U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

| | [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| | --- | ---------------------------------------------------------------------------------

For the
quarter ended ended September 30, 2004

| | [  ] | TRANSITION UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ---- | ---------------------------------------------------------------------------

# Commission
File Number 1-11248

SUNRISE
ENERGY SERVICES, INC.(Name of small business issuer as specified in its charter)

|                                | 
|------------------------------- | 
|Delaware                        | 
|(State or other jurisdiction of | 
|incorporation or organization)  | 

5353
Memorial Drive, Suite 4012Houston, Texas 77007(Address of principal executive
offices)(713) 868-5855(Issuers telephone number, including area code)

Check
whether the issuer  (1) filed all reports required to be filed by Section 13 or 15(d) of
the  Securities Exchange Act of 1934 during the past 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  [   ]   No  [X]

As
of November 8, 2004 the issuer had 6,520,100 shares of its $0.001 par value common
stock issued and outstanding.

Transitional
Small Business Disclosure Format (check one):  Yes   [  ]       No   [X]

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TABLE OF
CONTENTS

|                                                                     | Page
|-------------------------------------------------------------------- | ----
|PART I - Financial Information                                       |     
|Item 1. Unaudited Financial Statements                               |     
|Item 2.  Managements Discussion and Analysis of Financial Condition |     
|and Results of Operations                                            |     
|Results of Operations                                                |     
|Liquidity and Capital Resources                                      |     
|Item 3. Controls and Procedures                                      |     
|PART II - Other Information                                          |     
|Item 1.  Legal Proceedings                                           |     
|Item 2.  Changes in Securities                                       |     
|Item 3.  Defaults Upon Senior Securities                             |     
|Item 4.  Submission of Matters to a Vote of Security Holders         |     
|Item 5.  Other Information                                           |     
|Item 6.  Exhibits and Reports on Form 8-K                            |     
|PART III - Signatures                                                |     

2

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PART 1-
FINANCIAL INFORMATION

ITEM 1. FINANCIAL
STATEMENTS

SUNRISE
ENERGY SERVICES, INC.BALANCE SHEETS(In thousands, except share data)(unaudited)

|                                                          | September 30,        2004 | December 31,        2003
|--------------------------------------------------------- | ------------------------- | ------------------------
|ASSETS                                                    |                           |                         
|Cash                                                      |                           | $          2            
|                                                          |                           |                         
|                                                          |                           |                         
|LIABILITIES AND STOCKHOLDERS DEFICIT                     |                          
|Accrued liabilities                                       |                           | $        18             
|Advance payable to stockholder                            |                           | 12                      
|                                                          |                           |                         
|Total liabilities                                         |                           | 30                      
|Stockholders Deficit:                                    |                          
|Common stock; $1 par value; 10,000,000 shares authorized; |                          
|6,520,100 shares issued and outstanding                   |                           | 6,520                   
|Additional paid-in capital                                |                           | 13,989                  
|Accumulated deficit                                       |                           | (20,537                 
|                                                          |                           |                         
|Total stockholders deficit                               |                           | (28                     
|                                                          |                           |                         
|                                                          |                           | $          2            
|                                                          |                           |                         
|                                                          |                           |                         

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

3

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SUNRISE
ENERGY SERVICES, INC.STATEMENTS OF OPERATIONSTHREE MONTHS ENDED SEPTEMBER 30, 2004 AND
2003(In thousands, except share data)(unaudited)

|                                             | 2004 | 2003     
|-------------------------------------------- | ---- | ---------
|General and administrative expenses          |      | $      (7
|                                             |      |          
|Net loss                                     |      | (7       
|                                             |      |          
|Net loss attributable to common stockholders |      | $      (7
|                                             |      |          
|                                             |      |          
|Loss per common share                        |      | $ (.001  
|                                             |      |          
|                                             |      |          
|Weighted average number of common shares     |     
|outstanding                                  |      | 6,520    
|                                             |      |          
|                                             |      |          

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

4

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SUNRISE
ENERGY SERVICES, INC.STATEMENTS OF OPERATIONSNINE MONTHS ENDED SEPTEMBER 30, 2004 AND
2003(In thousands, except share data)(unaudited)

|                                             | 2004 | 2003     
|-------------------------------------------- | ---- | ---------
|General and administrative expenses          |      | $     (11
|                                             |      |          
|Net loss                                     |      | (11      
|                                             |      |          
|Net loss attributable to common stockholders |      | $     (11
|                                             |      |          
|                                             |      |          
|Loss per common share                        |      | $(.0016  
|                                             |      |          
|                                             |      |          
|Weighted average number of common shares     |     
|outstanding                                  |      | 6,520    
|                                             |      |          
|                                             |      |          

