Green Technology Solutions, Inc. - FORM 10-K

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EX-31.1 - Green Technology Solutions, Inc.	v178673_ex31-1.htm
EX-14 - Green Technology Solutions, Inc.	v178673_ex14.htm
EX-31.2 - Green Technology Solutions, Inc.	v178673_ex31-2.htm
EX-32.2 - Green Technology Solutions, Inc.	v178673_ex32-2.htm
EX-32.1 - Green Technology Solutions, Inc.	v178673_ex32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For Annual and Transition Reports pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 (Mark One)

x	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended

December 31, 2009

¨	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-11248

SUNRISE ENERGY RESOURCES, INC.

(Name of Registrant as specified in its charter)

Delaware	84-0938688
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

570 7th Avenue
New York, New York	10018
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (917) 4634210

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Check weather the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act ¨

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

SEC 2337 (12-05)

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

Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark weather the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

State issuer’s revenues for its most recent fiscal year: $Nil

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 26, 2010 within past 60 days: $34,931

As of March 26, 2010, the Registrant had 23,690,037 shares of common stock issued and outstanding, or committed for issuance.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x

SUNRISE ENERGY RESOURCES, INC.FORM

10-K

TABLE OF CONTENTS

	Part I.
Item 1.	Description of Business	3
Item 2.	Description of Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Submission of Matters to a Vote of Security Holders	4

	Part II.

Item 5.	Market for Common Equity and Related Stockholder Matters	5
Item 6.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 7.	Financial Statements and Supplementary Data	8
Item 8.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	10
Item 8a.	Controls and Procedures	10
	Part III.

Item 9.	Directors, Executive Officers, Promoters and Control Persons	11
Item 10.	Executive Compensation	13
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	13
Item 12.	Certain Relationships and Related Transactions	14
Item 13.	Principal Accountant Fees and Services	14

	Part IV.

Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	15

Signatures		15

Certifications

PART I.

ITEM 1. DESCRIPTION OF BUSINESS

This Annual Report contains forward looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). All statements, other than statements of historical fact, contained in this report are forward looking statements, including, without limitation, statements regarding the future financial position, business strategy, proposed acquisitions, budgets, litigation, projected costs and plans and objectives of or involving Sunrise or EP. Sunrise Shareholders can identify many of these statements by looking for words such as “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward looking statements are based will occur. Forward looking statements are subject to risks, uncertainties and assumptions, including those discussed elsewhere in this report. Although Sunrise believes that the plans, intentions and expectations represented in such forward looking statements are reasonable, there can be no assurance that such plans, intentions and expectations will prove to be correct. Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward looking statements contained herein include: risks inherent in the future prices for oil and natural gas, political and regulatory risks, risks inherent in currency exchange rates, risks inherent in the prices for services and government fiscal regimes and the risk that actual results will vary from the results forecasted and such variations may be material.

The information contained in this report, including the information set forth under “Risk Factors”, identifies additional factors that could affect the operating results and performance of Sunrise. We urge you to carefully consider those factors.

The forward looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward looking statements included in this Report are made as at the date of this Annual Report and Sunrise undertakes no obligation to publicly update such forward looking statements to reflect new information, subsequent events or otherwise.

As used in this annual report, the terms "we", "us", "our", "Company" and "Sunrise" means Sunrise Energy Resources, Inc., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report.

COMPANY OVERVIEW

Sunrise Energy Resources, Inc. (“Sunrise” or the “Company”) was incorporated in the State of Delaware on April 1 1991. Until December 31, 2008 we were engaged in the exploration and development of oil and gas in the Ukraine. All operating activities of Sunrise Energy Resources Inc. were conducted through our wholly owned Ukrainian subsidiaries, TOV Energy-Servicing Company Esko Pivnich (“Esko Pivnich” or “EP”) and Pari (“Pari”) both formed as Ukrainian Closed Joint Stock Companies (CJSC).

On June 24, 2009, the Company and Millington Solutions LLC (“Millington”) executed a Share Purchase Agreement regarding the transfer of 100% stakes in Esko Pivnich and Pari to Millington in full settlement of the convertible debenture notes owed by Sunrise to Millington. Millington Solutions LLC agreed to assume and hold the Company harmless of any and all liabilities associated with Esko Pivnich and Pari whether existing prior to the sale or arising afterwards including without limitation any and all environmental remediation liabilities. The Company and Millington Solutions have agreed that regardless of the actual date of executing the definitive agreements, December 31, 2008 shall be deemed the effective closing date for the disposal. The transaction was contingent on receiving the board approval and the majority common stockholder approval both of which were obtained on June 30, 2009.

Availability of Reports

Sunrise’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 (a) or 15 (a) of the Securities Act of 1934 are available from the Securities and Exchange Commission and can be found on the SEC’s website at www.sec.gov

Offices and Employees

The headquarters of Sunrise Energy Resources, Inc. are located in New York City at 570 Seventh Avenue, New York, NY 10018. The Company currently has 2 full time employees.

Transferability of our common shares

Sunrise Energy Resources` common stock is listed on the OTC Bulletin Board quotation system under the symbol SEYR.OB.

