Green Technology Solutions, Inc. - FORM 10-Q/A

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EX-32.2 - Green Technology Solutions, Inc.	v205838_ex32-2.htm
EX-31.2 - Green Technology Solutions, Inc.	v205838_ex31-2.htm
EX-31.1 - Green Technology Solutions, Inc.	v205838_ex31-1.htm
EX-32.1 - Green Technology Solutions, Inc.	v205838_ex32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended September 30, 2010

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

For the transition period from ___ to ____

Commission File Number 1-11248

GREEN TECHNOLOGY SOLUTIONS, INC.

(formerly Sunrise Energy Resources, Inc.)

(Exact 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)

2880 Zanker Road, Suite 203
San Jose, CA		95134
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 432-7285

San Antonio Tech Center Building

3463 Magic Drive, Suite 425

San Antonio, Texas 78829

(Former Address)

Indicate by check mark 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

(Do not check if a smaller reporting company)

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

Yes ¨ No x

As of November 12, 2010, the Registrant had 26,747,827 shares of common stock $.001 par value issued and outstanding.

Explanatory Note

This Form 10-Q/A (Amendment No.1) is being filed by Green Technology Solutions, Inc. (the “Company”) to amend the Company’s Form 10-Q for the quarter ended September 30, 2010, which was filed with the Securities and Exchange Commission (“SEC”) on November 15, 2010 (“Initial 10-Q”). This Form 10-Q/A (Amendment No.1) is filed to amend the Initial 10-Q to add additional disclosures and clarify some disclosures. For example, as originally filed, our Evaluation of Disclosure Controls and Procedures listed an incorrect date of management’s evaluation. That date has been corrected to show that management carried out the evaluation on September 30, 2010.

This Form 10−Q/A (Amendment No.1) does not reflect events occurring after the filing of the Initial 10-Q on November 15, 2010, and no other information in the Initial 10-Q is amended hereby. Other events or circumstances occurring after the date of the Initial 10-Q or other disclosures necessary to reflect subsequent events have not been updated subsequent to the date of the Initial 10-Q. Accordingly, this Form 10−Q/A (Amendment No.1) should be read in conjunction with the Initial 10-Q and our filings with the SEC subsequent to the filing of the Initial 10−Q.

GREEN TECHNOLOGY SOLUTIONS, INC.

(formerly Sunrise Energy Resources, Inc.)

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	4

	Balance Sheets – September 30, 2010 and December 31, 2009	4

	Statements of Operations and Comprehensive Loss - for the three and nine months ended September 30, 2010 and 2009	5

	Statements of Changes in Stockholder’s Equity (Capital Deficit) – September 30, 2010 and December 31, 2009	6

	Statements of Cash Flows - for the nine months ended September 30, 2010 and 2009	7

	Notes to the Unaudited Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18

Item 4.	Controls and Procedures	18

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults upon Senior Securities	23

Item 4.	[Removed and Reserved]	23

Item 5.	Other Information	23

Item 6.	Exhibits	23

SIGNATURES		24

PART I.

GREEN TECHNOLOGY SOLUTIONS, INC.

(formerly Sunrise Energy Resources, Inc.)

BALANCE SHEETS

(Expressed in US Dollars)

	September 30, 2010 (UNAUDITED)			December 31, 2009
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	29,341		$	38

TOTAL ASSETS	$	29,341		$	38

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	52,597		$	-
Other accounts payable – related party		-			382,365
Interest payable – related party		-			22,476
Advances payable – related party		109,471			-
Other accounts payable		32,276			28,276
Total current liabilities		194,344			433,117

Convertible notes payable		411,465			-

TOTAL LIABILITIES		605,809			433,117

STOCKHOLDERS’ EQUITY
Common Stock, $.001 par value, 75,000,000 authorized, 26,747,827 and 23,690,037 issued and outstanding as of September 30, 2010 and December 31, 2009, respectively		26,748			23,690
Additional Paid-in Capital		6,653,665			6,626,723
Retained earnings (Accumulated deficit)		(7,256,881	)		(7,083,492	)
Total stockholders' equity (deficit)		(576,468	)		(433,079	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	29,341		$	38

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

GREEN TECHNOLOGY SOLUTIONS, INC.

