Edgar Filing: SUN RIVER MINING INC

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

AMENDMENT #2

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12

SUN RIVER MINING, INC.
----------------------
(Name of Registrant as Specified In Its Charter)

Not Applicable
--------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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SUN RIVER MINING, INC.
7609 Ralston Road
Arvada, CO 80002
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

May ______, 2003

Dear Shareholder:

We cordially invite you to attend Sun River Mining, Inc.'s Special Meeting
of Shareholders at 10:00 A.M. on __________________, 2003, at 7609 Ralston Road,
Arvada, CO 80002. The President's Notice of Meeting and the accompanying Proxy
describe the business of the Special Meeting of Shareholders.

The enclosed Proxy statement is being furnished to shareholders of record
on __________, 2003 of Sun River Mining, Inc. ("SRM"), a Colorado corporation,
in connection with the following proposals.

YOU ARE NOT REQUIRED TO SEND US A PROXY AND NO PROXY IS REQUESTED

The holders of a majority of a quorum of one third of the issued and
outstanding shares entitled to vote have indicated that they intend to vote in
favor of these proposals.

Proposal 1: To Authorize a change of the corporate name to a new name
in the discretion of the Board of Directors.

Proposal 2: To Authorize a reverse split of the common stock, one for
twenty, by which each 20 shares shall become one share. Fractional
shares will be issued.

Sincerely,

/s/ Stephen W. Weathers
-------------------------
Stephen W. Weathers, Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14A PROMULGATED THERETO

SUN RIVER MINING, INC.

SPECIAL MEETING OF SHAREHOLDERS
MAY _____, 2003

This Proxy Statement is being furnished to Shareholders of Sun River
Mining, Inc. ("SRM") in connection with the Special Meeting of Shareholders (the
"Meeting") to be held on ____________, 2003 and at any adjournments thereof (the
"Meeting"). The Meeting will be held at the Company Office, 7609 Ralston Road,
Arvada, CO 80002, at 10:00 A.M.

This Proxy Statement is first being mailed or given to Shareholders on or
about ______________, 2003.

We are a Colorado corporation. We are a full-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB).
Information about us can be found in our September 30, 2002 Annual Report filed
on Form 10-KSB. Additional information about us can be found in our public
filings that can be accessed electronically by means of the SEC's home page on
the Internet at http://www.sec.gov, or at other Internet sites such as
http://www.freeedgar.com, as well as by such other means from the offices of the
SEC.

WE ARE NOT ASKING YOU FOR A PROXY
YOU ARE NOT REQUESTED TO SEND US A PROXY

We are not soliciting proxies because a the holders of more than 38%
percent of the shares entitled to vote have indicated that they intend to vote
in favor of these proposals. In light of the size of the holdings of these
shareholders, the current Board and management of the Company deems the
likelihood of a favorable vote on the proposals sufficient. Even if proxies were
solicited, the failure of the Proposals is deemed sufficiently remote that
management is not soliciting proxies. You may, however, mark and send the proxy
attached hereto to record your vote.

COSTS OF PROXY STATEMENT

We will pay the cost of preparing and sending out this proxy statement. It
will be sent to most shareholders via regular mail. A few will receive it by
personal delivery or facsimile.

VOTING

SHAREHOLDERS ENTITLED TO VOTE

Holders of record of common stock, at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Special Meeting. As
of this date, June 5, 2003, 15,352,970 shares of common stock were issued and
outstanding. Each shareholder is entitled to one vote for each share of common
stock held by such shareholder. We have only the single class of stock, namely
our common stock.

QUORUM AND VOTE NECESSARY FOR APPORVALS.

One third of all shares entitled to vote constitutes a quorum to take the
actions proposed. A majority of shares present and voting is sufficient to
approve the proposal for a reverse split if the quorum is present. The holders
of 38% percent of the shares entitled to vote have indicated that they intend to
vote their 5,942,500 shares in favor of these proposals in person or by proxy.

PROXIES

In voting their Common Stock, stockholders may vote in favor of or against
the proposal to approve the proposals on the agenda or may abstain from voting.
Stockholders should specify their choice on the accompanying proxy card. All
properly executed proxy cards delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no specific instruction are given with regard to the matter to be voted upon,
then the shares represented by a signed proxy card will be voted "FOR" the
approval of the Amendment and in the discretion of such proxies to any other
procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Steve Weathers, Secretary, Sun
River Mining, Inc., 7609 Ralston Road, Arvada, CO 80002.

IF THEY WISH TO VOTE, HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.

The person named as proxy is Steve Weathers, a director of the Company.

In addition to the solicitation of proxies by mail, the Company, through
its directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for reasonable out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.

INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON

No officer or director or principal shareholder has a substantial or
material interest in the favorable action on these proposals.

PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION
--------------------------------------------------------------------------------
Proposal 1: To Authorize a change of the corporate name, to a new name in
the discretion of the Board of Directors.

--------------------------------------------------------------------------------

Proposal 1:

We are asking shareholders to authorize a change in the name of this
corporation to a new name in the discretion of the Board of Directors. This
requires an amendment to our Articles of Incorporation.

We believe that the name change in our Articles of Incorporation are in the
best interest of our corporation, to create a name which is not related to a
defunct business attempt.

Proposal 2:

PROPOSED REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING

--------------------------------------------------------------------------------
Proposal 2: To Authorize a reverse split of the common stock on a one for 20
basis, by which each twenty shares shall become one share. Fractional shares
will be issued.
--------------------------------------------------------------------------------

We are asking shareholders to approval a pro-rata reverse split of our
common stock, by which each twenty shares would become one share. We will issue
fractional shares. The effective date of the reverse split will be three days
following the date of the meeting.

We believe the recent per share price of the common stock has had a
negative effect on the marketability of the existing shares, the amount and
percentage of transaction costs paid by individual stockholders, and the
potential ability of the Company to raise capital by issuing new shares.

We believe that reverse split will be advantageous to us and to all
shareholders, because it may provide the opportunity for higher share prices
based upon fewer shares. It is also a factor that most brokerage houses do not
permit or favor lower-priced stocks to be used as collateral for margin
accounts. Certain polices and practices of the securities industry may tent to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those polices and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commissions on the purchase or sale of lower priced stocks may also
represent a higher percentage of the price than the brokerage commission on
higher priced stocks.

As a general rule, potential investors who might consider making
investments in our company will refuse to do so when the company has a large
number of shares issued and outstanding with no equity. In other words, the
"dilution" which new investors would suffer would discourage them from
investing, as general rule of experience. A reduction in the total outstanding
shares may, without any assurance, make our capitalization structure more
attractive.

While our acceptability for ultimate listing on one of the NASDAQ markets
is presently remote, we believe that it is in the interests of our company to
adjust our capital structure in the direction of conformity with the NASDAQ
structural requirements. At the current date, even with the proposed changes we
would not meet NASDAQ criteria. NASDAQ requirements change constantly. There is
no assurance that the proposed changes with meet NASDAQ requirements when, and
if, we are otherwise qualified. There is no assurance that we will qualify for
NASDAQ.

Once the reverse split has occurred, the Company may then be better
structured to seek equity financing, because investors shy away from the very
high dilution which would occur if an investment were made in the current
structure.

TABLE SHOWING EFFECT OF REVERSE SPLIT ONE FOR 20

Shares Pre-Reverse Post Reverse shares
--------------------------------------------------------------------------------
100 5
200 10
300 15
400 20
500 25
600 30
700 35
800 40
900 45
1000 50
2000 100
3000 150
4000 200
5000 250
10,000 500
20,000 1000
50,000 2500
100,000 5000

There is no assurance that any effect of the price of our stock will
result, or that the market price for our common stock, immediately or shortly
after the proposed changes, if approved, will rise, or that any rise which may
occur will be sustained. Market conditions obey their own changes in investor
attitudes and external conditions. We are proposing the steps we deem best
calculation to meet the market attractively. We cannot control the markets
reaction.

Dissenting shareholders have no appraisal rights under Colorado law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the proposed reverse split.

The reverse stock split may leave certain stockholders with one or more
"odd lots" of new common stock, i.e., stock in amounts of less than 100 shares.
These odd lots may be more difficult to sell or require greater transaction cost
per share to sell than shares in even multiples of 100.

SPECIAL MEETING OF SHAREHOLDERS

At the date of this proxy statement, no other matter will presented for
action at the special meeting. Only those matters proposed as discussed will be
voted on at the meeting. Shareholders may propose matters to be presented at
shareholder meetings and also nominate directors. Shareholder proposals must
conform to the standards set out by the Securities Exchange Commission and must
be received at our principal offices on or before, November 30, 2003, in order
to be included in future proxy materials, if any, or presentation at our next
annual meeting of shareholders, anticipated in early March, 2004.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP

As of the call date of the meeting, June 5, 2003, the total number of
common shares outstanding and entitled to vote was 15,352,970.

The holders of such shares are entitled to one vote for each share being
held on the record date. There is no cumulative voting on any matter on the
agenda of this meeting. No additional shares will be issued subsequent to call
date and prior to meeting.

REPORT AVAILABLE

Shareholders may obtain a copy of our most current annual report and later
filings without charge, by writing us at 7609 Ralston Road, Arvada, CO 80002.

