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Xsunx Inc – ‘DEFA14A’ on 6/12/03

On: Thursday, 6/12/03, at 5:50pm ET · As of: 6/13/03 · Effective: 6/13/03 · Accession #: 1072588-3-247 · File #: 0-29621

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/13/03  Xsunx Inc                         DEFA14A     6/13/03    1:30K                                    Ball Jodie L/FA

Additional Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Additional Definitive Proxy Solicitation Material     13     55K 

DEFA14A 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
Proxy Statement Pursuant to Section 14(a) of the
 Securities Exchange Act of 1934

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      
[ ]      Preliminary Proxy Statement                                            
[ ]      Confidential, for Use of the Commission Only                           
(as permitted by Rule 14a-6(e)(2))                            
[X]      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:           

-----------------------------------------------------------------               
2)  Aggregate number of securities to which transaction applies:              

-----------------------------------------------------------------               
 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):                                    

-----------------------------------------------------------------               
4)  Proposed maximum aggregate value of transaction:                          

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

DEFA14A 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
SUN RIVER MINING, INC.
 7609 Ralston Road
Arvada, CO 80002
 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

July 3, 2003

Dear  Shareholder:                                                              

     We cordially invite you to attend Sun River Mining,  Inc.'s Special Meeting
of Shareholders at 1:00 P.M. on July 3, 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 June 5, 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

2 

DEFA14A 3rd Page of 13 TOC 1st Previous Next ↓Bottom Just 3rd
 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
JULY 3, 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 July 3,  2003  and at any  adjournments  thereof  (the
"Meeting").  The Meeting will be held at 7609 Ralston Road, Arvada, CO 80002, at
1:00 P.M.                                                                       

     This Proxy  Statement is first being mailed or given to  Shareholders on or
about June 9, 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.                                                               

3 

DEFA14A 4th Page of 13 TOC 1st Previous Next ↓Bottom Just 4th
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.                   

4 

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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.                                                           

5 

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     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.                                                                       

6 

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     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.                                                

Fractional Shares. Colorado Statutes provide that a corporation may:  

     (a)  Issue  fractions of a share or pay in cash the value of fractions of a
share;                                                      

  (b)  Arrange for disposition of fractional shares by the shareholders...

     It  further  provides  the  holder of a  fractional  share is  entitled  to
exercise the rights of a  shareholder,  including  the right to vote, to receive
dividends, and to participate in the assets of the corporation upon liquidation.
The Company has no present intent to pay fractional  shareholders  the value nor
to arrange any disposition of fractional shares.                                

     Effectively,  there is no market for fractional  shares in the OTCBB market
or the "Pink Sheets" market where the Company may currently be traded.  An owner
of fractional shares must consider them illiquid and unmarketable.              

     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.  There are  frequently
situations where  transaction  costs for odd lots in penny stocks exceed the net
proceeds realized from a sale of the odd lot, effectively  rendering the odd lot
valueless to the holder.                                                        

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.  

7 

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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.                                  

8 

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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.                                                                     

                                                        [Enlarge/Download Table]
                                     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.                                                                                                 

                                       9                                                                                   

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**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.                                                                                                          


                                                        [Enlarge/Download Table]

                                              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.                                                         

                                                        [Enlarge/Download Table]

                                              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            


                                                        [Enlarge/Download Table]


                                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                        


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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.                                                    

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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: June 12, 2003

By the order of the Board of Directors

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

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BALLOT

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

SUN RIVER MINING, INC.
 7609 RALSTON ROAD
ARVADA, CO 80002
PROXY FOR SPECIAL MEETING OF
STOCKHOLDERS, JULY 3, 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 July 3, 2003,  at 1:00 p.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.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFA14A’ Filing	Date	First	Last	Other Filings

	11/30/03	7
	7/3/03	2	13
Filed as of / Effective on:	6/13/03
Filed on:	6/12/03	12		PRER14A
	6/9/03	3
	6/5/03	2	11	PRER14A
	9/30/02	3	12	10KSB, 4, NTN 10K
	8/2/01	8
				List all Filings

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Filing Submission 0001072588-03-000247 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Xsunx Inc – ‘DEFA14A’ on 6/12/03

On: Thursday, 6/12/03, at 5:50pm ET · As of: 6/13/03 · Effective: 6/13/03 · Accession #: 1072588-3-247 · File #: 0-29621

Additional Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Additional Definitive Proxy Solicitation Material — Schedule 14A
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