Unregistered Sales of Equity Securities

During the year ended December 31, 2009, the Company issued 147,700 shares to purchasers outside the United States in consideration of the net proceeds of $147,701. The sale of the shares is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as the purchaser had full information concerning the business and affairs of Registrant and all certificates issued bear appropriate restrictive legends. No underwriter was involved in the transaction.

Amendments to Articles of Incorporation or Bylaws; Change in Name

As described in Company’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2004, the Company amended and restated its Certificate of Incorporation effective October 1, 2004. A copy of the Amended and Restated Certificate of Incorporation was filed as an exhibit to the Form 10-QSB.

The Amended and Restated Certificate of Incorporation increased the Company’s authorized Capital from 10,000,000 shares of $1.00 par value common stock to 77,500,000 million shares, par value $0.001, of which up to 2,500,000 shares may be designated as preferred shares, par value $0.001. In addition, the name of the Company was changed from Sunrise Energy Services, Inc. to Sunrise Energy Resources, Inc.

ITEM 2. DESCRIPTION OF PROPERTY

As of the date of this report, the Company has no significant property.

ITEM 3. LEGAL PROCEEDINGS

We are not aware of any material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or, to the best of our knowledge, any registered or beneficial shareholders are involved or have a material interest against us in a matter concerning Sunrise or our operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 30, 2009, the Company's sale of its subsidiaries Esko Pivnich and Pari to Millington to settle the convertible debentures held by Millington was approved by holders of approximately 85% of the Company’s outstanding shares. No other matters were submitted to a vote of security holders during the year ended December 31, 2009.

PART II:

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

Sunrise Energy Resources` common stock is listed on the OTC Bulletin Board quotation system under the symbol SEYR.OB. On or about February 1, 2005 NevWest Securities, a NASD member firm filed Form 15c211 with the NASD to initiate quotation of our post transaction stock on the OTCBB quotation system. Our common stock began quotation on the OTC Bulletin Board on or about May 23, 2005.

The following quotations reflect the high and low daily closing prices for our common stock for the periods indicated below are as follows:

OTC Bulletin Board

Quarter ended	High		Low

March 31, 2009	$	0.11	$	0.01

June 30, 2009	$	0.11	$	0.008

September 30, 2009	$	0.04	$	0.01

December 31, 2009	$	0.02	$	0.006

Computershare Trust Company Inc., located at 350 Indiana Street Suite 800 Golden Colorado 80401 (Tel 303-262-0600 Fax 303-262-0700) is the registrar and transfer agent for our common shares.

As of March 26, 2010, we had 23,690,037 shares of common stock outstanding or committed for issuance, and approximately 1,250 stockholders of record. This number of stockholders does not include stockholders who hold our securities in street name.

Dividend Policy

We have not declared or paid any cash dividends since inception. Although there are no restrictions that limit our ability to pay dividends on our common shares, we intend to retain our future earnings for use in our operations and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. We do not anticipate that cash dividends will be issued in the foreseeable future.

Changes in Securities

The Amended and Restated Certificate of Incorporation became effective October 1, 2004 and increased Company’s authorized Capital from 10,000,000 shares of $1.00 par value common stock to 77,500,000 million shares, par value $0.01, of which up to 2,500,000 shares may be designated as preferred shares, par value $0.001. In addition, the name of the Company was changed from Sunrise Energy Services, Inc. to Sunrise Energy Resources, Inc.

ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OF PRINCIPAL CONDITIONS AND OPERATIONS

Risk Factors

(SEE ALSO DISCUSSION OFCERTAIN RISK FACTORS IN ITEM 1 OF THIS ANNUAL REPORT)

Much of the information included in this Annual Report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

Our common shares are considered speculative during our search for new and additional business opportunities. Prospective investors should consider carefully the risk factors set out below and elsewhere in this Report.

Limited operating history; anticipated losses; uncertainly of future results

The Company has a limited operating history upon which an evaluation of its prospects can be made. There can be no assurance that the Company will effectively execute its business plan and expand its operations, or that the Company’s future operational and financial objectives will be met. Future development and operating results will depend on many factors, including access to adequate capital, the demand for the Company’s products, the level of product and price competition, the Company’s success in setting up and expanding distribution channels, and whether the Company can control costs. Many of these factors are beyond the control of the Company. In addition, the Company’s future prospects must be considered in light of the risks, expenses, and difficulties frequently encountered in establishing a new business in the oil and gas industry, which is characterized by intense competition, rapid technological change, highly litigious competitors and significant regulation.

Regulation

Although we will be subject to regulation under the Securities Exchange Act of 1934, management believes that we will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event that we engage in business combinations which result in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940, meaning that we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our company under the Investment Company Act of 1940 and, consequently, any violation of such act would subject us to material adverse consequences.

Indemnification of Directors, Officers and Others

Our by-laws contain provisions with respect to the indemnification of our officers and directors against all expenses (including, without limitation, attorneys’ fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that the person is one of our officers or directors) incurred by an officer or director in defending any such proceeding to the maximum extent permitted by Delaware law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company under Delaware law or otherwise, we have been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Future Dilution

Our statutory documents authorize the issuance of 75,000,000 common shares, each with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors’ interests in our Company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws or corporate charter. Without any anti-takeover provisions, there is no deterrent for a take-over of the Company, which may result in a change in our management and directors.

