Sun River Energy (SNRV) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

SCHEDULE B

SUN RIVER ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements and related notes are presented to show effects of the acquisition of the working and net revenue interests of certain properties purchased by Sun River from Katy effective February 7, 2011.

The pro forma condensed consolidated statements of operations are presented to show net income attributable to common stock as if the Acquisitions occurred effective February 7, 2011 during the entire period presented. The pro forma condensed consolidated balance sheet is based on the assumption that the Acquisitions were effective the first day at the beginning of the period.

     Pro forma data are based on assumptions and include adjustments as explained in the notes to the unaudited pro forma condensed consolidated financial statements. The pro forma data are not necessarily indicative of the financial results that would have been attained had the Acquisitions occurred on the dates referenced above, and should not be viewed as indicative of operations in future periods. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto, Sun River's Annual Report on Form 10-K for the year ended April 30, 2010, its Quarterly Report on Form 10-QSB for the quarter ended January 31, 2011, and all reports on form 8-K during the periods, and the Statement of Combined Revenues and Direct Operating Expenses included herein as

SCHEDULE A.

 Sun River Energy, Inc.

 Consolidated Balance Sheets

 (Unaudited)

	January 31, 2011												April 30, 2010
							Proforma												Proforma
	Sun River			Acquisition			Adjustments			Proforma			Sun River			Acquisition			Adjustments			Proforma
Assets
Current assets
Cash and cash equivalents	$	568,189									568,189		$	39,817									39,817
Accounts receivable, net		140,387			213,279						353,666			-			208,536						208,536
Total current assets		708,576			213,279			0			921,855			39,817			208,536			0			248,353
Oil and gas properties—net, based on full cost method of
accounting		6,944,995			12,972,623			11,189			19,928,807			998,781			12,972,623			(44,607	)		13,926,797
Property and equipment—net		98,210									98,210			-									-
Goodwill		286,605									286,605			-									-
Deposits		464,496			(450,000	)					14,496			-									-
Total assets	$	8,502,882			12,735,902			11,189			21,249,973		$	1,038,598			13,181,159			(44,607	)		14,175,150
Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable and accrued expenses	$	2,300,213			220,276						2,520,489		$	1,639,948			636,045						2,275,993
Accounts payable - related party		80,403						240,000			320,403									320,000			320,000
Asset retirement obligations – current		16,660						8,263			24,923			-						8,733			8,733
Notes payable		717,685									717,685			628,616									628,616
Notes payable - related party					4,000,000						4,000,000						4,000,000						4,000,000
Convertible notes payable – related party		1,000,000									1,000,000			575,679									575,679
Total current liabilities		4,114,961			4,220,276			248,263			8,583,500			2,844,243			4,636,045			328,733			7,809,021
Asset retirement obligations		22,625						90,381			113,006			-						92,513			92,513
Total liabilities		4,137,586			4,220,276			338,644			8,696,506			2,844,243			4,636,045			421,246			7,901,534
Commitments and contingencies
Stockholders’ equity (deficit)
Preferred Stock, 8,750,000 shares authorized, par value $.01 no shares issued and outstanding at January 31, 2011 and April 30, 2010, respectively
8% Series A cumulative convertible preferred stock, par value $.01; authorized 1,250,000 shares, 147,806 and 0 shares issued as of January 31, 2011 and April 30, 2010, respectively.		953			556						1,509			-			556						556
Common stock — $.0001 par value; authorized, 100,000,000 shares; 26,027,005 shares at January 31, 2011  and 20,957,705 issued shares at April 30, 2010		2,444			158						2,602			1,938			158						2,096
Additional paid-in-capital		16,856,017			8,521,909						25,377,926			7,416,145			8,971,909						16,388,054
Accumulated deficit		(12,023,683	)		(6,997	)		(327,455	)		(12,358,135	)		(8,753,293	)		(427,509	)		(465,853	)		(9,646,655	)
Common stock to be delivered for debt		(470,435	)								(470,435	)		(470,435	)								(470,435	)
Total stockholders’ equity (deficit)		4,365,296			8,515,626			(327,455	)		12,553,467			(1,805,645	)		8,545,114			(465,853	)		6,273,616
Total liabilities and stockholders' equity (deficit)	$	8,502,882			12,735,902			11,189			21,249,973		$	1,038,598			13,181,159			(44,607	)		14,175,150

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

 SUN RIVER ENERGY, INC.

