UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549




                                  SCHEDULE 13D /A
                    Under the Securities Exchange Act of 1934


                             Sun River Energy, Inc.

                                (Name of Issuer)

                                  Common Stock
                                  ------------

                         (Title of Class of Securities)

                                   86686U 103
                                   ----------

                                 (CUSIP Number)

       Richard L. Toupal, 9 Thornhurst, San Antonio, TX 78218 210-928-1350
       -------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                January 29, 2009
                                 --------------
             (Date of Event which Requires Filing of this Statement)



If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Persons who respond to the collection of information  contained in this form are
not required to respond  unless the form displays a currently  valid 0MB control
number.









CUSIP No. 86686u 103

         1.       Names of Reporting Persons.
                  I.R.S.  Identification Nos. of above persons (entities only).
                  Mr. Richard L. Toupal

         2.      Check the Appropriate Box if a Member of a Group
                 (See Instructions)

                 (a)
                 (b)

         3.      SEC Use 0nly

         4.      Source of Funds (See Instructions)   PF
                                                      --
         5.      Check if Disclosure of Legal Proceedings Is Required Pursuant
                 to Items 2(d) or 2(e)

         6.      Citizenship or Place of Organization

Number of        7.       Sole Voting Power      1,221,495
                                                 -------
Shares
Beneficially by  8.       Shared Voting Power      629,235
                                                  ------
Owned by Each
Reporting        9.       Sole Dispositive Power    1,221,495
                                                   --------
Person With
Power           10.       Shared Dispositive Power   629,235
                                                     -----

         11.      Aggregate Amount Beneficially Owned by Each Reporting Person

                  1,221,495
                  --------

         12.      Check if the Aggregate Amount in Row (II) Excludes Certain
                  Shares (See Instructions)

         13.      Percent of Class Represented by Amount in Row (II)     6.64%
                                                                         -----

         14.      Type of Reporting Person (See Instructions)

                                   Individual





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ITEM 1. Security and Issues

This  statement  on Schedule  13D relates to shares of $0.0001 par value  Common
Stock of Sun River  Energy,  Inc. , a Colorado  Corporation.  The address of its
principal office is 7609 Ralston Road, Arvada, CO 80002.

ITEM 2. Identity and Background

     (a)  This  statement on Schedule 13D is being filed on behalf of Richard L.
          Toupal.

     (b)  Mr. Toupal's address is 9 Thornhurst, San Antonio, TX 78218.

     (c)  Mr.  Toupal  is a  dentist  and owns and  operates  his own  practice,
          Richard L Toupal, DDS PA in San Antonio, Texas.

     (d)  Mr.  Toupal has not during the last five years,  been  convicted  in a
          criminal   proceeding   (excluding   traffic   violations  or  similar
          misdemeanors.

     (e)  Mr.  Toupal  has not,  during the last five  years,  been a party to a
          civil  proceeding  of a judicial or  administrative  body of competent
          jurisdiction and as a result of such proceeding was or is subject to a
          judgment,  decree or final order  enjoining  future  violations of, or
          prohibiting  or  mandating  activities  subject  or,  federal or state
          securities laws or finding any violation with respect to such laws.

     (f)  Mr. Toupal is a citizen of the United States.

ITEM 3. Source of Funds or other Consideration

            Personal Funds

ITEM 4. Purpose of the transaction

Other than as set forth above,  Mr. Toupal does not currently have any new plans
or proposals,  either  individually or collectively  with another person,  which
relates to or would result in:

     (a)  The acquisition by any person of additional securities of SNRV.

     (b)  An   extraordinary   corporate   transaction,   such   as  a   merger,
          reorganization   or   liquidation,   involving  SNRV  or  any  of  its
          subsidiaries;

     (c)  A sale or  transfer  of a material  amount of assets of SNRV or any of
          its subsidiaries;

     (d)  Any change in the present  board of directors or  management  of SNRV,
          including  any  plans or  proposals  to change  the  number of term or
          directors or to fill any existing vacancies on the board;

     (e)  Any material change in the present  capitalization  or dividend policy
          of SNRV;

     (f)  Any other material change in SNRV's business or corporate structure;

     (g)  Changes in SNRV's charter, bylaws or instruments corresponding thereto
          or other actions which may impede the  acquisition  of control of SNRV
          by any person;
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     (h)  Causing a class of  securities  of SNRV to be delisted from a national
          securities  exchange or to cease to be  authorized  to be quoted in an
          inter-dealer system of a registered national securities association;

     (i)  A class of equity securities of SNRV becoming eligible for termination
          of registration pursuant to Section 12(g)(4) of the Act; or

     (j) Any action similar to any of those enumerated above.

     Mr. Toupal acquired 710,000 shares of the common stock of Sun River Energy,
Inc.  (SNRV) in private  transactions  from April 2009 through January 2010. Mr.
Toupal  acquired  511,495  shares  of the  common  stock of SNRV in open  market
transactions, purchased from April 2009 through January 2010.

ITEM 5. Interest in Securities of the Issuer.

     The  percentages of  outstanding  shares of Sun River Energy,  Inc.  common
stock  reported  below are based on the statement that on January 29, 2010 there
were 18,397,995 shares of SNRV's common stock issued and outstanding.

     (a)  Mr.  Toupal  beneficially  owns or may be deemed to  beneficially  own
          shares of SNRV as follows:

          1,221,495 common shares which represents 6.64% of the total issued and
     outstanding common stock on January 29, 2010.

     (b)  For information regarding the number of shares of SNRV common stock as
          to  which  Mr.  Toupal  holds  or  shares  or may be  deemed  to hold,
          reference  is made to  items  (7) - (12) of the  cover  page  for this
          statement on Schedule 13D.

     (c)  Other than the purchases as set forth herein, there have been no other
          transactions  in shares of SNRV common  stock  effected by Mr.  Toupal
          during the past 60 days.

     (d)  No person other than Mr.  Toupal has the right to receive or the power
          to direct the receipt of dividends from, or the proceeds from the sale
          of, the shares of SNRV common  stock  reported  as being  beneficially
          owned (or which may be deemed to be beneficially owned) by Mr. Toupal.

     (e)  Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.

            Mr.  Toupal  has  no  contracts,  arrangements,   understandings  or
relationships  (legal or  otherwise)  with  other  persons  with  respect to the
securities of SNRV, other than as described in this statement on Schedule 13d.

ITEM 7. Material to be Filed as Exhibits.

None.
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                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                       Dated:      January 29, 2010






                                            /s/Richard L. Toupal
                                             -------------------
                                               Richard L. Toupal







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