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.
      Employerincorporation
      or organization)
                
                Identification
      Number)





2880
      Zanker Road, Suite 203San
      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.


2




GREEN
TECHNOLOGY SOLUTIONS, INC.


(formerly
Sunrise Energy Resources, Inc.)




FORM
10-Q


TABLE
OF CONTENTS




PagePART
      I.  FINANCIAL INFORMATIONItem
      1.
                    Financial
      Statements (unaudited)
                    4Balance
      Sheets – September 30, 2010 and December 31, 2009
                    4Statements
      of Operations and Comprehensive Loss - for the three and nine months ended
      September 30, 2010 and 2009
                    5Statements
      of Changes in Stockholder’s Equity (Capital Deficit) – September 30, 2010
      and December 31, 2009
                    6Statements
      of Cash Flows - for the nine months ended September 30, 2010 and
      2009
                    7Notes
      to the Unaudited Financial Statements
                    8Item
      2.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    14Item
      3.
                    Quantitative
      and Qualitative Disclosures about Market Risk
                    18Item
      4.
                    Controls
      and Procedures
                    18PART
      II.
                    OTHER
      INFORMATIONItem
      1.
                    Legal
      Proceedings
                    19Item
      1A.
                    Risk
      Factors
                    19Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    23Item
      3.
                    Defaults
      upon Senior Securities
                    23Item
      4.
                    [Removed
      and Reserved]
                    23Item
      5.
                    Other
      Information
                    23Item
      6.
                    Exhibits
                    23SIGNATURES
                    24




3




PART
I.




GREEN
TECHNOLOGY SOLUTIONS, INC.


(formerly
Sunrise Energy Resources, Inc.)


BALANCE
SHEETS


(Expressed
in US Dollars)










September 30,
                        2010
                        (UNAUDITED)
                      
                      
                      December 31,
                        2009ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                      
                      $
                      29,341
                      
                      
                      $
                      38TOTAL
      ASSETS
                      
                      $
                      29,341
                      
                      
                      $
                      38LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                      
                      $
                      52,597
                      
                      
                      $
                      -Other
      accounts payable – related party
                      
                      
                      -
                      
                      
                      
                      382,365Interest
      payable – related party
                      
                      
                      -
                      
                      
                      
                      22,476Advances
      payable – related party
                      
                      
                      109,471
                      
                      
                      
                      -Other
      accounts payable
                      
                      
                      32,276
                      
                      
                      
                      28,276Total
      current liabilities
                      
                      
                      194,344
                      
                      
                      
                      433,117Convertible
      notes payable
                      
                      
                      411,465
                      
                      
                      
                      -TOTAL
      LIABILITIES
                      
                      
                      605,809
                      
                      
                      
                      433,117STOCKHOLDERS’
      EQUITYCommon
      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
                      
                      
                      
                      23,690Additional
      Paid-in Capital
                      
                      
                      6,653,665
                      
                      
                      
                      6,626,723Retained
      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.


4





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 endedSeptember 30,
                    
                    
                    September 30,2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009OPERATING
      EXPENSESSales,
      general and administrative expenses
                    
                    $
                    152,641
                    
                    
                    $
                    272,008
                    
                    
                    $
                    132,727
                    
                    
                    $
                    34,240LOSS
      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
      OPERATIONSGain
      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 dilutedContinuing
      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.


5


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
                
                
                EquityShares
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                TotalBALANCE,
      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
                
                
                
                -
                
                
                
                30,000Net
      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.


6





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
                  
                  
                  2009CASH
      (USED IN) PROVIDED BY  OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (173,389
                  )
                  
                  $
                  2,914,817Adjustments
      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
                  
                  
                  -
                  
                  
                  
                  19,995Interest
      payable – related party
                  
                  
                  -
                  
                  
                  
                  116,123Accrued
      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
                  
                  
                  
                  86,925Proceeds
      from advances
                  
                  
                  109,471
                  
                  
                  
                  -Proceeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  147,700NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  129,347
                  
                  
                  
                  234,625CASH
      USED IN INVESTING ACTIVITIES
                  
                  
                  -
                  
                  
                  
                  -INCREASE
      (DECREASE) IN CASH
                  
                  
                  29,303
                  
                  
                  
                  (17,388
                  )CASH,
      at the beginning of the period
                  
                  
                  38
                  
                  
                  
                  17,428CASH,
      at the end of the period
                  
                  $
                  29,341
                  
                  
                  $
                  40Supplemental
      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.


7




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.
  8
  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.
  9
  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,
                        2009Professional
      Services
                      
                      $
                      32,276
                      
                      
                      $
                      28,276Related
      partiesAdvances
      from shareholders
                      
                      
                      -
                      
                      
                      
                      382,365Total
                      
                      $
                      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.
  10
  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.
  11
 
 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
                      
                      
                      -
                      
                      
                      
                      3,302,948Net
      income/(loss) attributable to common stockholders
                      
                      $
                      (173,389
                      )
                      
                      $
                      2,914,817Weighted
      average common shares outstanding, basic
                      
                      
                      24,500,721
                      
                      
                      
                      23,616,187Loss
      from continuing operations per common share, basic
                      
                      
                      (0.01
                      )
                      
                      
                      (0.02
                      )Income/(Loss)
      from discontinued operations per common share, basic
                      
                      
                      0.00
                      
                      
                      
                      0.14Income/(Loss)
      per common share, basic
                      
                      $
                      (0.01
                      )
                      
                      $
                      0.12Weighted
      average common shares outstanding, diluted
                      
                      
                      24,500,721
                      
                      
                      
                      23,616,187Loss
      from continuing operations per common share, diluted
                      
                      
                      (0.01
                      )
                      
                      
                      (0.02
                      )Income/(Loss)
      from discontinued operations per common share, diluted
                      
                      
                      0.00
                      
                      
                      
                      0.14Loss
      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.
  12
  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.
  13
  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
 
 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.
  14
  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.
  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.
  15
 
 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 onemonth.
  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.
  16
  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.
  17
  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.
  18
  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:
  19
  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.
  20
  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.
  21
  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.
  22
  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 Reference31.1
                                    
                                    Rule 13a-14(a) Certification of
      Chief Executive Officer
                                    
                                    Filed
      Herewith31.2
                                    
                                    Rule 13a-14(a) Certification of
      Chief Financial
      Officer
                                    
                                    Filed
      Herewith32.1
                                    
                                    Section 1350 Certification of
      Chief Executive
      Officer
                                    
                                    Filed
      Herewith32.2
                                    
                                    Section 1350 Certification of
      Chief Financial
      Officer
                                    
                                    Filed
      Herewith
  23
  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 ShearerDate:
      December 17, 2010
                John
      ShearerChief
      Executive Officer(Principal
      Executive, Financial and Accounting
Officer)
  24