As filed with the Securities and Exchange Commission on March 07, 2000
Commission File No.
Securities and Exchange Commission
Washington, D.C. 20549
--------------
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
SUN RIVER INVESTMENT CO.
(Exact name of small business registrant as specified in its charter)
Nevada 88-0452761
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
504 Mueller Lane, Minden NV 89423 775.782.4003
(Address and telephone number of principal executive offices)
Securities to be registered under Section 13 of the Act: NONE
Securities to be registered under Section 15(d) of the Act:
Common Stock, par value of $0.00001 per share
Herman Herbig, 504 Muller Lane, Minden NV 89423 (702) 782-4003
(Name, address and telephone number of agent for service)
Copies to:
Ann Bell
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
(972) 248-1922
<PAGE>
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
General
Sun River Investment Co. (herein "Sun River Investment" or "Company") was
incorporated on July 15, 1997 under the laws of the State of Nevada. In July
1997, pursuant to Subscription agreements, Sun River Investment sold 250,000
shares of its common stock to 25 Investors for $2,500.00 cash. Sun River
Investment had not yet engaged in any business operations. The business purpose
of Sun River Investment was, and remains, to seek out and obtain an
acquisition, merger or outright sale transaction, whereby its Shareholders would
benefit.
Sun River Investment's management has decided to voluntarily file this
registration statement with the SEC and cause Sun River Investment to become
subject to the SEC's reporting requirements under the Securities Act of 1934.
These actions are being taken:
(1) so that Sun River Investment's financial information will be equally
available to all interested parties and investors;
(2) to meet certain listing requirements for publicly traded securities;
and
(3) in order that Sun River Investment might be potentially more
attractive to a private business that has an interest in becoming a
reporting company be means of merging or otherwise affiliating itself
with Sun River Investment Co.
Proposed Business
Sun River Investment intends to locate and combine with an existing, privately
held company, which is profitable, or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. At this time,
Sun River Investment is not engaged in any discussions with potential
combination partners regarding a possible business combination. However, Sun
River Investment does not intend to combine with a private company that may be
deemed to be an investment company subject to the Investment Company Act of
1940. A combination may be structured as a merger, consolidation, and exchange
of Sun River Investment's common stock for stock or assets or any other form
that will result in the combined enterprises becoming a publicly held
corporation.
Pending negotiation and consummation of a combination, Sun River Investment
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should Sun River Investment incur any significant liabilities prior to
a combination with a private company, it may not be able to satisfy such
liabilities as they are incurred.
If Sun River Investment's management pursues one or more combination
opportunities beyond the Preliminary negotiations stage and those negotiations
are subsequently terminated, it is foreseeable that such efforts will exhaust
Sun River Investment's ability to continue to seek such combination
opportunities before any successful combination can be consummated. Due to Sun
River Investment's limited resources and lack of revenue, in the event such
initial efforts to consummate a business combination fail, Sun River Investment
may not be able to seek additional combination partners. An extensive search for
a suitable combination partner may incur substantial expenses, which Sun River
Investments may be unable to fulfill. A limited search shall be more
appropriate due to the aforementioned limited resources and revenue. Only slight
efforts may take place and once these efforts are exhausted the financial
constraints of Sun River Investment may result in an inability to seek future
partners and thus end the search. In that event, Sun River Investment's common
stock will become worthless and holders of Sun River Investment's common stock
will receive a nominal distribution, if any, upon Sun River Investment's
liquidation and dissolution.
<PAGE>
Combination Suitability Standards
In its pursuit for a combination partner, Sun River Investment's management
intends to consider only combination candidates which are profitable or, in
management's view, have growth potential. Sun River Investment's management does
not intend to pursue any combination proposal beyond the preliminary negotiation
stage with any combination candidate that does not furnish Sun River Investment
with audited financial statements for at least its most recent fiscal year and
unaudited financial statements for interim periods subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements in a timely manner. In the event such a combination candidate is
engaged in a high technology business, Sun River Investment may obtain reports
from independent organizations of recognized standing covering the technology
being developed and/or used by the candidate. Sun River Investment's limited
financial resources may make the acquisition of such reports difficult or even
impossible to obtain and, thus, there can be no assurance that Sun River
Investment will have sufficient funds to obtain such reports when considering
combination proposals or candidates. To the extent Sun River Investment is
unable to obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be increased. Furthermore, to the knowledge
of Sun River Investment's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:
(1) will have been convicted of securities fraud, mail fraud, tax fraud,
Embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will have been subject to a temporary or permanent injunction or
Restraining order arising from unlawful transactions in securities,
whether as issuer, underwriter, broker, dealer, or investment advisor,
may be the subject of any pending investigation or a defendant in a
pending lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
(3) will have been a defendant in a civi1 action, which resulted in a
final judgement against it or him awarding damages or rescission based
upon unlawful practices or sales of securities.
Sun River Investment's officers and directors will make these
determinations by asking pertinent questions of the management and/or owners of
prospective combination candidates. Such persons will also ask pertinent
questions of others that may be involved in the combination negotiations or
proceedings. However, the officers and directors of Sun River Investment will
not generally take other steps to verify independently information obtained in
this manner which is favorable. Unless something comes to their attention that
puts them on notice of a possible disqualification that is being concealed from
them, such persons will rely on information received from the management of the
prospective combination candidate and from others who may be involved in the
combination proceedings.