(formerly Sunrise Energy Resources, Inc.)

STATEMENTS OF OPERATIONS

(Expressed in US Dollars except share amounts)

(UNAUDITED)

	For the nine months ended						For the three months ended
	September 30,						September 30,
	2010			2009			2010			2009

OPERATING EXPENSES
Sales, general and administrative expenses	$	152,641		$	272,008		$	132,727		$	34,240

LOSS FROM OPERATIONS		(152,641	)		(272,008	)		(132,727	)		(34,240	)

OTHER INCOME (EXPENSE)
Interest expense, net		(20,748	)		(116,123	)		(10,401	)		-

Net loss from continuing operations		(173,389	)		(388,131	)		(143,128	)		(34,240	)

DISCONTINUED OPERATIONS
Gain on disposal of discontinued segment		-			3,302,948			-			-

NET INCOME (LOSS)	$	(173,389	)	$	2,914,817		$	(143,128	)	$	(34,240	)

NET INCOME (LOSS) PER COMMON SHARE – Basic and fully diluted
Continuing operations	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	-
Discontinued operations		-			0.14			-			-
Net income (loss)	$	(0.01	)	$	0.12		$	(0.01	)	$	-

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		24,500,721			23,616,187			26,095,653			23,616,187

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

GREEN TECHNOLOGY SOLUTIONS, INC.

(formerly Sunrise Energy Resources, Inc.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(CAPITAL DEFICIT)

(Expressed in US Dollars except share amounts)

UNAUDITED

	Common Stock				Additional Paid-In			Accumulated			Equity
	Shares		Amount		Capital			Deficit			Total
BALANCE, DECEMBER 31, 2009		23,690,037	$	23,690	$	6,626,723		$	(7,083,492	)	$	(433,079	)

Correction in number of outstanding shares		57,790		58		(58	)		-			-
Issuance of shares for conversion of note payable		3,000,000		3,000		27,000			-			30,000
Net loss for the nine months		-		-		-			(173,389	)		(173,389	)

BALANCE, SEPTEMBER 30, 2010		26,747,827	$	26,748	$	6,653,665		$	(7,256,881	)	$	(576,468	)

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

GREEN TECHNOLOGY SOLUTIONS, INC.

(formerly Sunrise Energy Resources, Inc.)

STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

UNAUDITED

	For the nine months ended September 30,
	2010			2009

CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:
Net loss	$	(173,389	)	$	2,914,817
Adjustments to reconcile net loss to net cash in operating activities:
Gain on disposal of discontinued segment		-			(3,302,948	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		52,597			-
Accounts payable – related party		-			19,995
Interest payable – related party		-			116,123
Accrued interest payable		20,748			-
NET CASH USED IN OPERATING ACTIVITIES		(100,044	)		(252,013	)

CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds from issuance of loans to related parties		19,876			86,925
Proceeds from advances		109,471			-
Proceeds from issuance of common stock		-			147,700
NET CASH PROVIDED BY FINANCING ACTIVITIES		129,347			234,625

CASH USED IN INVESTING ACTIVITIES		-			-

INCREASE (DECREASE) IN CASH		29,303			(17,388	)
CASH, at the beginning of the period		38			17,428

CASH, at the end of the period	$	29,341		$	40

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-
Taxes	$	-		$	-

Noncash investing and financing transactions:
Refinancing of demand notes to convertible notes payable	$	420,717		$	-
Issuance of stock for conversion of convertible notes payable	$	30,000

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

GREEN TECHNOLOGY SOLUTIONS, INC.

(formerly Sunrise Energy Resources, Inc.)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

1.	INTERIM FINANCIAL STATEMENTS AND NATURE OF BUSINESS

The accompanying unaudited interim financial statements include all adjustments, which in the opinion of management are necessary in order to make the accompanying financial statements not misleading, and are of a normal recurring nature. However, the accompanying unaudited financial statements do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows and stockholders’ equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in our annual financial statements for the period ended December 31, 2009 included in Form 10-K. Operating results for the period ended September 30, 2010 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2010.

