Summary of SUN RIVER ENERGY, INC

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;

(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.

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.