Sun River Investment has no employees.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following discussion and analysis should be read in conjunction with Sun
River Investment's financial statements and the notes associated with them as
set forth elsewhere in this document. This discussion should not be construed to
imply that the results discussed herein will necessarily continue into the
future or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. This discussion represents only the best
present assessment by the management of Sun River Investment.
<PAGE>
Caution Regarding Forward-Looking Information
This registration statement contains certain forward-looking statements and
information relating to Sun River Investment that are based on the beliefs of
Sun River Investment or its management as well as assumptions made by and
information currently available to Sun River Investment or its management. When
used in this document, the words "anticipate", "believe", "estimate", "expect"
and "intend" and similar expressions, as they relate to Sun River Investment or
its management, are intended to identify forward-looking statements. Such
statements reflect the current view of Sun River Investment or its management
regarding future events and are subject to certain risks, uncertainties and
assumptions, including the risks and uncertainties noted. Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may vary materially from those described herein
as anticipated, believed, estimated, expected or intended. In each instance, the
forward-looking information should be considered in light of the accompanying
meaningful cautionary statements herein.
Company's History
Sun River Investment Co. was incorporated on June 17, 1997 under the laws of the
State of Nevada. In December, 1997, pursuant to subscription agreements, Sun
River Investment sold 250,000 shares of its restricted, unregistered common
stock to 25 investors for $2,500.00 cash. All of the investors are still
shareholders of Sun River Investment Co.
Discussion of Financial Condition
Sun River Investment currently has no revenues, no operations and owns no
assets. Sun River Investment will remain illiquid until such time as a business
combination transaction occurs, if ever. No prediction of the future financial
condition of Sun River Investment Co. can be made.
Due to the lack of sustaining operations from inception, Sun River Investment is
considered in the Investment stage and, as such, has generated no significant
operating revenues and has incurred cumulative operating losses of $3755.
Accordingly, Sun River Investment is dependent upon its current management
and/or significant shareholders to provide sufficient working capital to
preserve the integrity of the corporation during this phase.
Sun River Investment's independent auditor, Barry L. Friedman, P.C., CPA,
expressed, in its opinion on Sun River Investment's audited financial
statements, doubt about Sun River Investment's ability to continue as a going
concern. Reference is made to Note 3 to the financial statements of Sun River
Investment included elsewhere in this registration statement.
Plan of Business
General
While Sun River Investment conducts its search to locate and combine with an
existing privately held company, it will depend on the continued financial
support of Herman G. Herbig, the President, Secretary and Sole Director of the
Company.
The Company's independent auditor's have raised substantial doubt about the
Company's ability to continue as a going concern since the Company has no
current source of revenue. Mr. Herbig has verbally indicated that he will, for a
minimum of the next twelve months, continue to fund the Company's immediate
needs for legal and accounting purposes and devote as much time as is needed to
pursue a business combination until fruition. Said going concern opinion by the
independent auditor shall be discussed in the following paragraphs.
The process for seeking a combination partner involves a strategic initiative
with several components in order to find the partner which best suits the
Company's interests. A detailed financial analysis of the partner is conducted
on any potential combination partner. Analysis on the company's assets,
liabilities, revenues, potential litigation, dividends, goodwill and business
reputation in the community shall occur in order to solidify all the criteria
sought after by the Company in a combination partner. The partners may be
referred to the Company from other sources, found through research of the
Company's officers, directors or management.
<PAGE>
Pending negotiation and consummation of a combination, Sun River Investment
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should Sun River Investment incur any significant liabilities prior to
a combination with a private company, it may not be able to satisfy such
liabilities as they are incurred.
If Sun River Investment's management pursues one or more combination
opportunities beyond the preliminary negotiations stage and those negotiations
are subsequently terminated, it is foreseeable that such efforts will exhaust
Sun River Investment's ability to continue to seek such combination
opportunities before any successful combination can be consummated. In that
event, Sun River Investment's common stock will become worthless and holders of
Sun River Investment Co.'s common stock will receive a nominal distribution, if
any, upon Sun River Investment Co.'s liquidation and dissolution.
Combination Suitability Standards
In its pursuit for a combination partner, Sun River Investment's management
intends to consider only combination candidates that are profitable or, in
management's view, have growth potential. Sun River Investment's management does
not intend to pursue any combination proposal beyond the preliminary negotiation
stage with any combination candidate that does not furnish Sun River Investment
with audited financial statements for at least its most recent fiscal year and
unaudited financial statements for interim periods subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements in a timely manner. In the event such a combination candidate is
engaged in a high technology business, Sun River Investment may obtain reports
from independent organizations of recognized standing covering the technology
being developed and/or used by the candidate. Sun River Investment's limited
financial resources may make the acquisition of such reports difficult or even
impossible to obtain and, thus, there can be no assurance that Sun River
Investment will have sufficient funds to obtain such reports when considering
combination proposals or candidates. To the extent that Sun River Investment is
unable to obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be increased. Furthermore, to the knowledge
of Sun River Investment's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:
(1) will have been convicted of securities fraud, mail fraud, tax fraud,
embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities,
whether as issuer, underwriter, broker, dealer, or investment advisor,
may be the subject of any pending investigation or a defendant in a
pending lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
(3) will have been a defendant in a civil action which resulted in a final
judgement against it or him awarding damages or rescission based upon
unlawful practices or sales of securities.
Sun River Investment's officers and directors will make these determinations by
asking pertinent questions of the management and/or owners of prospective
combination candidates. Such persons will also ask pertinent questions of others
who may be involved in the combination negotiations or proceedings. However, Sun
River Investment's officers and directors will not generally take other steps to
verify independently information obtained in this manner which is favorable.