Discussion and Analysis of Financial Condition

Following the sale of Esko Pivnich and Pari, our activities were confined to providing management consulting services to clients in the United States and Europe. It is anticipated that we will require only nominal capital to maintain our corporate viability and the necessary funds will most likely be provided by income arising from our consulting activities. We anticipate that our immediate cash needs will be covered by loans provided by our shareholders. However, in the event our income from consulting activities proves insufficient or if we fail to identify and complete an acquisition of an operating business and/or do not raise significant outside financing, there is substantial doubt about our ability to continue as a viable corporation.

Going Concern - These financial statements have been prepared on a going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, these financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

In order to continue as a going concern, the Company requires additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to continue as a going concern, it would likely be unable to realize the carrying value of the Company's assets reflected in the balances set out in the preparation of financial statements. The Company's limited revenue history, high concentration of credit risk in consequence of its dependence on a single major customer and limited funding raise substantial doubt about the Company's ability to continue as a going concern.

Plan of operations

At the present time, we are actively marketing our management consulting services to clients in the United States and Europe. Simultaneously, we are investigating possible business opportunities with the intent to acquire or merge with one or more business ventures.

Results of Operations

Sales, general and administrative expenses

Sales, general and administration expenses in 2009 went down to $297,360 from $510,794 in 2008. The reduction was mainly caused by smaller professional expenses as a result of the disposal of operating business in the beginning of 2009.

Interest expense

Net interest expense went down from $427,467 in 2008 to $116,123 in 2009 mainly as a result of the extinguishment of the Dutchess Note in February 2008.

Net income

The accounting net income of $2,889,465 in 2009 resulted from the disposal of Esko Pivnich and Pari that were previously written down during 2008 following the reserve report from the Company’s geologists showing the absence of proved reserves at Esko Pivnich’s key producing field.

Liquidity and Capital Resources

Since inception, we have financed our operations from private sources. We anticipate continuing losses in the near future while we are establishing our management consulting business and seeking a business combination. We are currently discussing various financing options with private investors that include Company shareholders however, no assurance can be provided as to if, when and in what amount such new financing may be received by the Company. Failure to timely receive such financing may cause us to significantly curtail or altogether suspend our capital expenditure program. This may, in turn, have material adverse effect on our production activities.

Cash flow

Cash used by operating activities for the years ended December 31, 2009 and 2008 amounted to $272,364 and $521,301 respectively.

Cash Requirements

The Company anticipates it will require around $40,000 in 2010 to continue in operating existence. The Company anticipates raising this amount from the cash generated by its management consultancy business and/or through shareholder loans. However, there is no certainty these cashflow expectations would materialize and the timing of those cashflows.

Critical Accounting Policies and Recent Accounting Pronouncements

We have identified the policies below as critical to our business operations and the understanding of our financial statements. The impact of these policies and associated risks are discussed throughout Management’s Discussion and Analysis where such policies affect our reported and expected financial results. A complete discussion of our accounting policies is included in Note 1 of the Notes to the Financial Statements.

Use of Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from these estimates.

Revenue Recognition

For revenue from product sales, the Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements” (“SAB 104”). SAB 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured.

Criterion (1) is met as every delivery is covered by a separate contract and the title passes to the customer only upon customer’s acceptance at point of destination, which is in compliance with criterion (2). Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered and accepted by its customers. In accordance with the Company’s standard contract terms, once delivered and accepted the product cannot be returned and no claims can be presented to the Company. The Company recognizes revenue on gross basis.

Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company earned an accounting net income of $2,889,465 during the year ended December 31, 2009, and, as of December 31, 2009, the Company’s current liabilities exceeded its current assets by $433,079.

Accordingly, our independent auditors included an explanatory paragraph in their report on the December 31, 2009 financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The Report of Independent Registered Public Accounting Firm, John A. Braden & Co., P.C. on the financial statements of Sunrise Energy Resources, Inc. (the “Company”) for the year ended December 31, 2009 is included herein immediately preceding the audited financial statements for the respective periods.

SUNRISE ENERGY RESOURCES, INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

Index
Report of Independent Registered Public Accounting Firm – John A. Braden & Company, P.C.	F-1
Balance Sheet	F-2
Statement of Operations and Comprehensive Loss	F-3
Statements of Changes in Stockholders’ Equity (Capital Deficit)	F-4
Statements of Cash Flows	F-5
Notes to the Financial Statements	F-5-F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE DIRECTORS AND STOCKHOLDERS OF SUNRISE ENERGY RESOURCES, INC:

We have audited the accompanying balance sheet of Sunrise Energy Resources, Inc. (“the Company”) as of December 31, 2009 and December 31, 2008, and the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years ended December 31, 2009 and 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sunrise Energy Resources, Inc at December 31, 2009, and the related results of their operations and cash flows for the years ended December 31, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company earned a net income of $2,889,465 during the year ended December 31, 2009, and, as of December 31, 2009, the Company’s current liabilities exceeded its current assets by $433,079. These factors, among others, including the Company’s ability to develop the properties for which the Company has licenses, as discussed in Note 1 to the financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

John A. Braden & Company, P.C.