Until December 31, 2008 all operating activities of Green Technology Solutions, Inc. (formerly Sunrise Energy Resources Inc.) (the “Company”) were conducted through its wholly owned Ukrainian subsidiaries, TOV Energy-Servicing Company EskoPivnich (“EskoPivnich” or “EP”) and Pari (“Pari”) both formed as Ukrainian Closed Joint Stock Companies ("CJSC"). EskoPivnich and Pari were engaged in oil and gas exploration and development in the country of Ukraine. While the Company had 8 leases which were licensed to the Company’s wholly owned subsidiaries EskoPivnich and Pari, the production activities were limited to Karaikozovsk field in Eastern Ukraine. In addition to selling oil and gas produced from its Karaikozovsk lease, the Company purchased oil and gas from third parties. The purchased hydrocarbons were subsequently resold to third parties in order to enable EskoPivnich to fulfill its monthly delivery obligations. On October 26, 2010, the Company changed its name to Green Technology Solutions, Inc.

Green Technology Solutions Inc. plans to seek early stage, breakthrough green technologies that it can acquire rights to and plans to then develop these technologies into marketable products. The Company’s mission is to focus its resources on discovering the best available new innovative technologies in this industry space and it intends to work with young companies and inventors to deliver innovation in the real world.

The Company currently has its headquarters at 2880 Zanker Road, Suite 203, San Jose, California 95134. As of September 30, 2010 the Company had one employee.

2.	PRESENTATION OF FINANCIAL STATEMENTS

Basis of Presentation–The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

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 incurred a net loss of $173,389 during the nine months ended September 30, 2010, while the Company’s current liabilities exceeded its current assets by $165,003 as of September 30, 2010.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements on a continuing basis by raising additional funds through debt or equity financing. The Company expects to satisfy its cash requirements by obtaining additional loans; however, there is no assurance that additional capital will be available to the Company when needed and on acceptable terms. 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 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.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounts Receivable – Accounts receivable are stated at their net realizable value after deducting provisions for uncollectible amounts.

Cash and Cash Equivalents – Cash includes petty cash and cash held on current bank accounts. Cash equivalents include short-term investments with an original maturity of three months or less that are readily convertible to known amounts of cash which are subject to insignificant risk of changes in value. Cash and cash equivalents as of September 30, 2010 and December 31, 2009 consisted mainly of USD denominated current accounts held at major banks.

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 – SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. 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 (Loss) - Statement of SFAS 130, “Reporting Comprehensive Income,” establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income (loss) 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 (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. Foreign exchange translation gains and losses of the Company are reflected in comprehensive gains and losses.

4.	OTHER ACCOUNTS PAYABLE AND ACCRUALS

Other accounts payable and accruals as of September 30, 2010 and December 31, 2009 consisted of the following:

	September 30, 2010		December 31, 2009

Professional Services	$	32,276	$	28,276

Related parties
Advances from shareholders		-		382,365

Total	$	32,276	$	410,641

The amounts of $32,276 and $28,276 were due to the Company’s auditor, transfer agent and financial printer as of September 30, 2010 and December 31, 2009, respectively. The amount of $382,365 owed as of December 31, 2009 represents advances from shareholders with no specific terms paid to the Company during 2005-2006 and 2009-2010. As discussed in Note 5 below, those amounts were converted into a convertible note payable during the nine months ended September 30, 2010.

5.	CONVERTIBLE NOTE PAYABLE

On April 1, 2010, the lenders on the Company’s outstanding related party demand notes instructed the Company to repay those notes along with accrued interest at the earliest possible date. The Company has been unable to obtain replacement financing to repay those notes. Therefore the Company and the lenders agreed to refinance the debt as described below.