BIOGRAPHICAL INFORMATION

STEPHEN W. WEATHERS, age 42, was appointed to the Sun River Mining
Board of Directors on August 2, 2001. Mr. Weathers earned his B. S. in Geology
from Boise State University. He has worked as an environmental geologist both in
the mining industry and oil and gas industry. His duties included permitting,
environmental compliance, environmental remediation/reclamation and natural gas
asset acquisitions both in the United States and Canada. Mr. Weathers worked for
Maxxim Environmental/Terracon from 1997 through 1999 and presently works for a
Duke Energy Field Services which is a natural gas processing company
(1999-2002).

RANDY A. MCCALL, age 52, has been on the Board of Directors of Sun
River Mining, Inc. since the inception of the company and was appointed
President in March 1997. He held the office of President until the appointment
of Steven R. Davis in March 1999. In May 1999, Mr. McCall assumed the positions
of CFO, Corporate Secretary, and Treasurer. In March 2000, he assumed position
of President of the Company again, when Steven R. Davis resigned. Mr. McCall
resigned as President on August 2, 2001 when Stephen B. Doppler was appointed
President. Mr. McCall is currently a Director only. Mr. McCall is a Certified
Public Accountant with over 25 years of senior financial management experience.
Prior to joining the Company, Mr. McCall was an independent consultant providing
tax, accounting, and managerial services. From 1972 to 1993 he has held
positions as the president of a public accounting firm and as the Chief
Executive Officer, Chief Financial Officer and/or Chairman of the Board of
telecommunications and marketing companies including Com-net, Inc., American
Buyers Network, Inc., and Voice Interactive Processing, Inc. Mr. McCall has been
employed since November 1998 by Region III Behavioral Health Services as Fiscal
Director.

THOMAS ANDERSON, age 37, became a director of the Company in August
2001. Mr. Anderson has spent much of the last 10 years working as a geologist in
the environmental consulting field. His primary focus has been stratigraphic,
hydrogeologic, and geochemical characterization, and remediation of hazardous
waste sites. Mr. Anderson completed a M.S. in Environmental Science and
Engineering at the Colorado School of Mines in 1998. Since 1998, he has provided
consulting services to the Department of Energy and Department of Defense for
complex problems encountered during characterization and remediation of
radioactive and hazardous waste sites. He has been a Senior Environmental
Scientist at Concurrent Technologies Corp. from November 2000 to date. From
March 2000 to November 2000 he was employed as a hydrologist at Stone & Webster
Engineering, Inc. From July 1998 to March 2000 he was employed by Advanced
Integrated Management Services as an Environmental Scientist/Engineer. From 1997
to 1998 he was a research assistant at Colorado School of Mines in Graduate
Program/Environmental Science.

Management will devote part time to the operations of the Company, and
any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.

Executive Compensation
-----------------------

The Company accrued $0 compensation to the executive officers as a
group for services rendered to the Company in all capacities during the 2002
fiscal year. No one executive officer received, or has accrued for his benefit,
in excess of $60,000 for the year. No cash bonuses were or are to be paid to
such persons.

The Company does not have any employee incentive stock option plans.

There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.

SUMMARY COMPENSATION TABLE OF EXECUTIVES

Fiscal Annual Compensation Awards
Name & Principal Year Salary Bonus Other Annual Restricted Securities
Position ($) ($) Compensation Stock Underlying
($) Award(s) Options/
($) SARS (#)
---------------------------------------------------------------------------------------------------------------------------

Randy A. McCall,
Former President, 1999 $60,000** 0 0 0 0
Former Secretary 2000 $0 0 0 0 0
2001 $0 0 0 0 0
2002 $0 0 0 0 0

Stephen B. Doppler,
President & Chairman 2001 $0 0 0 0 0
(resigned 2002) 2002 $0 0 0 0 0

Stephen W. Weathers,
Secretary 2001 $0 0 0 0 0
2002 $0 0 0 0 0
----------------------------------- ------------------------ ----------------------------------- ----------------

*$1,500 for partial month March 1999, $6,750 for April, and $7,500 for each
month thereafter in 1999 and while employed in 2000, total 1999 salary expense -
Steven R. Davis = $68,250.

**accrued, but not paid

In addition to the salaries above, salaries were paid or accrued to past
officers, Joseph R. Wojcik $42,500, and Sam Del Cielo $17,500, for a total in FY
1999 of $165,750.