Houston, Texas

March 26, 2010

F-1

SUNRISE ENERGY RESOURCES INC.

BALANCE SHEETS

(Expressed in US Dollars)

	December 31,			December 31,
	2009			2008
				(as restated)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	38		$	17,428
Other current assets					116,123

TOTAL ASSETS	$	38		$	133,551

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Other accounts payable – related party		382,365			275,091
Interest payable – related party		22,476			22,476
Other accounts payable		28,276			3,280
Deferred income					4,731,802

Total current liabilities		433,117			5,032,649

STOCKHOLDERS’ EQUITY
Common Stock, $.001 par value, 75,000,000 authorized, 23,690,037 and 23,542,337 issued and outstanding as of December 31, 2009 and December 31, 2008		23,690			23,542
Additional Paid in Capital		6,626,723			6,479,170
Retained earnings (Accumulated deficit)		(7,083,492	)		(9,972,957	)
Other comprehensive loss					(1,428,853	)
Total stockholders' equity (deficit)		(433,079	)		(4,899,098	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	38		$	133,551

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

F-2

SUNRISE ENERGY RESOURCES INC. STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in US Dollars except share amounts)

	For the year ended
	December 31
	2009			2008
				(as restated)
OPERATING EXPENSES
Sales, general and administrative expenses	$	(297,360	)	$	(510,794	)

OPERATING LOSS		(297,360	)		(510,794	)

OTHER EXPENSES
Net interest expense		(116,123	)		(427,467	)

LOSS BEFORE TAX AND EXTRAORDINARY ITEMS		(413,483	)		(938,261	)

Gain on disposal of discontinued operations		3,302,948
Loss from operations of discontinued segment					(5,511,137	)

NET LOSS		2,889,465			(6,449,338	)

COMPREHENSIVE INCOME/(LOSS)	$	2,889,465		$	(6,449,398	)

BASIC LOSS (EARNINGS) PER SHARE	$	0.12		$	(0.29	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		23,616,187			22,623,510

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

F-3

SUNRISE ENERGY RESOURCES INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(CAPITAL DEFICIT)

(Expressed in US Dollars except share amounts)

							Retained			Accumulated			Total Stockholder's
	Common				Additional		Earnings			Other			Equity
	Stock				Paid-in		(Accumulated			Comprehensive			(Capital
	Shares		Amount		Capital		Deficit)			(Loss)			Deficit)
BALANCE, DECEMBER 31, 2007		21,704,682	$	21,705	$	4,643,353	$	(3,523,559	)	$	( 32,192	)	$	1,109,307

Private placement of shares		1,837,655		1,837		1,835,817								1,837,654
Net loss for the year								(6,449,398	)					(6,449,398	)
Other comprehensive loss											(1,396,661	)		(1,396,661	)

BALANCE, DECEMBER 31, 2008		23,542,337	$	23,542	$	6,479,170	$	(9,972,957	)	$	(1,428,853	)	$	(4,899,098	)

Private placement of shares		147,700		148		147,553								147,701
Net loss for the year								2,889,465						2,889,465
Other comprehensive gain1											1,428,853			1,428,853

BALANCE, DECEMBER 31, 2009		23,690,037	$	23,690	$	6,626,723	$	(7,083,492	)	$	-		$	(433,079	)

(1) Removal of previously recorded foreign currency translation adjustments associated with the Company’s Ukrainian operations

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

F-4

SUNRISE ENERGY RESOURCES INC.

STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

	For the year ended December 31,
	2009			2008 (as restated)

CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:
Net income/(loss)	$	2,889,465		$	(6,449,398	)
Adjustments to reconcile net loss to net cash in operating activities:
Gain on disposal of discontinued segment		(3,302,948	)
Loss from operations of the discontinued segment					5,511,137
Increase in other accounts payable and accruals		24,996
Increase in interest payable		116,123			416,960
NET CASH FLOW FROM OPERATING ACTIVITIES		(272,364	)		(521,301	)

CASH PROVIDED BY FINANCING ACTIVITIES:
Short term notes repaid					(558,257	)
Short term loans received from related parties		107,273
Proceeds from share issuance		147,701			1,837,655
NET CASHFLOW FROM FINANCING ACTIVITIES		254,974			1,279,398

CASH USED IN INVESTING ACTIVITIES
Investment into discontinued operations					(740,702	)
NET CASH FLOW FROM INVESTING ACTIVITIES					(740,702	)

INCREASE (DECREASE) IN CASH		(17,390	)		17,395
CASH, at the beginning of the period		17,428			33

CASH, at the end of the period	$	38		$	17,428
Interest paid in cash	$	-		$	-
Income tax paid in cash	$	-		$	-

F-5

1. NATURE OF BUSINESS

Sunrise Energy Resources Inc. currently has its headquarters at the following address: 570 Seventh Avenue, Suite 800, New York, New York 10018.

