negative working capital position was comprised of amounts owed to significant stockholders, including Officers of the Company. Subsequent to ~~January~~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 ~~$21,061,000~~ 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.

Page 13 of 17

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, ~~2011~~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 ~~January~~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.

As of January 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.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~~, with the exception referenced below~~. 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.

~~Page~~Item 141A.Risk ~~of 17~~Factors.

On February 10, 2012, the Company has filed a claim against Cicerone Corporate Development, LLC and J.H. Brech, LLC, former consultants for the Company, the C.E. McMillan Trust and Harry McMillan,(the “Defendants”) for violations of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Act”), for profits realized by the Defendants from transactions involving the Company’s stock. The claim was filed as an adversary proceeding in the United States Bankruptcy Court, Northern District of Texas, Fort Worth Division. The Company is seeking to recover short-swing profits estimated to be equal to at least $4 million from the Defendants in connection with a number of transactions involving the Company’s stock. The Company is being represented in the litigation on a contingency basis to recover any short-swing profits from the Defendants. Under the contingent fee arrangement, the Company will not incur any out of pocket expenses or fees in connection with this matter.

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 ~~November~~July 127, ~~2011~~2012 through ~~March~~September 1411, 2012.

DATE OF SALE	TITLE OF SECURITIES	NO. OF SHARES	CONSIDERATION	CLASS OF PURCHASER
February 3, 2012	Common Stock	599,988	Cash and settlement of accounts payable	Stockholder
August 29, 2012	Common Stock	200,000	Consulting Services	Stockholder
February 15, 2012	Common Stock	694,667	Cash	Stockholder
July 27, 2012 through September 5, 2012	Common Stock	735,938	Services	Directors, Officers, and Employees
February 21, 2012	Common Stock	60,000	Extension fee on note	Stockholder
September 11, 2012	Common Stock	600,000	Settlement of accounts payable	Stockholder
February 27, 2012	Common Stock	41,834	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.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

~~The~~On ~~Company~~September ~~has~~8, ~~extended~~2012, ~~the~~James ~~note~~E. ~~payable~~Pennington toresigned ~~Katy~~as ~~through~~Sun ~~April~~River 5Energy, ~~2012~~Inc. (the “Company”) General Counsel and Corporate Secretary.

On orSeptember ~~about March 9~~7, 2012, ~~Mr.~~Jay ~~Schmidt~~Leaver ~~and~~resigned Mras the Company’s Vice President of Geology. The ~~Wafford~~Company ~~have~~entered ~~agreed~~into a promissory note to ~~convert~~satisfy ~~the~~claims ~~currently~~under ~~due~~Mr. ~~bonus~~Leaver’s ~~into~~employment aagreement. A ~~three~~copy ~~year~~is ~~convertible~~attached ~~note~~as an exhibit to fully disclose the terms.

On ~~March~~September 817, ~~2012the~~2012 the Company ~~issued~~entered into a ~~Convertible~~promissory ~~Promissory~~note ~~Note~~ to ~~JMJ~~satisfy ~~Financial~~claims ~~(“JMJ”)~~under inMr. ~~aggregate~~Schaefer’s ~~principal~~employment ~~amount of $1,250,000 (the “Initial JMJ Note”)~~agreement. A Incopy ~~consideration~~is ~~for~~attached ~~issuing~~as ofan ~~the~~exhibit ~~Initial Convertible Promissory Note~~ to ~~JMJ~~fully ~~(“JMJ~~disclose ~~Notes”), JMJ provided~~ the ~~initial funding of $400,000~~terms.

~~Page~~On 15September 20, 2012, the Board of 17Directors 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.

~~The~~Item JMJ Notes bear interest at 5%, mature three years from the date of issuance, and were convertible into our common stock, at JMJ’s option, at a conversion price, equal to 80% of the lowest trade for our common stock during the 20 trading days prior to the conversion6. ~~The Note bears interest at the rate of 5% per annum, and is issued with a 5% original issue discount~~Exhibits. ~~This note matures three years from the date of issuance.~~

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

No interest or principal payments are required until the maturity date, but both principal and interest may be prepaid prior to Maturity Date.

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					*

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.					*

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
4.1	Warrants issued to J.H Brech	10-Q	000-27485	4.1	3/11/2011
4.2	Warrant issued to Tom Anderson	10-Q	000-27485	4.2	3/11/2011
4.3	Warrant issued to Redgie Green	10-Q	000-27485	4.3	3/11/2011
4.4	Warrant issued to David Surginer	10-Q	000-27485	4.4	3/11/2011
4.5	Warrant issued to Steven Weathers	10-Q	000-27485	4.5	3/11/2011
4.6	Warrants issued to Cicerone Corporate Development	10-Q	000-27485	4.6	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

Page 16 of 17

10.1	Amended and Restated Consulting Agreement with Cicerone Corporate Development, LLC and incorporated herein by reference.	8-K	000-27485	10	11/29/2010
10.2	Promissory Note dated June 10, 2010 between Sun River Energy, Inc. and J.H. Brech, LLC. and incorporated herein by reference.	10-Q	000-27485	10	12/20/2010
10.3	Promissory Note dated November 1, 2010 between Sun River Energy, Inc. and Cicerone Corporate Development, LLC. and incorporated herein by reference.	10-Q	000-27485	10	12/20/2010
10.4	Employment Agreement dated as of December 22, 2010 with Jay Leaver and incorporated herein by reference.	8-K	000-27485	10	1/18/2011
10.5	Settlement Agreement and Release and Covenant Not to Sue, dated January 10, 2011 and incorporated herein by reference.	8-K	000-27485	10	1/14/2011
10.6	Purchase and sale agreement with Peccary	10-Q	000-27485	10	3/11/2011
10.7	Convertible Promissory Note to JMJ Financial (“JMJ”) in aggregate principal amounts of $1,250,000 dated March 8, 2012					*
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: March 15, 2012	By:	/s/ JF “Rick” Hoover
Date: September 21, 2012	By:	/s/ JF “Rick” Hoover
		Name:	JF “Rick” Hoover
		Title:	CFO (Principal Accounting Officer)

~~Page 17 of 17~~14

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