Unless something comes to their attention which puts them on notice of a
possible disqualification that is being concealed from them, such persons will
rely on information received from the management of the prospective combination
candidate and from others who may be involved in the combination proceedings.
ITEM 3
DESCRIPTION OF PROPERTY
Sun River Investment has no properties or assets of any kind.
<PAGE>
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of July 15, 1999 with
regard to the beneficial ownership of the common stock by (i) each person known
to Sun River Investment to be the beneficial owner of 5% or more of its
outstanding shares of common stock; (ii) by the officers and directors of Sun
River Investment individually and (iii) by the officers and directors as a
group.
- --------------------------------------------------------------------------------
Name & Address of Owner Number of Shares Owned Percent of Outstanding
The Business Advantage, Inc. 225,000(1) 90%
504 Muller Lane
Minden, Nevada 89423
- --------------------------------------------------------------------------------
Herman G. Herbig 1,750 1%
504 Muller Lane
Minden NV 89423
- --------------------------------------------------------------------------------
All Directors & Officers 226,750(1) 91%
as a Group (one person)
- --------------------------------------------------------------------------------
- ------------------------
(1) The Business Advantage, Inc. is owned by Herman G. Herbig and the shares
owned by that corporation are included in the total indicated for all
directors and officers as a group. Both that corporation and Mr. Herbig are
affiliates of Sun River Investment. Mr. Herbig is the sole shareholder of
The Business Advantage, Inc.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Sun River Investment has only one director and officer, Herman G. Herbig, who is
45 years old. Mr. Herbig has been the President, Secretary and only director of
Sun River Investment since its formation in December 1997.
Mr. Herbig has been a licensed and practicing attorney in Minden and Las Vegas,
Nevada, specializing in estate planning, taxation, corporate law and probate
law, since 1988. He is also an accountant. From 1991 until 1995, he was the
Public Administrator for Douglas County, Nevada, an elected public official
responsible for the administration of decedents' estates on behalf of the
county.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors a have been elected and qualified. Officers are elected
or appointed by the Board of Directors and serve until resignation, death,
removal by the Board or until their successors are elected and qualified.
<PAGE>
No director or officer of Sun River Investment has been the subject of any
order, judgment, or decree of any court or any regulatory agency enjoining him
from acting as an investment advisor, underwriter, broker or dealer in the
securities industry, or as an affiliated person, director or employee of an
investment company, bank, savings and loan association, or insurance company or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities nor
has any such person been the subject of an order of state authority barring or
suspending the right of such a person to be engaged in such activities or to be
associated with such activities.
No director or officer of Sun River Investment has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently proceeding. No director or officer of Sun
River Investment is the subject of any legal proceeding involving Sun River
Investment or the performance of his duties as such director or officer.
ITEM 6
EXECUTIVE COMPENSATION
None of the officers and directors of Sun River Investment are being currently
compensated or were compensated in any way for their service to Sun River
Investment during the fiscal years ended December 31, 1997 and 1998.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 8
DESCRIPTION OF SECURITIES
Sun River Investment's Articles of Incorporation authorizes the issuance of
2,500,000 shares of common stock, with a par value of $0.01 per share. There is
no preferred stock authorized. Sun River Investment currently has 25
shareholders. Holders of common stock are entitled to one vote for each share
owned on each matter submitted to a vote of the shareholders but do not have
cumulative voting rights. Currently there are 250,000 shares of common stock
issued and outstanding. Sun River Investment's Board of Directors has the legal
authority to issue the remaining unissued authorized shares (2,250,000 in
number), without shareholder approval, for any purpose deemed to be in the best
interest of Sun River Investment.
All the shares of the common stock which are now outstanding are fully paid,
validly issued and nonassessable. Holders of the common stock currently have
preemptive rights to subscribe for or to purchase any additional securities
issued by Sun River Investment. Upon liquidation, dissolution or winding up of
Sun River Investment, the holders of common stock are entitled to share ratably
in the distribution of assets after payment of debts and expenses. There are no
conversion, sinking fund or redemption provisions, or similar restrictions with
respect to the common stock.
Holders of the common stock are entitled to receive dividends, when and if
declared by the Board of Directors, out of funds legally available therefor. See
"Dividend Policy,"
<PAGE>
PART II
ITEM 1
MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
Sun River Investment, upon approval of this registration statement by the SEC,
will file for trading on the OTC Electronic Bulletin Board which is sponsored by
the National Association of Securities Dealers ("NASD"). The OTC Electronic
Bulletin Board is a network of securities dealers who buy and sell stock. The
dealers are connected by a computer network which provides current information
on current "bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for Sun River
Investment's common stock. As of January 10,2000 Sun River Investment had 25
stockholders. Currently only 23,250 of the 250,000 shares issued and outstanding
can be freely traded. 226,750 outstanding shares are deemed to be "restricted
securities" as such term is defined under Rule 144, in that such shares were
issued in private transactions not involving a public offering and may not be
sold in the absence of registration other than in accordance with Rules 144,
144(k) or 701 promulgated under the Securities Act of 1933 or another exemption
from registration.
In general, under Rule 144 as currently in effect, a person, including an
affiliate, who has beneficially owned shares for at least one year is entitled
to sell, within any three month period a number of shares that does not exceed
the greater of one percent of the then outstanding shares of our common stock or
the average daily weekly trading volume in our common stock during the four
calendar weeks preceding the date on which notice of such sales is filed,
subject to various restrictions. In addition, a person who is not deemed to have
been an affiliate of ours at any time during the 90 days preceding a sale and
who has beneficially owned the shares proposed to be sold for at least two years
would be entitled to sell those shares under Rule 144(k) without regard to the
requirements described above. To the extent that shares were acquired from an
affiliate, such person's holding period for the purpose of effecting a sale
under Rule 144 commences on the date of transfer from the affiliates.