At December 31, 2009 the company employed 2 people.

2. PRESENTATION OF FINANCIAL STATEMENTS

Basis of Presentation – These financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Going concern — The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company earned a net income of $2,889,465 during the year ended December 31, 2009, and as of December 31, 2009, the Company’s current liabilities exceeded its current assets by $433,079.

In order to maintain its corporate status and finance its operating costs, the Company plans to rely on the potential cashflow from its new management consulting business and/or shareholder loans. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Use of Estimates and Assumptions – The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Due to the inherent uncertainty in making those estimates, actual results reported in future periods could differ from such estimates.

Functional and Reporting Currency – US dollar is the reporting currency of the accompanying financial statements.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation – The financial statements incorporate the financial statements of Sunrise Energy Resources Inc. and other enterprises, where the Company, directly or indirectly exercises control. Control is achieved where the Company has the power to govern the financial and operating policies of an investee enterprise so as to obtain benefits from its activities. All significant intercompany transactions, balances and unrealized gains (losses) on transactions are eliminated on consolidation.

Revenue Recognition – For revenue from product sales, the Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements” (“SAB 104”). SAB 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured.

F-6

Criterion (1) is met as every delivery is covered by a separate contract and the title passes to the customer only upon customer’s acceptance at point of destination, which is in compliance with criterion (2). Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered and accepted by its customers. In accordance with the Company’s standard contract terms, once delivered and accepted the product cannot be returned and no claims can be presented to the Company. The Company recognizes revenue on gross basis.

Cash and Cash Equivalents – Cash include petty cash and cash held in checking bank accounts. Cash equivalents include short-term investments with an original maturity of three months or less that are readily convertible to known amount of cash which are subject to insignificant risk of changes in value. Cash and cash equivalents as of December 31, 2009 consisted of USD balances at the Company’s checking account with Citibank.

Loans and Other Borrowings – All loans and borrowings are recorded at the proceeds received, net of direct issue costs.

Borrowing Costs – Borrowing costs are recognized as an expense in the period in which they are incurred.

Trade and Other Payables – Liabilities for trade and other amounts payable are stated at their nominal value.

Income Taxes – Income tax has been computed based on the results for the year as adjusted for items that are non-assessable or non-tax deductible.

The Company has adopted Financial Accounting Standards No. 109 (“SFAS 109”), under which the deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.

Deferred tax is calculated at rates that are expected to apply to the period when the asset is realized or the liability is settled. It is charged or credited to the income statement, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

Fair value of Financial Instruments — The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of financial instruments approximate their carrying values due to the immediate or short term maturity of these financial instruments.

Earnings (Loss) per Share – Earnings (loss) per share are computed in accordance with SFAS No. 128, “Earnings Per Share”. Basic earnings (loss) per share are calculated by dividing the net income (loss) available to common stockholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, dilutive common equivalent shares are excluded from the loss per share calculation as the effect would be anti-dilutive.

Comprehensive Income - Statement of SFAS 130, “Reporting Comprehensive Income,” establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Foreign exchange measurement gains and losses of the Company are reflected in Comprehensive gains and losses.

F-7

New accounting pronouncements:

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

ASC Topic 855, "Subsequent Events", ASC Topic 810, "Accounting for Transfers of Financial Assets", ASC Topic 105 "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- were recently issued. Above codifications have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2010-03 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

4. OTHER ACCOUNTS PAYABLE AND ACCRUALS

Other accounts payable and accruals as of December 31, 2009 and December 31, 2008 consisted of the following:

	12/31/2009		12/31/2008

Professional Services	$	28,276		3,280

Related parties
Advances from shareholders		382,365		275,091

Total	$	410,641	$	278,371

The amounts of $28,276 as of 12/31/2009 and $3,280 as of 12/31/2008 were due to the Company’s auditor and financial printer. The amounts of $382,365 as of 12/31/2009 and $275,091 as of 12/31/2008 represent loans from shareholders with no specific terms paid to the Company during 2005-2006 and 2009.

5. INTEREST PAYABLE

Interest payable of $22,476 as of December, 31 2009 and December, 31 2008 represented interest accrued on the loans from related parties (Note 4).

6. SHAREHOLDERS’ EQUITY

During 2009, the Company raised $147,701 from private placements of 147,701 shares Company’s unregistered stock to non-US investors in reliance on Regulation S as promulgated under the Securities Act of 1933.

No dividends were declared or paid by the Company during the periods ended December 31, 2009 and December 31, 2008.

7. INCOME/LOSS PER COMMON SHARE

Basic net loss per common share has been computed based on the weighted-average number of shares of common stock outstanding during the applicable period. In accordance with SFAS No. 128 “Earnings per share”, diluted net income per common share is computed based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the applicable period, as if all potentially dilutive securities were converted into common stock. However, according to paragraph 16 of SFAS No. 128, no potential common shares shall be included in the computation of any diluted per share amount when a loss from continuing operations exists.