Consolidated Statements of Operations

 (Unaudited)

	For the Three Months Ended												For the Nine Months Ended											For the Year Ended
	January 31, 2011												January 31, 2011											April 30, 2010
							Proforma											Proforma												Proforma
	Sun River			Acquisition			Adjustments			Proforma			Sun River			Acquisition		Adjustments			Proforma			Sun River			Acquisition			Adjustments			Proforma
Revenues	$	-		$	-		$	-		$	-		$	-		$	213,279	$	-		$	213,279		$	-		$	208,536		$	-		$	208,536
Operational expenses:
Depreciation, depletion and amortization		20,088									20,088			47,784					79,647			127,431			540						135,443			135,983
Consulting expenses		338,502									338,502			1,357,474								1,357,474			1,049,227									1,049,227
Litigation expense		1,748									1,748			42,333								42,333			150,000									150,000
Lease operating expense and taxes		11,085			5,974						17,059			21,190			153,609					174,799			-			547,156						547,156
General and administrative		1,365,008									1,365,008			2,243,552								2,243,552			1,140,035									1,140,035
Total operational expenses		1,736,431			5,974			-			1,742,405			3,712,333			153,609		79,647			3,945,589			2,339,802			547,156			135,443			3,022,401
Net loss from operations		(1,736,431	)		(5,974	)		-			(1,742,405	)		(3,712,333	)		59,670		(79,647	)		(3,732,310	)		(2,339,802	)		(338,620	)		(135,443	)		(2,813,865	)
Other income (expenses)
Interest income		485									485			485								485			920									920
Interest expense		(56,401	)					(82,603	)		(139,004	)		(108,542	)				(247,808	)		(356,350	)		(114,318	)					(330,410	)		(444,728	)
Forgiveness of debt		-									-			-								-			75,773									75,773
Gain on settlement of litigation		-									-			550,000								550,000												-
Total other income (expenses)		(55,916	)		-			(82,603	)		(138,519	)		441,943			-		(247,808	)		194,135			(37,625	)		-			(330,410	)		(368,035	)
Net loss		(1,792,347	)		(5,974	)		(82,603	)		(1,880,924	)		(3,270,390	)		59,670		(327,455	)		(3,538,175	)		(2,377,427	)		(338,620	)		(465,853	)		(3,181,900	)
Less dividends on preferred shares		(25,966	)					(22,222	)		(48,188	)		(25,966	)				(66,667	)		(92,633	)		(25,966	)					(88,889	)		(114,855	)
Net loss applicable to common stockholders	$	(1,818,313	)	$	(5,974	)	$	(104,825	)	$	(1,929,112	)	$	(3,296,356	)	$	59,670	$	(394,122	)	$	(3,630,808	)	$	(2,403,393	)	$	(338,620	)	$	(554,742	)	$	(3,296,755	)
Per share information
Net loss per common share
Basic and diluted		(0.08	)		(0.00	)					(0.07	)		(0.15	)		0.04					(0.15	)		(0.14	)		(0.21	)					(0.17	)
Weighted average number
of common stock outstanding		24,138,397			1,583,710						25,722,107			22,120,108			1,583,710					23,703,818			17,479,385			1,583,710						19,063,095

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

SUN RIVER ENERGY, INC AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

     The unaudited pro forma statement of operations for the year ended April 30, 2010, is based on the financial statements of Sun River Energy, Inc. for the year ended April, 2010, the audited statement of combined revenues and direct operating expenses for properties purchased from Katy, and the adjustments and assumptions described below.

     The unaudited pro forma statement of operations for the three and nine months ended January 31, 20111 and the unaudited pro forma balance sheet as of January 31, 2011 are based on the unaudited financial statements of Sun River as of and for the three and nine months ended January 31, 2011, the unaudited statement of combined revenues and direct operating expenses for properties purchased from Katy, for the three and nine months ended January 31, 2011, and the adjustments and assumptions described below.