On May 23, 2010, the Company entered into a 10% Subordinated Convertible Note payable with Infox Ltd. (a related party) in the amount of $297,567 in repayment of demand notes in the amount of $275,091 and accrued interest of $22,476. The note bears interest at 10% per annum, matures on March 31, 2013 and is convertible into shares of common stock at $0.01 per share. The note requires quarterly payments of interest or, upon agreement of both parties, the interest may be capitalized to principal each quarter. There have been no payments of interest on the note. All interest accrued during the nine months ended September 30, 2010 was capitalized to principal.

On May 23, 2010, the Company entered into a 10% Subordinated Convertible Note payable with Zaccam Trading Ltd. (a related party) in the amount of $109,441 in repayment of demand notes in the same amount. The note bears interest at 10% per annum, matures on March 31, 2013 and is convertible into shares of common stock at $0.01 per share. The note requires quarterly payments of interest or, upon agreement of both parties, the interest may be capitalized to principal each quarter. There have been no payments of interest on the note. All interest accrued during the nine months ended September 30, 2010 was capitalized to principal.

On June 2, 2010, the Company entered into a 10% Subordinated Convertible Note payable with Zaccam Trading Ltd. (a related party) in the amount of $13,709 in repayment of demand notes in the same amount. The note bears interest at 10% per annum, matures on March 31, 2013 and is convertible into shares of common stock at $0.01 per share. The note requires quarterly payments of interest or, upon agreement of both parties, the interest may be capitalized to principal each quarter. There have been no payments of interest on the note. All interest accrued during the nine months ended September 30, 2010 was capitalized to principal.

The Company evaluated the application of ASC 470-50-40/55, Debtor’s Accounting for a Modification or Exchange of Debt Instrument as it applies to the three notes listed above and concluded that the revised terms constituted a debt modification rather than a debt extinguishment because the present value of the cash flows under the terms of each of the new instruments was less than 10% from the present value of the remaining cash flows under the terms of the original notes. No gain or loss on the modifications was required to be recognized.

The Company evaluated the terms of the three notes in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed to be greater than the market value of underlying common stock at the inception of the note. Therefore, no beneficial conversion feature was recognized.

On June 4, 2010, Infox Ltd. and Zaccam Trading Ltd. each assigned their outstanding 10% Subordinated Convertible Notes to two unrelated third parties. No other terms of the notes were modified.

On July 20, 2010, the holder of the 10% Subordinated Convertible Note Payable originally issued to Infox Ltd. elected to convert principal in the amount of $30,000 into 3,000,000 shares of common stock.

6.	ADVANCES PAYABLE – RELATED PARTY

During the nine months ended September 30, 2010, the Company received working capital advances in the amount of $109,471 from an entity which also provides back office support services to the Company. These advances are non-interest bearing and payable upon demand.

7.	SHAREHOLDERS’ EQUITY

No dividends were declared or paid by the Company during the periods ended September 30, 2010 and December 31, 2009.

During the nine months ended September 30, 2010, the Company’s transfer agent noted an error in the number of outstanding shares. As a result, the number of outstanding shares was increased by 57,790 shares. The error in the number of outstanding shares was identified in the process of switching transfer agents during June 2010. The Company does not consider the prior error material.

On July 20, 2010, the Company issued 3,000,000 shares of common stock for the conversion of $30,000 of principal of a 10% Subordinated Convertible Note Payable.

8.	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.

	Nine Months Ended September 30,
	2010			2009
	(Unaudited) (in US dollars, except Per share amounts)

Loss from continuing operations	$	(173,389	)	$	(388,131	)
Income from discontinued operations		-			3,302,948
Net income/(loss) attributable to common stockholders	$	(173,389	)	$	2,914,817

Weighted average common shares outstanding, basic		24,500,721			23,616,187
Loss from continuing operations per common share, basic		(0.01	)		(0.02	)
Income/(Loss) from discontinued operations per common share, basic		0.00			0.14
Income/(Loss) per common share, basic	$	(0.01	)	$	0.12

Weighted average common shares outstanding, diluted		24,500,721			23,616,187
Loss from continuing operations per common share, diluted		(0.01	)		(0.02	)
Income/(Loss) from discontinued operations per common share, diluted		0.00			0.14
Loss per common share, diluted	$	(0.01	)	$	0.12

9.	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 September 30, 2010 and December 31, 2009 see Notes 4 and 5. Our related parties are CJSC Infox, Zaccam Trading, Ltd.. and Burisma Holdings Limited.