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	Year Ended December 31,
	2009			2008
	(Unaudited) (in US dollars, except Per share amounts)

Loss from continuing operations	$	(413,483	)	$	(938,261	)
Income/(Loss) from discontinued operations		3,302,948			(5,511,137	)
Net income/(loss) attributable to common stockholders	$	2,889,465		$	(6,449,338	)

Weighted average common shares outstanding, basic		23,616,187			22,553,685
Loss from continuing operations per common share, basic		(0.02	)		(0.04	)
Income/(Loss) from discontinued operations per common share, basic		0.14			(0.25	)
Income/(Loss) per common share, basic	$	0.12		$	(0.29	)

Weighted average common shares outstanding, diluted		23,616,187			22,553,685
Loss from continuing operations per common share, basic		(0.02	)		(0.04	)
Income/(Loss) from discontinued operations per common share, basic		0.14			(0.25	)
Loss per common share, diluted	$	0.12		$	(0.29	)

8. RELATED PARTIES

Related parties include shareholders and entities under common ownership. Transactions with related parties are performed on terms that are comparable to those available to unrelated parties. For details of related party balances outstanding as of December 31, 2009 and December 31, 2008 (Notes 4 and 5).

Our related parties are CJSC Infox, Zaccam Trading, Ltd.. and Burisma Holdings Limited. During the year ended December 31, 2009 we received $147,701 from Zaccam Trading, Ltd in equity financing and $107,274 in short-term loan financing from Burisma Holdings Limited to finance general corporate expenses.

9. COMMITMENTS AND CONTINGENCIES

Environmental remediation – Under the laws of Ukraine the Company is obligated to conform to certain environmental remediation obligations related to the oil and gas production activities. This amount can not be estimated but is not considered to be material. In accordance with the share purchase agreement executed by the Company and Millington Solutions LLC, Millington would assume all environmental remediation obligations relating to the oil & gas properties previously held by the Company through its former subsidiaries Esko Pivnich and Pari.

Litigation – The Company has been and continues to be the subject of legal proceedings and adjudications from time to time. Management believes that the resolution of all business matters which will have a material impact on the Company’s financial position or operating results have been recorded.

10. RISK MANAGEMENT POLICIES

Management of risk is an essential element of the Company’s operations. The main risks inherent to the Company’s operations are those related to credit risk exposures, market movements in foreign exchange rates and in interest rates. A description of the Company’s risk management policies in relation to those risks follows.

Credit risk – The Company is exposed to credit risk which is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss.

Interest rate risk – Interest rate risk arises from the possibility that changes in interest rates will affect the value of the financial instruments.

Currently, the Company management approach to the interest risk limitation is borrowing at fixed rates and for short periods.

11. SUBSEQUENT EVENTS

None

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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 8a. CONTROLS AND PROCEDURES

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s CEO and the company’s CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

As of December 31, 2009, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2009, as a result of the identification of the material weakness described below.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some person, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

The Company’s management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of qualified personnel in the Company’s accounting department required to present the financial reports it in accordance with US GAAP including all disclosures on a timely basis.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities Exchange Commission that permit the company to provide only management’s report in this annual report.

Conclusion

The above identified material weakness did not result in material audit adjustments to our 2009 financial statements. Based on our current size and size of operations, we do not believe it is economically feasible to remediate this weakness. We cannot assure you that, as circumstances change, any additional material weakness will not be identified.

Changes in internal control over financial reporting

The Company’s principal executive officers and principal financial officer have concluded that there were no changes in the Company’s internal controls over the financial reporting or disclosure controls and procedures or in other factors during the last fiscal year that have materially affected or are reasonably likely to materially affect these controls as of the end of the period covered by this report based on such evaluation.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF COMPANY

Directors and Executive Officers

All directors of our company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name	Position	Age	Date elected or appointed
Konstantin Tsiryulnikov	CEO, Sunrise Energy Resources, Inc.	31	December – 2004

David A. Melman	Independent Director of Sunrise Energy Resources Inc	67	1997

Roman Livson	CFO, Sunrise Energy Resources, Inc.	39	August 2005

Leon Golden	Independent Director, Sunrise Energy Resources, Inc.	47	December – 2004

Directors and Key Personnel

Mr. Konstantin Tsiryulnikov, President, CEO, of Sunrise Energy Resources. Mr. Tsiryulnikov is president of Odessa Consulting (Canada), and has extensive experience in international business relating to the former Soviet Union countries, concentrating in the Oil and Gas industry. Mr. Tsiryulnikov also serves as the manager of international relations for the L.Z. Group (Canada). Mr. Tsiryulnikov holds an International Business Certificate from the Kyiv Financial Institute and a B.S. degree from the University of Toronto.

Mr. David A. Melman, Mr. Melman, currently serves as the Chairman of the Board of Directors of Sunrise Energy Resources. Mr. Melman also currently serves as President and CEO of British American Natural Gas Corporation, a company engaged in oil and gas exploration in Mozambique, Africa. From 1997 until January 2005 Mr. Melman served as President and sole director of Sunrise Energy Services, Inc. Mr. Melman serves as a director of Republic Resources, Inc. (OTC Pink Sheets) and Swift LNG Inc., a company recently licensed to commercialize certain patents granted to the Los Alamos National Laboratories to transform natural gas into Liquefied Natural Gas. Mr. Melman was a director of Beta Oil and Gas Inc. 2003-2004, predecessor to Petrohawk Energy, Inc. (NYSE) and of Omni Energy Services, Inc. (NASDAQ) from 2004-2005. Mr. Melman holds a B.S. degree in economics and J.D. and LLM law degrees.