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

5

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SUNRISE
ENERGY SERVICES, INC.STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT(In
thousands)(unaudited)

|                            | Common Stock | Additional                Paid-in | Accumulated |        | 
|--------------------------- | ------------ | --------------------------------- | ----------- | ------ | 
|
|Balance, December 31, 2002  |              | 6,520                             |             | $6,520 | 
|Net loss                    |              | --                                |             | --     | 
|                            |              |                                   |             |        | 
|Balance, December 31, 2003  |              | 6,520                             |             | 6,520  | 
|Net loss                    |              | --                                |             | --     | 
|                            |              |                                   |             |        | 
|Balance, September 30, 2004 |              | 6,520                             |             | $6,520 | 
|                            |              |                                   |             |        | 
|                            |              |                                   |             |        | 

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

6

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SUNRISE
ENERGY SERVICES, INC.STATEMENTS OF CASH FLOWSNINE MONTHS ENDED SEPTEMBER 30, 2004 AND
2003(In thousands)(unaudited)

|                                      | 2004 | 2003    
|------------------------------------- | ---- | --------
|Cash flows from operating activities: |      |         
|Net loss                              |      | $   (11 
|Increase in accrued liabilities       |      | 1       
|Advance from stockholder              |      | 12      
|                                      |      |         
|Net cash used by operating activities |      | 2       
|Net change in cash                    |      | 2       
|Beginning cash                        |      | --      
|                                      |      |         
|Ending cash                           |      | $      2
|                                      |      |         
|                                      |      |         

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

7

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SUNRISE
ENERGY SERVICES, INC.
NOTES TO STATEMENTS
(unaudited)

1 
BACKGROUND AND BANKRUPTCY

On
July 7, 1995, Sunrise Energy Services, Inc. (the Company) filed a
voluntary Chapter 11 Petition in the Bankruptcy Court for the Northern District
of Texas and continued to operate its then asset base as debtor-in-possession.
On February 18, 1997, a Final Order Confirming Plan of Reorganization (the
Final Order) was entered by the Bankruptcy Court.

It
is anticipated that the Company will attempt to identify
a business entity for acquisition by or merger with the Company. There can be no
assurance that such activities will be successful.

2 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES
AND ASSUMPTIONS

Management
uses estimates and assumptions in preparing financial statements in accordance
with U.S. generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities, and the reported amounts of
revenues and expenses. Actual results could vary from the estimates used in
preparing the accompanying financial statements.

INCOME
TAXES

The
Company utilizes the asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and tax bases
of assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in deferred
tax assets and liabilities.

8

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SUNRISE
ENERGY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
(Continued)

2 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

LOSS PER
COMMON SHARE

Loss
per common share amounts are computed based upon the weighted average shares of
common stock outstanding during each period.

3 
SUBSEQUENT EVENTS

Effective
October 1, 2004, the Company increased its authorized capital from 10
million shares of common stock with a par value of $1.00 per share to 75 million
shares of common stock, par value of $0.001 per share and 2,500,000 shares of
preferred stock, $0.001 par value. All outstanding shares of $1.00 par value
common stock were deemed to be automatically converted to an equal number of
shares of $0.001 par value common stock. There were no outstanding shares of
preferred stock.

Effective
October 4, 2004, the Company and certain stockholders entered into a Stock
Purchase Agreement and Plan of Reorganization (the Agreement) with
the stockholders of Esko Pivnich (EP), an oil and gas production and
development company incorporated and operating in the Republic of Ukraine, to
acquire all of the outstanding shares of EP. The Company is to issue that number
of shares which, when added to the 5 million shares sold to the EP stockholders
in connection with this transaction by five of the Companys foreign
institutional stockholders, will result in the Companys current
stockholders retaining, in the aggregate, 9% of the enlarged company, which will
then have 17 million shares issued and outstanding. There are a series of
conditions precedent to closing of the transaction, including listing of the
Companys shares for trading on OTC Pink Sheets.

In
conjunction with the signing of the Agreement, EP advanced the Company $35,000
to be used solely to pay outstanding obligations incurred during the years since
the Company emerged from bankruptcy, and to pay most costs incurred in bringing
the Company in compliance with its reporting obligations under the Securities
Exchange Act of 1934, as amended.