PRO FORMA ADJUSTMENTS

     The unaudited pro forma statements of operations reflect the following adjustments:

a. Record incremental depletion and amortization expense ("DD&A") using the units-of-production method, resulting from the purchase of properties from Katy, based on the reserve report from Cawley, Gillespie & Associates, Inc. dated November 30, 2010.

b. Record interest expense associated with debt of approximately $4 million incurred under Sun River's note due to the acquisition to fund a portion of the purchase price. Applicable interest rates on the note were 8 percent for all applicable periods.

c. Record the 1,587,710 shares issued with the purchase of the Katy properties.  200,000 shares were valued at $2.25 (the closing price when the deposit was agreed to).  1,387,710 shares were valued at $4.75 based on the closing price on the date of the Amended Purchase and Sale Agreement.

d. Record the dividends payable associated with the issuance of the preferred stock.

e. Record the accretion associated with the asset recovery obligation.

    The unaudited pro forma balance sheet reflects the following adjustments:

1.  Record the purchase price of properties from Katy funded with:

 .  $1 million raised by the issuance of Series A cumulative convertible preferred stock, net after commissions would have been 55,556 shares.

 .  $4 million raised by the issuance of a note payable to Katy, at a stated interest rate of 8% per annum

 . The issuance of 1,583,710 restricted common stock shares.

 2.  Record the associated plugging and abandonment costs associated with the Katy properties.

 3.  Record the associated receivable and payable derived from the direct revenues and expenses of the Katy properties.

 4.  Record the associated interest expense with the note payable.

 5.  Record the associated dividends due from the preferred stock issued to raise the $1 million in cash due on the acquisition of the Katy properties.

     The following table sets forth certain unaudited pro forma information concerning Sun River's proved oil and gas reserves as of January 31, 2011 giving effect to the purchase of properties from Katy as if they had occurred on February 7, 2011. There are numerous uncertainties inherent in estimating the quantities of proved reserves and projection of future rates of production and timing of development expenditures. The following reserve data represents estimates only and should not be construed as being exact.

Sun River Energy, Inc.

	Gas			Oil
Total Proved Reserves:	(MCF)			(BLS)
Proved Developed		8,889,967			1,235
Proved Developed - Behind Pipe		18,791,000			6,400
Proved Undeveloped		167,369,000			53,300
Production		(54,476	)		(115	)
Balance at April 30, 2010		194,995,491			60,820
Proved Developed		8,939,000			1,300
Proved Developed - Behind Pipe		18,791,000			6,400
Proved Undeveloped		167,369,000			53,300
Production		(51,754	)		(90	)
Balance at January 31, 2011		195,047,246			60,910

     The following table sets forth unaudited pro forma information concerning the discounted future net cash flows from proved oil and gas reserves of Sun River Energy as of January 31, 2011, net of income tax expense, and giving effect to the acquisition of the Katy properties as if they had occurred on November 30, 2011. There has been no provision for income tax expense due to net operating loss carry-forwards available to Sun River.  Cash flows relating to the Acquisitions are based on Cawley, Gillespie & Associates, Inc., evaluation of reserves and on information provided by Sun River. The information should be viewed only as a form of standardized disclosure concerning possible future cash flows that would result under the assumptions used but should not be viewed as indicative of fair market value.  Reference should be made to Sun River's financial statements for the fiscal year ended April 30, 2010, and the Statement of Combined Revenues and Direct Operating Expenses included herein as Schedule A, for a discussion of the assumptions used in preparing the information presented.

Sun River Energy, Inc.

	As of  January 31, 2011
Future cash flows	$	118,551,900
Severance taxes	$	8,736,400
Ad Valorem taxes	$	2,196,300
Future operating expenses	$	22,638,500
Future development costs	$	29,129,700
Future net cash flows	$	55,851,000
10% discount factor	$	(39,291,500	)
Standardized measure of dscounted future net cash inflows	$	16,559,500
Estimated future development cost anticipated
for following two years on existing properties	$	29,082,158