Sun River Investment has no outstanding options and no plans under which options
or similar instruments could be issued. Sun River Investment has no current
plans to register any of its securities under the Securities Act of 1933 for
sale by security holders. There is no current public offering of equity or debt.
If the Board of Directors seeks to raise additional capital in the near future
it would attempt to sell unregistered, restricted stock in a private placement.
Due to the fact that current stockholders have preemptive rights, any such
offering would have to be made first to them.
Sun River Investment's transfer agent is Securities Transfer Corporation, 16910
Dallas Parkway, Suite 100, Dallas, Texas 75248.
<PAGE>
DIVIDEND POLICY
Sun River Investment has never paid or declared a cash dividend on its common
stock and does not intend to pay cash dividends in the foreseeable future. The
payment by Sun River Investment of dividends, if any, on its common stock in the
future is subject to the discretion of the Board of Directors and will depend on
Sun River Investment's earnings, financial condition, capital requirements and
other relevant factors.
Item 2
LEGAL PROCEEDINGS
Sun River Investment Co. is not a party to any pending litigation nor is it
aware of any threatened or potential legal proceeding.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
None
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sun River Investment's bylaws provide that Sun River Investment will indemnify
its directors and officers to the full extent authorized or permitted under
Nevada law. The bylaws also allow reimbursement for certain costs of legal
defense.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers and controlling persons of Sun River Investment. Sun
River Investment has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy and
unenforceable.
PART - FINANCIAL STATEMENTS
EXPERTS
The audited financial statements and notes of Sun River Investment included in
this registration statement have been examined by Barry L. Friedman, P.C., CPA,
to the extent and for the periods indicated in the report with respect thereto,
and are included in reliance upon the authority of said firm as experts in
auditing and accounting.
<PAGE>
PART III EXHIBITS
Exhibits, filed with this registration statement
Exhibit A Financial Statements
Exhibit 3.1 Articles of Incorporation of Sun River Investment Co.
Exhibit 3.2 Bylaws of Sun River Investment
Exhibit 4.1 Specimen Stock Certificate for Common Shares
Exhibit 23.1 Consent of Barry L. Friedman
Exhibit 27 Financial Data Schedule
<PAGE>
EXHIBIT A-Financial Statements
Sun River Investment Co.
(A Investment Stage Company)
FINANCIAL STATEMENTS
January 31, 2000
December 31, 1999
December 31, 1998
<PAGE>
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 1
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ASSETS 2
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LIABILITIES AND STOCKHOLDERS' EQUITY 3
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STATEMENT OF OPERATIONS 4
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STATEMENT OF STOCKHOLDERS' EQUITY 5
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STATEMENT OF CASH FLOWS 6
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NOTES TO FINANCIAL STATEMENTS 7-8
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<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors February 8, 2000
Sun River Investment Co.
Minden, Nevada
I have audited the accompanying Balance Sheets of Sun River Investment
Co., (A Investment Stage Company), as of January 31, 2000, December 31, 1999,
and December 31, 1998, and the related statements of operations, stockholders'
equity and cash flows for the period January 1, 2000, to January 31, 2000, the
year ended December 31, 1999, December 31, 1998, and the period June 17, 1997
(inception) to January 31, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Sun River
Investment Co., (A Investment Stage Company), as of January 31, 2000, December
31, 1999, and December 31, 1998, and the related statements of operations,
stockholders' equity and cash flows for the period January 1, 2000, to January
31, 2000, the year ended December 31, 1999, December 31, 1998 and the period
June 17, 1997 (inception) to January 31, 2000, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #3. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Barry L. Friedman
- ---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
<PAGE>
<TABLE>
<CAPTION>
Sun River Investment Co.
(A Investment Stage Company)
BALANCE SHEET
ASSETS
January December December
31, 2000 31, 1999 31, 1998
---------------- --------------- ---------------
<S> <C> <C> <C>
CURRENT ASSETS
CASH $ 45 $ 45 $ 45
---------------- --------------- ----------------
TOTAL CURRENT ASSETS $ 45 $ 45 $ 45
---------------- --------------- ----------------
OTHER ASSETS
ORGANIZATION COSTS (NET) $ 0 $ 1,021 $ 1,225
---------------- --------------- ----------------
TOTAL OTHER ASSETS $ 0 $ 1,021 $ 1,225
---------------- --------------- ----------------
TOTAL ASSETS $ 45 $ 1,066 $ 1,270
---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 2 -
<PAGE>
<TABLE>
<CAPTION>
Sun River Investment Co.