Directors' Compensation

Name Annual Meeting Consulting Number Number of
Retainer Fees ($) Fees/Other of Securities
Fee($) Fees ($) Shares Underlying
(#) Options
SARS (#)
---------------------------------------------------------------------------------------------------------------------------
A. Director, Randy A. McCall $0 $0 0 0 0
B. Director, Thomas Anderson $0 $0 0 0 0
C. Director, Steve Weathers $0 $0 0 0 0
----------------------------------------------------------------- ---------------- --------------------------------

Option/SAR Grants Table (None)

Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

No officer or director has received any other remuneration in the two
year period prior to the filing of this registration statement. There is no
current plan in existence, to pay or accrue compensation to its officers and
directors for services related to seeking business opportunities and completing
a merger or acquisition transaction. See "Certain Relationships and Related
Transactions." The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.

Option/SAR Grants Table

Name Number of Securities % of Total Exercise Expiration
Underlying Options/SARs or Price Date
Options/SARs Granted to Employees ($/Sh)
Granted (#) in Fiscal Year
--------------------------------------------------------------------------------------------------------------------
None 0 0 0 0

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

Name Shares Value Number of Securities Value of Unexercised
Acquired Realized Underlying In the Money
on ($) Unexercised Options/SARs at FY-
Exercise Options/SARs at FY- End ($) Exercisable/
(#) End (#) Exercisable/ Unexercisable
Unexercisable
---------------------------------------------------------------------------------------------------------------------
None 0 0 0 0

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

The Company has 15,352,970 shares of common stock issued and outstanding as
of June 5, 2003. There are no shares of preferred stock issued and outstanding
as of June , 2003. The table below sets forth certain information with respect
to the common stock beneficially owned by (i) each Director, nominee and
executive officer of the Company; (i) each person who owns beneficially more
than 5% of the common stock; and (iii) all Directors, nominees and executive
officers as a group.

OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF JUNE 5, 2003

--------------------------------------------------------------------------------
Name and Address of Amount and Nature
Beneficial Owner of Beneficial Ownership (1) Percentage of Class
--------------------------------------------------------------------------------
Randy McCall
Former President and Director
1909 "P" Street
Ord, NE 68862 1,580,000 10.2%

Stephen W. Weathers
Secretary & Director
1926 S. Xenon St.
Lakewood, CO 80228 135,700 .9%

Thomas Anderson
Director
1020 21st Street
Golden, Colorado 80401 238,000 1.5%

Paul Enright
7391 Grant Ranch Rd., #1312
Littleton, CO 80123 1,900,000 12.3%

K. Mark Skow
P.O. Box 3614
Carefree, AZ 85377 1,843,000 11.9%

All directors and executive
officers as a group (3 persons) 1,953,700 12.6%

Notes to the table:

(1) Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT

Under Section 16 of the Securities Exchange Act 1934, the Company's
directors and executive officers and persons holding more than 10% of its common
stock are required to report their initial ownership of common stock and
subsequent changes to that ownership to the Securities and Exchange Commission
by specified due dates. To the Company's knowledge all of these filing
requirements were satisfied.

OTHER AND GENERAL INFORMATION.

Our Annual Report on Form 10-KSB, for the year ended September 30, 2002,
including audited financial statements as of that date, is available from us on
request. Further information is available by request or can be accessed on the
Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports, proxy
statements and other information filed by GTMR can be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov or at other
Internet sites such as http://www.freeedgar.com or http://www.pinksheets.com.

You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.

SUN RIVER MINING, INC.

Dated: _______________, 2003

By the order of the Board of Directors

/s/ Stephen W. Weathers
-----------------------
Stephen W. Weathers, Secretary

BALLOT

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SUN RIVER MINING, INC.
7609 RALSTON ROAD
ARVADA, CO 80002
PROXY FOR SPECIAL MEETING OF
STOCKHOLDERS, JULY ____, 2003

The undersigned hereby appoints Steve Weathers proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Drucker, Inc. held of record by the undersigned at the
Special Meeting of Stockholders to be held on June, 2003, at 10:00 a.m., at 7609
Ralston Road, Arvada, CO 80002, and at any adjournment thereof, upon the matters
described in the accompanying Notice of Special Meeting and Proxy Statement,
receipt of which is hereby acknowledged, and upon any other business that may
properly come before, and matters incident to the conduct of, the meeting or any
adjournment thereof. Said person is directed to vote on the matters described in
the Notice of Special Meeting and Proxy Statement as follows, and otherwise in
their discretion upon such other business as may properly come before, and
matters incident to the conduct of, the meeting and any adjournment thereof.

1. To change the name of the corporation to a name to be determined by the Board
of Directors.

[_] FOR [_] AGAINST [_] ABSTAIN

2. To authorize a reverse split of the common stock on a one for twenty basis,
by which each twenty shares shall become one share. Fractional shares will be
issued.

[_] FOR [_] AGAINST [_] ABSTAIN

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.

----------------------------------------
Signature of Stockholder

----------------------------------------
Signature if held jointly

Dated: __________________________, 2003

IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.