10.	COMMITMENTS AND CONTINGENCIES

Environmental remediation – Under Ukrainian law, the Company is obligated to meet certain environmental remediation obligations related to its former oil and gas production activities. This amount cannot be estimated at this time but is considered not to be a material amount. In accordance with the share purchase agreement executed by the Company and Millington Solutions LLC, Millington assumed all environmental remediation obligations relating to the oil and gas properties previously held by the Company through its former subsidiaries EskoPivnich 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.

11.	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 and market movements in interest rates. A description of the Company’s risk management policies in relation to those risks is provided below.

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 a financial instrument.

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

12.	CHANGE IN CONTROL

On June 12, 2010, five purchasers acquired control of 16,503,817 shares of the Company’s issued and outstanding common stock representing approximately 69.67% of the total shares issued and outstanding from Burisma Holdings Limited. The aggregate purchase price for the shares was $270,000. Cambridge Securities of Panama, a Panama Corporation, acquired 12,082,325 shares of common stock, and four other unrelated corporations each acquired control of 1,105,373 shares of common stock. As a result of this transaction, there has been a change in control of the Company, and Cambridge Securities of Panama is now the Company’s majority shareholder.

In accordance with the transaction described above, effective June 12, 2010 the Company’s directors Konstantin Tsiryulnikov and Leon Golden resigned from their positions. In addition, Konstantin Tsiryulnikov resigned as Chief Executive Officer of the Company and Roman Livson resigned as Chief Financial Officer of the Company. Their resignation was not based on any disagreement with the Company, known to any executive officer or director of the Company, on any matter relating to the Company’s operations, policies or practices. Upon their departure, Dean McCall was appointed as the Company’s sole director, Chief Executive Officer and Secretary.

Effective August 6, 2010, Dean McCall, sole Director, CEO and Secretary of the Company, resigned from all positions held with the Company, including resigning from Board service. There was no disagreement, as defined in 17 CFR 240.3b-7, between the Company and Mr. McCall at the time of Mr. McCall's resignation from the Board of Directors.

Also on August 6, 2010, the Company appointed John Shearer as sole Director, CEO and Secretary to replace Mr. McCall. Mr. Shearer will serve as a director until his successor has been elected at the next annual meeting of the Company's shareholders or until his earlier resignation, removal, or death, and Mr. Shearer has not been appointed to any committees of the Board as the Board does not presently have any committees.

12.	SUBSEQUENT EVENTS

In August 2010, the Company’s shareholders and Board of Directors approved a one-for-200 reverse stock split. This reverse stock split will not be effective until it is approved by FINRA. As of November 12, 2010, the reverse split has not been approved by FINRA.

On October 26, 2010, the Company changed its name to Green Technology Solutions, Inc. The primary reason for the name change is to reflect a change in business focus by the Company.

On November 8, 2010, the Company paid $250,000 to acquire the rights to a joint venture agreement with Bio Pulp Works, LLC, a manufacturer of products made from recycled paper products. Under the terms of agreement, the Company will receive a 49% interest in the joint venture. The purpose of the joint venture is to expand the sales of Bio Pulp Works into new sales areas or to develop new recycled products which will be manufactured by Bio Pulp Works. The Company has agreed to contribute $10,000 per month for a term of six months to fund the operations of the joint venture.

In order to fund the acquisition, the Company borrowed an additional $250,000 of advances. The advances are non-interest bearing and due on demand. The Company is currently negotiating the conversion of these advances into interest bearing notes payable, but there is no assurance it will be successful in doing so.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company's unaudited financial statements and associated notes appearing elsewhere in this Form 10-Q.

As used in this report, the terms "we", "us", "our", and the "Company" mean Green Technology Solutions, Inc., unless otherwise indicated.