(A Investment Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
January December December
31, 2000 31, 1999 31, 1998
---------------- --------------- ----------------
<S> <C> <C> <C>
CURRENT LIABILITIES
Officer's Advances (Note #6) $ 1,300 $ 1,300 $ 0
---------------- --------------- ----------------
TOTAL CURRENT LIABILITIES $ 1,300 $ 1,300 $ 0
---------------- --------------- ----------------
STOCKHOLDERS' EQUITY (Note #1)
Common stock, no par value
Authorized 25,000 shares
Issued and outstanding at
December 31, 1998 -
25,000 shares $ 2,500
Common Stock, $.001 par value
Authorized 25,000,000 shares
Issued and outstanding at
December 31, 1999 -
25,000,000 shares $ 25,000
January 31, 2000 -
25,000,000 shares $ 25,000
Additional Paid In Capital -22,500 -22,500 0
ACCUMULATED DEFICIT DURING
Investment STAGE -3,755 -3,755 -1,230
---------------- --------------- ----------------
TOTAL STOCKHOLDERS' EQUITY $ -1,255 $ -1,255 $ 1,270
---------------- --------------- ----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 45 $ 45 $ 1,270
---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 3 -
<PAGE>
<TABLE>
<CAPTION>
Sun River Investment Co.
(A Investment Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Year Year June 17, 1997
2000 to Ended Ended (Inception)
Jan. 31, Dec. 31, Dec. 31, to Jan. 31,
2000 1999 1998 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME $ 0 $ 0 $ 0 $ 0
--------------- ---------------- --------------- ----------------
EXPENSES
Amortization $ 0 $ 1,225 $ 350 $ 1,750
General, Selling and
Administrative 0 1,300 485 2,005
--------------- ---------------- --------------- ----------------
TOTAL EXPENSES $ 0 $ 2,525 $ 835 $ 3,755
--------------- ---------------- --------------- ----------------
NET PROFIT/LOSS (-) $ 0 $ -2,525 $ -835 $ -3,755
--------------- ---------------- --------------- ----------------
Net Profit/Loss (-)
Per weighted share
(Note #1) $ NIL $ -0.0001 $ NIL $ -0.0001
--------------- ---------------- --------------- ----------------
Weighted average
Number of common
Shares outstanding 25,000,000 25,000,000 25,000,000 25,000,000
--------------- ---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 4 -
<PAGE>
<TABLE>
<CAPTION>
Sun River Investment Co.
(A Investment Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDER EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Balance,
December 31, 1997 25,000 $ 2,500 $ 0 $ -395
Net loss year ended
December 31, 1998 -835
--------------- ---------------- --------------- ----------------
Balance,
December 31, 1998 25,000 $ 2,500 $ 0 $ -1,230
August 19, 1999
Changed from no par
Value to $.001 par
Value (Note #1) -2,475 +2,475
August 19, 1999
Forward stock split
1,000:1 24,975,000 +24,975 -24,975
Net loss year ended
December 31, 1999 -2,525
--------------- ---------------- --------------- ----------------
Balance,
December 31, 1999 25,000,000 $ 25,000 $ -22,500 $ -3,755
Net loss
January 1, 2000 to
January 31, 2000 0
--------------- ---------------- --------------- ----------------
Balance,
January 31, 2000 25,000,000 $ 25,000 $ -22,500 $ -3,755
--------------- --------------- -------------- ---------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 5 -
<PAGE>
<TABLE>
<CAPTION>
Sun River Investment Co.
(A Investment Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Year Year June 17, 1997
2000 to Ended Ended (Inception)
Jan. 31, Dec. 31, Dec. 31, to Jan. 31,
2000 1999 1998 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ 0 $ -2,525 $ -835 $ -3,755
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Amortization 0 +1,225 +350 +1,750
Organization Costs 0 0 0 -1,750
Changes in assets and
Liabilities
Officer's Advances 0 +1,300 0 +1,300
--------------- ---------------- --------------- ----------------
Net cash used in
Operating activities $ 0 $ 0 $ -485 $ -2,455
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 0 +2,500
--------------- ---------------- --------------- ----------------
Net Increase (decrease) $ 0 $ 0 $ -485 $ 45
Cash,
Beginning of period 45 45 530 0
--------------- ---------------- --------------- ----------------
Cash, End of Period $ 45 $ 45 $ 45 $ 45
--------------- ---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 6 -
<PAGE>
Sun River Investment Co.
(A Investment Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 31, 2000, December 31, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 17, 1997, under the laws of the State of
Nevada as Sun River Investment Co. The Company currently has no
operations and in accordance with SFAS #7, is considered a Investment
company.
On July 3, 1997, the company issued 25,000 shares of its no par value
common stock for $2,500.00 in cash.
On August 19, 1999, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from
25,000 common shares @ no par value to 25,000,000 shares @ $0.001 par
value.
On August 19, 1999, the Company forward split its common stock on a
1,000:1 basis, thus increasing the number of outstanding common stock
from 25,000 shares to 25,000,000 shares.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
common shares outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. Reporting on Costs of Start-Up Activities - Statement of Position 98-5
("SOP 98-5"), "Reporting on the Costs of Start-Up Activities" which
provides guidance on the financial reporting of start-up costs and
organization costs. It requires most costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is effective
for fiscal years beginning after December 15, 1998. With the adoption
of SOP 98-5, there has been little or no effect on the company's
financial statements.
- 7 -
<PAGE>
Sun River Investment Co.
(A Investment Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2000, December 31, 1999, and December 31, 1998
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. It is
management's plan to seek additional capital through a merger with an
existing operating company.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns nor leases any real or personal property. A
director provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been
reflected therein. The officer and directors of the Company are
involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 6 - OFFICER'S ADVANCES
While the Company is seeking additional capital through a merger with
an existing operating company, an officer of the Company has advanced
funds on behalf of the Company to pay for any costs incurred by it.
These funds are interest free.
- 8 -
<PAGE>
SIGNATURES
In accordance with Section 15(d) of the Securities Exchange Act of 1934, Sun
River Investment has caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Minden,
State of Nevada, on the 7th day of March, 2000.