Mr. Roman Livson, CFO. Mr. Livson has served as the managing director of Thor Capital Group, Inc. heading its investment banking department since its foundation in 2002. Prior to that he headed the investment banking department of Thor United Corp. He brings to the company a valuable expertise in the Eastern European energy sector. Mr. Livson worked for Coopers and Lybrand from 1994-1998 and received a Master's degree in Mathematics of Finance from Columbia University in 2002.

Mr. Leon Golden, Independent director of Sunrise Energy Resources. Mr. Golden is a certified public accountant with over 17 years of experience. For the past two years, Mr. Golden has had his own CPA practice in New York City, and prior to that he worked as a public accountant for another New York City CPA firm for fifteen years. Mr. Golden serves on the board of directors of ABDC (OTCBB—ABDV). Mr. Golden holds a B.S. degree in Accounting from Brooklyn College.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has a Compensation Committee and an Audit Committee. The Audit Committee currently consists of two directors Leon Golden and David Melman. The Compensation Committee is made up of Mr. Golden.

The purpose of the Compensation Committee is to review the Company’s compensation of its executives, to make determinations relative thereto and to submit recommendations to the board of Directors with respect thereto in order to ensure such officers and directors receive adequate and fair compensation.

During the fiscal year ending 12/31/2009, the Audit Committee was responsible for the general oversight of audit, legal compliance and potential conflict of interest matters, including (a) recommending the engagement and termination of the independent public accountants to audit the financial statements of the Company, (b) overseeing the scope of the external audit services, (c) reviewing adjustments recommended by the independent public accountant and addressing disagreements between the independent public accountants and management, (d) reviewing the adequacy of internal controls and management’s handling of identified material inadequacies and reportable conditions in the internal controls over financial reporting and compliance with laws and regulations, and (e) supervising the internal audit function, which may include approving the selection, compensation and termination of internal auditors.

For the fiscal year ended 12/31/2009, the Board of Directors conducted discussions with management and the independent auditor regarding the acceptability and the quality of the accounting principles used in the reports in accordance with Statements on Accounting Standards (SAS) No. 61. These discussions included the clarity of the disclosures made therein, the underlying estimates and assumptions used in the financial reporting and the reasonableness of the significant judgments and management decisions made in developing the financial statements. The Audit Committee also discussed the other items with the auditors required by SAS No. 61 as amended. In addition, the Board of Directors discussed with the independent auditor the matters in the written disclosures required by Independence Standards Board Standard No. 1.

For the fiscal year ended 12/31/2009, the Board of Directors have also discussed with management and its independent auditors issues related to the overall scope and objectives of the audits conducted, the internal controls used by the Company, and the selection of the Company’s independent auditor.

Pursuant to the reviews and discussions described above, the Board of Directors recommended that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 for filing with the Securities and Exchange Commission.

Audit Committee Financial Expert

Our Board of Directors has determined that Mr. Leon Golden is an “audit committee financial expert”. Members of our Audit Committee are independent under SEC Rule 10A-3.

Code of Ethics

The Company has adopted its Code of Ethics and Business Conduct for Officers, Directors and Employees that applies to all of the officers, directors and employees of the Company.

Compliance with Section 16(b) of the Exchange Act

Based solely on our review of Forms 3, 4, and 5, and amendments thereto which have been furnished to us, we believe that during the year ended December 31, 2009 all of our officers, directors, and beneficial owners of more than 10% of any class of equity securities, timely filed, reports required by Section 16(a) of the Exchange Act of 1934, as amended.

ITEM 10. EXECUTIVE COMPENSATION

The Company estimates the fair value of the management compensation for 2009 to be not materially different from these accrued ones:

Name and principal position	Actual salary
Konstantin Tsirulnikov	$	44,325
CEO of Sunrise Energy Resources, Inc.

Roman Livson	$	25,175
CFO of Sunrise Energy Resources, Inc.

Leon Golden	Currently Nominal
Independent Director, Sunrise Energy Resources, Inc.

David A. Melman
Independent Director of Sunrise Energy Resources, Inc.	Currently Nominal

Total	$	69,500

The Company has not entered into any definitive compensation agreements with its senior management. There were no stock options outstanding as at December 31, 2009.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables sets forth, as of March 26, 2010, the number of and percent of our common stock beneficially owned by (a) all directors and nominees, naming them, (b) our executive officers, (c) our directors and executive officers as a group, without naming them, and (d) persons or groups known by us to own beneficially 5% or more of our common stock. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

The following table sets forth for the fiscal year ended December 31, 2008, the individuals or entities known to the Company to beneficially own 5% or more of the Company’s outstanding shares of voting securities.