Caution Regarding Forward-Looking Information

All statements contained in this Form 10-Q, other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," and similar expressions . All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new acquisitions, products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties described under “Risk Factors” under Part II Item 1A below and in the “Risk Factors” section of our Form 10-K for the fiscal year ended December 31, 2009 that may cause actual results to differ materially.

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Company's views as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Discussion and Analysis of Financial Condition

Change in control

Plan of Operations

The Company is currently identifying possible early stage, breakthrough green technologies for the purpose of acquiring rights to them and developing them into marketable products. The Company has already identified several potential new technology endeavors and management is studying these endeavors for their potential inclusion into the Company’s development process.

As of the date of this report, the Company has only entered into one agreement related to an acquisition. On November 8, 2010, the Company paid $250,000 to acquire the rights to a joint venture agreement with Bio Pulp Works, LLC, a manufacturer of products made from recycled paper products. Under the terms of agreement, the Company will receive a 49% interest in the joint venture. The purpose of the joint venture is to expand the sales of Bio Pulp Works into new sales areas or to develop new recycled products which will be manufactured by Bio Pulp Works. The Company has agreed to contribute $10,000 per month for a term of six months to fund the operations of the joint venture.

The Company plans to focus its resources on successfully identifying new green technologies that have greatest potential to produce near term profits. The Company has located its new offices in the Silicon Valley city of Palo Alto, which management believes may increase access to cutting edge technologies.

Results of Operations

Sales, General and Administrative Expenses

Sales, general and administrative expenses increased in the three months ending September 30, 2010 as compared to the three months ending September 30, 2009 from $32,240 to $132,727 due to increased legal and professional expenses related to our name change and the reverse stock split.

Sales, general and administrative expenses decreased in the nine months ending September 30, 2010 as compared to the nine months ending September 30, 2009 from $272,008 to $152,641 due to a higher level of activity in the Company during the early part of 2009 as a result of the Company's discontinued operations.

Loss from Operations

The increase in our operating loss for the three months ended September 30, 2010 as compared to the three months ended September 30, 2009 from $34,240 to $132,727 is due to the increase in sales, general and administrative expenses described above.

The decrease in our operating loss for the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009 from $272,008 to $152,641 is due to the decrease in sales, general and administrative expenses described above.

Discontinued Operations

In the nine months ended September 30, 2009, we had gain of $3,302,948 on disposal of a discontinued segment.

Net Income (Loss)

Net loss increased from $32,240 in the three months ended September 30, 2009 to $143,128 in the three months ended September 30, 2010, and we had net income of $2,914,817 in the nine months ended September 30, 2009 and net loss of $173,389 in the nine months ended September 30, 2010. Changes in net income (loss) are primarily attributable to changes in operating income and discontinued operations, each of which is described above.

Liquidity and Capital Resources

Net cash used in operating activities was $100,044 and $252,013 for the nine months ended September 30, 2010 and 2009, respectively. The decrease is mainly attributable to the change from net income to net loss, offset with the gain on disposal of discontinued segment and a decrease in interest payable.

Cash provided by financing activities was $129,347 and $234,625 for the nine months ended September 30, 2010 and 2009, respectively. During the nine months ended September 30, 2010, received $19,876 in proceeds from issuance of loans to related parties and $109,471 in proceeds from advances. During the nine months ended September 30, 2009, we received $86,925 in proceeds from issuance of loans to related parties and $147,700 in proceeds from issuance of common stock.

We had working capital of $(165,003) as of September 30, 2010 compared to $(433,079) as of December 31, 2009. Our cash position increased to $29,341 at September 30, 2010 compared to $38 at December 31, 2009.

Our monthly cash requirement amount is approximately $50,000, and as of September 30, 2010, cash on hand would fund operations for less than one month.

The Company anticipates it will require around $100,000 to sustain operations and effectively evaluate new business opportunities over the next twelve months. The Company intends to seek to raise these funds through equity and debt financing; however, there is no guarantee that funds will be raised and the Company has no agreements in place as of the date of this filing for any financing.