SUN RIVER Investment CO.
By: /s/ Herman G. Herbig March 7, 2000
---------------------
Herman G. Herbig, President, Secretary
and sole Director
[Stamp of the office
of the Secretary of
State of the State
of Nevada]
--------------------------------------------
SUN RIVER INVESTMENT CO.
A Nevada Corporation
--------------------------------------------
ARTICLES OF INCORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned has this day formed a corporation for the transaction of
business, and the promotion and conduct of the objects and purposes hereinafter
stated, under and pursuant to the laws of the State of Nevada.
I DO HEREBY CERTIFY:
1. NAME. The name of the corporation, which is hereinafter referred to as
"the corporation", is:
SUN RIVER INVESTMENT CO.
2. REGISTERED OFFICE. The registered office of the corporation and the
resident agent in charge thereof shall be:
Herman G. Herbig, Esq.
1638 Esmeralda, Avenue
P. 0. Box 879
Minden, Nevada 89423-0879.
(702) 782-4003
Offices for the transaction of any business of the corporation and where the
meetings of the Board of Directors and of the shareholders may be held, and
where the books of the corporation may be kept, may be established and
maintained in any other part of the State of Nevada, or in any other state,
territory or possession of the United States of America, the District of
Columbia, or in any foreign country.
3. CAPITAL STOCK. The amount of the total authorized capital stock of
this corporation is 2,500,000 shares with par value of $0.01 per share. Each
share of stock shall have one (1) vote. Such stock may be issued from time to
time without action by the shareholders for such consideration as may be fixed
from time to time by the Board of Directors, and shares so issued, the full
consideration for which has been paid or delivered, shall be deemed the full
paid up stock, and the holder of such shares shall not be liable for any further
payment thereof Said stock shall not be subject to assessment to pay the debts
of the corporation, and no paid-up stock and no stock issues as fully paid,
shall ever be assessed of assessable by the corporation.
<PAGE>
Articles of Incorporation
Page 2
4. PREEMPTIVE RIGHTS. The corporation elects to have preemptive rights.
5. DIRECTORS. The governing board of this corporation shall be known as
Directors, and the number of directors may from time to time be increased or
decreased in such a manner as shall be provided by the bylaws of this
corporation and the laws of the State of Nevada. The name and post office
address of the members of first board of directors, which shall be one director
in number, is as follows:
BEN J. GILLARD
P. 0. Box 2217
Minden, Nevada 89423
6. BOARD OF DIRECTORS. The Board of Directors shall have the power and
authority to make and alter, or amend, the bylaws, to fix the amount in cash or
otherwise to be reserved as working capital, and to authorize and cause to be
executed the mortgages and liens upon property and franchises of the
corporation.
The Board of Directors shall, from time to time, determine whether, and
to what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation, or any of them, shall be
open to the inspection of the shareholders; and no shareholder shall have the
right to inspect any account, book or document of this corporation except as
conferred by the Statutes of Nevada, or authorized by the Directors or by
resolution of the shareholders.
No sale, conveyance, transfer, exchange or other disposition of all or
substantially all of the property, and assets of this corporation shall be made
unless approved by the vote or written consent of the shareholders entitled to
exercise two-thirds (2/3) of the voting power of the corporation.
The shareholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the corporation outside of
the State of Nevada, and at such place as may from time to time be designated by
the bylaws or by resolution of the Board of Directors or shareholders, except as
otherwise required by the laws of the State of Nevada.
The corporation shall indemnify each present and future officer and
director of the corporation who serves at the request of the corporation as an
officer or director of any other corporation, whether or not such person is also
an officer or director of the corporation, against all costs, expenses and
liabilities, including the amounts of judgments, amounts paid in compromise
settlements and amounts paid for services of counsel and other related expenses,
which may be incurred by or imposed on him or her in connection with any claim,
action, suit, proceeding, investigation or inquiry hereafter made, instituted or
threatened in which he or she may be involved as a party or otherwise by reason
of any past or future action taken or authorized and approved by him or her or
any omission to act as such officer or director, at the time of the
<PAGE>
Articles of Incorporation
Page 3
incurring or imposition of such costs, expenses, or liabilities, except such
costs, expenses or liabilities as shall relate to matters as to which he or she
shall in such action, suit or proceeding, be finally adjudged to be liable by
reason of his or her negligence or willful misconduct toward the corporation or
such other corporation in the performance of his duties as such officer or
director. As to whether or not a director or officer was liable by reason of his
or her negligence or willful misconduct toward the corporation or such other
corporation in the performance of his duties as such officer or director. in the
absence of such final adjudication of the existence of liability, the Board of
Directors and each officer and director may conclusively rely upon an opinion of
legal counsel selected by or in the manner designated by the Board of Directors.
The foregoing right of indemnification shall not be exclusive of other rights to
which any such officer or director may be entitled as a matter of law or
otherwise, and shall inure to the benefit or the heirs, executors,
administrators and assigns of each officer or director.
Authority is hereby granted to the shareholders of this corporation to
Vote to change, from time to time, the authorized number of directors of this
corporation by a duly adopted amendment to the bylaws of this corporation.
7. INCORPORATOR. The name and post office address of the incorporator
signing these Articles of Incorporation is Herman G. Herbig, Post Office Box 879
Minden, Nevada 89423-0879; Telephone (702) 782-400").
THE UNDERSIGNED, being the original incorporator hereinbefore named,
for the purpose of forming a corporation to do business both within and without
the State of Nevada, and in pursuance of the general corporation law of the
State of Nevada, does make and file this certificate, hereby declaring and
certifying that the facts hereinabove stated are true. and accordingly have
hereunto set my hand.