Name Of Beneficial Owner	Title of Class	Number of Shares			Percent of Class
Burisma Holdings Limited	Common		16,503,817	1		69.67	%
17 GR XENOPOLOU STREET
3106
LIMASSOL
Cyprus

Mr. David A. Melman
5353 Memorial Drive
Suite 4012
Houston Texas 77007	Common		200,000	2		0.84	%

(1) Burisma Holdings Limited, a Cypriot corporation is owned in equal proportions by Messrs. Mykola Lissin and Mykola Zlochewsky, both residents of the Ukraine.

(2) Does not include the shares held by Midland Trust Company, Ltd. which owns 0.84% of the total issued and outstanding shares. Mr. Melman held an irrevocable proxy to vote the above shares on certain matters. Mr. Melman disclaims any beneficial ownership of such shares.

Security Ownership of Management

The following table sets forth information concerning the beneficial ownership of the Company’s New Common Stock for the fiscal year ended December 31, 2009 by Mr. David Melman, Independent Director.

Name and Address of Beneficial Owner		Amount of Beneficial Interest				Percent of Class
Mr. David A. Melman			0.84	%		Common stock

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as discussed below and elsewhere in this Report, there have been no transactions, or proposed transactions, which have materially affected or will materially affect the Company in which any director, executive officer or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

As at the date of this annual report, we do not have any policies in place with respect to whether we will enter into agreements with related parties in the future.

ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During 2009 professional services were mostly rendered for the Company by John A. Braden & Co. P.C. accounting firm while during 2008 the professional services were mostly rendered by GLO CPAs LLLP.

Total professional fees incurred by the Company for the years ended December 31, 2009 and 2008 consisted of the following:

	2009 John A. Braden & Co.		2008 GLO CPAs LLLP
Audit	$	34,996	$	87,139
Audit related		—		—
Tax		—		—
All other fees		—		—
Total	$	34,996	$	87,139

Audit Fees

The Audit Fees for 2009 and 2008 were for services associated with the U.S. GAAP audits, and registration statements.

Audit Related Fees

During 2009 and 2008 we did not pay any audit related fees.

Tax Fees

During 2009 and 2008 we did not pay any tax related fees.

All Other Fees

During 2009 and 2008 we did not pay any other fees.

Audit Committee Pre-Approval Policies and Procedures

The Sarbanes-Oxley Act of 2002 required us to implement a pre-approval process for all engagements with our independent public accountants. In compliance with Sarbanes-Oxley requirements pertaining to auditor independence, our Audit Committee pre-approves the engagement terms and fees of John A. Braden and Co P.C., and previously, GLO CPAs LLLP and John A. Braden and Co, P.C. for all audit and non-audit services, including tax services. Our Audit Committee pre-approved the engagement terms and fees of John A. Braden and Co., P.C. and GLO CPAs LLLP for all services performed for the fiscal year ended December 31, 2009 and 2008.

SUBSIDIARIES:

None

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND REPORTS ON FORM 8-K

Reports on Form 8-K

Form 8-k dated February 12, 2009 regarding the change of certifying accountant.

Form 8-k dated March 16, 2009 regarding material impairments.

Form 8-k dated March 26, 2009 regarding triggering events that accelerate or increase a direct financial obligation or an obligation under a balance sheet arrangement.

Form 8-k dated April 3, 2009 regarding disposition of assets.

Form 8-k dated June 26, 2009 regarding disposition of assets.

The following Financial Statements pertaining to Sunrise Energy Resources are filed as part of this annual report:

Report of Independent Registered Public Accounting Firm – John A. Braden and Co., P.C. for the year ended December 31, 2009

Balance Sheets as of December 31, 2009 and December 31, 2008

Statements of Changes in Stockholders’ Equity (Capital Deficit) for the years ended December 31, 2009 and 2008.

Statement of Operations and Comprehensive Loss for the years ended December 31, 2009 and 2008.

Statements of Cash Flows for the years ended December 31, 2009 and 2008.

Notes to the Financial Statements for the year ended December 31, 2009.

Exhibit Number		Description	Incorporation by Reference
3	1	Amended and Restated Certificate of Incorporation of the Company	Filed as an exhibit to the Form 10-QSB for the quarter ended September 30, 2004; is incorporated herein by this reference.
3	2	Bylaws of the Company	Filed as an exhibit to the Form 10-QSB for the quarter ended September 30, 2004; is incorporated herein by this reference.
10	1	Shareholders Agreement.	Filed as an exhibit to the Form 10-QSB for the quarter ended September 30, 2004; is incorporated herein by this reference.
14		Code of Ethics	Filed Herewith
31	1	Rule 13a-14(a) Certification of Chief Executive Officer	Filed Herewith
31	1	Rule 13a-14(a) Certification of Chief Financial Officer	Filed Herewith
32	1	Section 1350 Certification of Chief Executive Officer	Filed Herewith
32	2	Section 1350 Certification of Chief Financial Officer	Filed Herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Sunrise Energy Resources, Inc.

	/s/ Konstantin Tsiryulnikov
	Konstantin Tsiryulnikov
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date		Signature		Title
March 26, 2010				CEO

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