In order to fund the acquisition of rights to the Bio Pulp Works, LLC technology, the Company borrowed an additional $250,000 of advances under similar terms to the advances which were outstanding at September 30, 2010. The advances are non-interest bearing and due on demand. The Company will be required to pay an additional $60,000 over the next six months under the terms of the joint venture agreement. The Company plans to obtain these funds by borrowing additional advances or by other means if necessary but has no agreements in place to do so. The Company is currently negotiating the conversion of the $250,000 of advances into interest bearing notes payable but there is no assurance it will be successful in doing so.

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 3 of the Notes to Financial Statements.

Going Concern

The accompanying 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, the 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 for us to continue as a going concern, we require 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 we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of financial statements. The Company’s limited revenue history, absence of revenue sources following the sale and discontinuation of its oil&gas business and limited ability to raise funding raise substantial doubt about the Company’s ability to continue as a going concern.

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 notes and disclosures describing the circumstances that lead to this disclosure by our independent auditors.

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) collectability 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 collectability 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 a gross basis.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, the Company is not required to provide Part I, Item 3 disclosure.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2010. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective.The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, management believes that our system of disclosure controls and procedures is designed to provide a reasonable level of assurance that the objectives of the system will be met.

Changes in internal control over financial reporting

Our Chief Executive Officer and Principal Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

The Company’s principal executive officer and principal financial officer has 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 quarter that have materially affected or are reasonably likely to materially affect these controls as of the end of the quarter covered by this report based on such evaluation.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no outstanding legal proceedings material to the Company to which the Company or any of its assets are subject, nor are there any such proceedings known to be contemplated.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risks discussed in our 2009 Annual Report on Form 10-K including Risk Factors of Part I, which risks could materially affect our business, financial condition or future results. There have been no material changes to the risk factors disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2009, except for the addition of the risk factors set forth below. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Management may not run the company in a profitable manner and if it does not you may lose your entire investment:

Our management has limited experience in our proposed areas of operation. It is unlikely that any of our officers or directors will have any direct experience in the business of any target company. Thus, the day-to-day operations of the businesses which we may become involved with will depend upon the abilities of management of the acquired target companies which we are presently unable to identify. Our officers and directors have limited experience in the evaluation of businesses for the purposes of conducting acquisitions or mergers.

We may not be able to locate and acquire suitable companies for our future acquisitions and any failure to acquire suitable companies may result in losses to us and our investors:

With the exception of Bio Pulp Works. LLC, the Company has not yet identified any target company. While we plan on pursuing "green" technology companies or projects similar in size, scope and focus to Bio Pulp Works, LLC, we may not be able to acquire companies or projects that are similarly situated as we currently intend. Intense competition can be expected from existing, better financed and more established competitors, who are also seeking to create or purchase profitable businesses. Numerous other firms have substantially greater resources in locating and/or acquiring potential acquisition candidates. Management has limited previous experience in identifying suitable acquisition candidates.

We may not have access to sufficient capital to pursue our acquisition strategies and therefore would be unable to achieve our planned future growth:

We intend to pursue a growth strategy that includes acquiring new companies. There is a risk that we will not have access to sufficient capital to pursue our acquisition strategies. We may take an extended period of time to locate and investigate specific target companies, and if one or more target companies are located, the negotiation and execution of the relevant agreements may require substantial time, effort and expense. Our ability to continue to make acquisitions will depend primarily on our ability to obtain additional private or public equity or debt financing. Such financing may not be available to make future investments.