DATED AND DONE June 17, 1997.
/S/ Herman G "Herbig
------------------------
HERMAN G. HERBIG
1638 Esmeralda Avenue
Post Office Box 879
Minden, Nevada 89423-0879
Office: (702) 782-400")
Fax: (702) 782-6025
HERMAN G. HERBIG, LTD.
<PAGE>
Articles of Incorporation
Page 4
STATE OF NEVADA )
)ss.
COUNTY OF DOUGLAS )
On November 21 1996, before me, the undersigned Notary Public, duly
commissioned and sworn, personally appeared HERMAN G. HERBIG, known to me to be
the person whose name is subscribed to the within instrument, and who
acknowledged to me that he executed the same freely and voluntarily and for the
uses and purposes therein mentioned.
/S/ Sandy Dombrowski
- --------------------
NOTARY PUBLIC
SANDY DOMBROWSKI
Notary Public - Nevada
Douglas County
My Appointment Expires Mar. 1, 1999
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
1. HERMAN G. HERBIG, hereby certify that on June 17, 1997, I accepted the
appointment as Resident Agent of SUN RIVER INVESTMENT CO. in accordance with
the provisions of NRS 78.090. Furthermore, that the registered office in this
State is located at:
1638 Esmeralda Avenue
Post Office Box 879
Minden, Nevada 89423-0879.
IN WITNESS WHEREOF, I have set my hand June 17, 1997.
/S/ Herman G "Herbig
------------------------
HERMAN G "HERBIG
1638 Esmeralda Avenue
Post Office Box 879
Minden, Nevada 89423-0879
Office: (702) 782-400")
Fax: (702) 782-6025
Herman G. Herbig, Ltd.
--------------------------------------------
SUN RIVER Investment CO.
A Nevada Corporation
Secretary of State File NO. _____
--------------------------------------------
BYLAWS
--------------------------------------------
ARTICLE 1 - OFFICES
1.1 Registered Or Statutory Office, And Resident Agent The registered or
statutory office of the corporation in the State of Nevada is located in
Minden, Nevada. The registered, statutory or resident agent of the
corporation in charge of such office is THE BUSINESS ADVANTAGE, INC., a
Nevada corporation.
1.2 Other Places Of Business. Branch or subordinate offices or places of
business may be established at any time by the Board of Directors at any
place or places where the corporation is qualified to do business.
ARTICLE 2 - SHAREHOLDERS
2.1 Annual Meeting. The annual meeting of shareholders shall be held upon not
less than ten, nor more than fifty, days written notice of the time-. place
and purposes of the meeting, at 10:00 o'clock A.M. on the anniversary date
of incorporation of each year, at the principal office of the corporation
or at such other time and place as shall be specified in the notice of
meeting, in order to elect directors and transact such other business as
shall come before the meeting, including the election of any officers as
required by law. If that date is a legal holiday, the meeting shall be held
at the same hour on the next succeeding business day.
2.2 Special Meetings. A special meeting of shareholders may be called for any
purpose by the President or the Board of Directors, or as permitted by law.
A special meeting shall be held upon not less than ten, nor more than
fifty, days written notice of the time, place and purposes of the meeting.
2.3 Action Without Meeting. The shareholders may act without a meeting if.
prior or subsequent to such action, each shareholder who would have been
entitled to vote upon such action shall consent in writing to such
action. Such written consent or consents shall be filed in the minute book.
2.4 Quorum. The presence at a meeting in person or by proxy of the holders of
shares entitled to cast a majority (more than 50%) of all shares issued and
outstanding shall constitute a quorum.
2.5 Record Date. The record date for all meetings of shareholders shall be as
fixed by the Board of Directors or as provided by Statute.
ARTICLE 3 - BOARD OF DIRECTORS
3.1 Number and Term of Office. The Board of Directors shall consist of three in
number, or the number of shareholders, whichever shall be the least. Each
director shall be elected by the shareholders at each annual meeting and
shall hold office until the next annual meeting of shareholders and until
that director's successor shall have been elected and qualified.
3.2 Regular Meetings. A regular meeting of the Board shall be held without
notice immediately following and at the same place as the annual
shareholders' meeting for the purposes of electing officers and conducting
such other business as may come before the meeting. The Board, by
resolution. may provide for additional regular meetings which may be held
without notice, except to members not present at the time of the adoption
of the resolution.
3.3 Special Meetings. A special meeting of the Board may be called at any time
by the President or by the Directors for any purpose. Such meeting shall be
held upon not less than five (5) days notice if given orally (either by
telephone or in person), or by telegraph, or upon not less than ten (10)
days notice if given by
<PAGE>
depositing the notice in the United States Mail, postage prepaid. Such
notice shall specify the time, place and purposes of the meeting.
3.4 Action Without Meeting. The Board may act without a meeting if, prior to
such action, each member of the Board shall consent in writing thereto.
Such consent or consents shall be filed in the minute book.
3.5 Quorum. A majority of the entire Board shall constitute a quorum for the
transaction of business.
3.6 Vacancies in Board of Directors. Vacancies in the Board, whether caused by
removal, death, mental or physical incapacitation or any other reason,
including vacancies caused by an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining Directors,
even though less than a quorum of the Board, or by a sole remaining
director.
ARTICLE 4 - WAIVERS OF NOTICE
Any Notice required by these Bylaws, the Articles of Incorporation or the
law of the State of Nevada may be waived in writing by any person entitled to
notice. The waiver or waivers may be executed either before, at or after the
event with respect to which notice is waived. Each Director or shareholder
attending a meeting without protesting the lack of proper notice, prior to the
conclusion of the meeting, shall be deemed conclusively to have waived such
notice.
ARTICLE 5 - OFFICERS
5.1 Election. At its regular meeting following the annual meeting of
shareholders, the Board shall elect a President, a Treasurer, a Secretary
and such other officers as shall be elected by the shareholders. It may
elect such other officers, including one or more Vice Presidents, as it
shall deem necessary. One person may hold three or more offices, and one
person may hold the offices of President Secretary and Treasurer at the
same time.
5.2 Duties and Authority of President The President shall be chief executive
officer of the Corporation. Subject only to the authority of the Board, he
shall have general charge and supervision over, and responsibility for, the
business and affairs of the corporation. Unless otherwise directed by the
Board, all other officers shall be subject to the authority and supervision
of the President. The President may enter into and execute in the name of
the corporation, contracts or other instruments in the regular course of
business or contracts or other instruments not in the regular course of
business which are authorized, either generally or specifically, by the
Board. He shall have the general powers and duties of management ,usually
vested in the office of President of a corporation.
5.3 Duties and Authority of Vice-President. The Vice President shall perform
such duties and have such authority as from fame to time may be delegated
to him by the President or by the Board. In the event of the absence,
death, inability or refusal to act by the President the Vice President
shall perform the duties and be vested with the authority of the President.
5.4 Duties and Authority of Treasurer. The Treasurer shall have the custody of
the funds and securities of the Corporation and shall keep or cause to be
kept regular books of account for the corporation. The Treasurer shall
perform such other duties and possess such other powers as are incident to
that office or as shall be assigned by the President or the Board.
5.5 Duties and Authority of Secretary. The Secretary shall cause notices of all
meetings to be served as prescribed in these Bylaws and shall keep, or
cause to be kept the minutes of all meetings of the shareholders and the
Board. The Secretary shall perform such other duties and possess such other
powers as are incident to that office or as are assigned by the President
or the Board.
5.6 Removal of Officers. The Board may remove any officer or agent of the
corporation if such action, in the judgment of the Board, is in the best
interest of the corporation. Appointment or election to a corporate office
shall not, of itself, establish or create contract rights.
5.7 Vacancies in Offices. The Board, in its absolute discretion, may fill all
vacancies in offices, regardless of the cause of such vacancies, for the
remainder of the terms of the offices.
<PAGE>
ARTICLE 6 - AMENDMENTS TO AND EFFECT OF BYLAWS
FISCAL YEAR; ISSUANCE OF STOCK
6.1 Force and Effect of Bylaws. These Bylaws are subject to the provisions of
the law of the State of Nevada and the Corporation's Articles of
Incorporation, as it may be amended from time to time. If airy provision in
these Bylaws is inconsistent with a provision in the laws of the State of
Nevada or the Articles of Incorporation, the laws of the State of Nevada
shall govern.
6.2 Incorporator. Wherever in these Bylaws references are made to more than one
incorporator, director or shareholder, they shall, if this is a sole
incorporator, director, shareholder corporation, be construed to mean the
solitary person; and all provisions dealing with the quantum of majorities
or quorums shall be deemed to mean the action by the one person
constituting the corporation.
6.3 Amendments to Bylaws. These Bylaws may be altered, amended or repealed by
the shareholders or the Board. Any Bylaw adopted, amended or repealed by
the shareholders may be amended or repealed by the Board, unless the
resolution of the shareholders adopting such Bylaw expressly reserves to
the shareholders the right to amend or repeal it.
6.4 Fiscal Year. The fiscal year of the corporation shall begin on the first
day of January of each year.
DATED December 27,1996
/s/
------------------------
Secretary
Certificate of Secretary
------------------------
THIS IS TO CERTIFY that I am the duly elected and qualified Secretary of SUN
RIVER Investment CO. for the meeting held on this date. The foregoing Bylaws,
constituting a true original copy were duly adopted as the Bylaws of said
corporation on this date by the Directors of said corporation. Said Bylaws have
not been modified or rescinded and at the date of this Certificate are in full
force and effect.
In Witness Whereof, I have hereunto set my hand on this day December 27, 1996
/s/
------------------------
Secretary
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA ON July 15, 1997.
*Certificate No. ** ** Shares **
Sun River Investment Co.
Secretary of State File No. _____________
COMMON STOCK
This certifies that __________________is the owner(s) of ____________ fully paid
and non-assessable shares of Sun River Investment Co., a Nevada corporation,
transferable only on the books of the Corporation by the holder hereof, in
person or by duly authorized Attorney, upon surrender of this Certificate,
properly endorsed.
In Witness Whereof, the Corporation has caused this Certificate of be issued and
signed by its duly appointed officers on ________.
_______________________________ _______________________________
President Secretary
$0.01 PAR VALUE PER SHARE
To Whom It May Concern: February 8, 2000
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of February 8, 2000, on the Financial
Statements of Sun River Investment Co., as of January 31, 2000, in any filings
that are necessary now or in the near future with the U.S. Securities and
Exchange Commission.
Very truly yours,
/s/ Barry L. Friedman
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0001108613
<NAME> Sun River Investment Co.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JAN-31-2000
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 45
<CURRENT-LIABILITIES> 1,300
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1,255)
<TOTAL-LIABILITY-AND-EQUITY> 45
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