We have not yet identified any specific target businesses to acquire through a purchase or merger or any specific areas of green technology that we intend to pursue and we may acquire businesses that our shareholders do not approve of:

We have not presently identified any specific target business to acquire through a purchase or merger or any specific types of green technology companies, including specific industries or size, on which we intend to focus. Our shareholders will have no opportunity to review or evaluate the target companies or projects with which we may choose to become involved. As of the date of this report, there are no plans, proposals, arrangements or understandings with respect to any possible business combination or opportunity other than Bio Pulp Works, LLC. In addition, although we intend to first pursue development opportunities in the United States, we are not certain whether such opportunities will be available or what specific industries we will acquire interests in. We have not developed and do not presently intend to develop criteria for the search and selection of an acquisition. Thus, investors will have no prior indication as to the businesses that we may acquire if we are able to finalize an acquisition. It is possible that any business we target will present such a level of risk that conventional private or public offerings of securities or conventional bank financing would not be available to the business.

We have not conducted research to determine whether there is demand in the market for a business combination with us and, if not, we may not be able to acquire suitable businesses:

We have no market research to indicate that a demand exists for a merger or acquisition as contemplated by us. Consequently, investors are relying exclusively upon the judgment of our directors and officers and their efforts in locating and selecting possible acquisition candidates.

Our lack of diversification subjects investors to a greater risk of losses:

In the event we are successful in identifying and evaluating one or more suitable merger or acquisition candidates, which may not occur, we may be required to issue shares of our common stock in an acquisition or merger transaction. Inasmuch as our capitalization is limited, it is unlikely that we will be capable of completing more than a limited number of mergers or acquisitions. Consequently, our potential lack of diversification may subject us to economic fluctuation within the single industry or limited number of industries in which we may acquire an interest.

Control of the Company may change and any new management may not successfully run our business:

An acquisition involving the issuance of shares of our common stock may result in shareholders of the acquired business obtaining a significant interest in the Company. This may result in a change in control of the Company, which could result in the removal of our present officers and directors. New management may not have experience or qualifications related to the operation of any of our activities or the operations of the business acquired.

Investors may not be able to review the terms of potential business combinations and any combination could result in losses:

We do not intend to provide shareholders with complete disclosure documentation, including audited financial statements, concerning a target company and its business prior to merger or acquisition. Under Delaware law, a variety of corporate actions, including acquisitions, may be taken by holders of a majority of outstanding shares without notice or approval by remaining shareholders. Thus, our shareholders may not have the opportunity to review, approve or consent to the terms of an intended acquisition or business combination. In addition, consummation of a business combination may involve the issuance of authorized but unissued shares of our common stock. Our shareholders may not have the opportunity to approve or consent to such additional issuances of securities, which would dilute the ownership interest of our shareholders.

Our Common Stock Is Subject To Penny Stock Regulation

Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

We Do Not Intend To Pay Cash Dividends.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are declared, there is no assurance with respect to the amount of any such dividend.

Because Our Stock Is Quoted On The OTCBB, Our Shareholders May Have Difficulty Selling Their Stock Or Experience Increased Negative Volatility On The Market Price Of Our Stock.

Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Our shareholders may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our shareholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.

Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

In connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

We Have Limited Operating History And Lack Of Profits Which Could Lead To Wide Fluctuations In Our Share Price. The Market Price For Our Common Shares Is Particularly Volatile Given Our Status As A Relatively Unknown Company With A Small And Thinly Traded Public Float.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential acquisitions and their products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. However, the occurrence of these patterns or practices could increase the volatility of our share price.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 20, 2010, the Company issued 3,000,000 restricted shares of common stock to Infox Ltd. in exchange for the conversion of $30,000 due under a 10% subordinated convertible note payable. These shares, not registered under the Securities Act, were issued under the exemption afforded under Section 4(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid with respect to this transaction.

Item 3. Defaults upon Senior Securities

None

Item 4. [Removed and Reserved]

N/A

Item 5. Other Information

None

Item 6. EXHIBITS

Exhibit Number	Description	Incorporation by Reference
31.1	Rule 13a-14(a) Certification of Chief Executive Officer	Filed Herewith
31.2	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 the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Sunrise Energy Resources, Inc.

	/s John Shearer
Date: December 17, 2010	John Shearer
	Chief Executive Officer
	(Principal Executive, Financial and Accounting Officer)

Green Technology Solutions, Inc. - FORM 10-Q/A - December 17, 2010

Attached files

Green Technology Solutions, Inc. Reports