Effective
November 1, 2004 the Company changed its name to Sunrise Energy Resources, Inc.

9

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ITEM 2 -
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
predecessor to Sunrise Energy Services, Inc. (SES or, the
Company) was originally incorporated under the laws of the State of
Colorado in 1984. The Company re-incorporated under the laws of the State of
Delaware on April 1, 1991. As described in footnote 1 above, the Company filed a voluntary Chapter
11 Petition in Bankruptcy Court in 1995 and emerged from bankruptcy in
1997.  Upon reorganization, the Company was, essentially, a publicly
owned corporation without assets or liabilities.

The
Companys business plan is to identify an operating business entity for acquisition by, or merger
with, the Company. There can be no assurance that such activities will be
successful.

Results
of  Operations.

The
Company has had no business operations since the sale of its operating
subsidiaries in June 1995. For the nine months ended September 30, 2004, the Company had
a net operating loss of approximately $11,000, resulting from expenditures of minimal
amounts to maintain the Companys existence, and legal fees incurred in
connection with amending the Certificate of Incorporation and other matters.

Liquidity
and Capital Resources.

The
Company has no cash or other resources or assets, and no liabilities. The
Companys President and sole director has in the past, and may continue to,
advance limited amounts to the Company as required to maintain the
Companys existence, although there is no obligation to do so. While an
effort is made to locate an appropriate operating business seeking to combine
with a publicly owned shell corporation, the Company does not expect
to incur material operating expenses.

Subsequent
to the end of the quarter, the Company and certain stockholders entered into an
agreement under which the stockholders will sell shares and the Company will
issue additional shares to the present stockholders of Esko Pivnich, a
corporation organized under the laws of Ukraine (EP). Upon closing
of the agreement, the Company will acquire all outstanding equity ownership of
EP. Affiliates of EP advanced cash to the Company upon signing the agreement,
and the Company agreed to use the cash solely to pay outstanding obligations
incurred during the years since the Company emerged from bankruptcy, and to pay
most costs incurred in bringing the Company current with its reporting
obligations under the Securities Exchange Act of 1934, as amended.

ITEM 3.  
CONTROLS AND PROCEDURES

a.  
Evaluation of Disclosure Controls and Procedures. Our Chief Executive
Officer who is also the principal accounting officer has evaluated the
effectiveness of the Companys disclosure controls and procedures (as such
term is defined in Rules 13a-14(c)) and 15d-14(c)) under the Securities
Exchange Act of 1934, as amended (the Exchange Act)) as of a date
within 90 days prior to the filing date of this quarterly report (the
Evaluation Date). Based on such evaluation, he has concluded that,
as of the Evaluation Date, the Companys disclosure controls and procedures
are effective in alerting him on a timely basis to material information relating
to the company (including consolidated subsidiaries) required to be included in
reports filed or submitted under the Exchange Act.

b.  
Changes in Internal Controls. Since the Evaluation Date, there have not
been any significant changes in the Companys internal controls or in other
factors that has materially affected, or is reasonably likely to affect, our
internal control over financial reporting.

10

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PART
II  OTHER INFORMATION

Item 1.  
Legal Proceedings

None.

Item 2.  Change
in Securities.

By
amendment and restatement of the Companys Certificate of Incorporation
filed with the state of Delaware and effective October 1, 2004, the Company increased its authorized capital from 10
million shares of common stock with a par value of $1.00 per share to 75 million
shares of common stock, par value of $0.001 per share and 2,500,000 shares of
preferred stock, $0.001 par value. All outstanding shares of $1.00 par value
common stock were deemed to be automatically converted to an equal number of
shares of $0.001 par value common stock. There were no outstanding shares of
preferred stock.

Item 3.  
Defaults Upon Senior Securities

None

Item 4.  Submission
of Matters to a Vote of Security Holders.

No
matters were submitted to a vote of security holders during the quarter ended
September 30, 2004, except that by the unanimous written consent of holders of
6,194,095 outstanding shares of common stock, the Company adopted its Amended
and Restated Certificate of Incorporation.

Upon
written consent of holders of 6,194,095 shares, the Amended and Restated
Certificate of Incorporation was amended to change the name of the Company to
Sunrise Energy Holdings, Inc.

Item 5.  
Other Information

On
October 4, 2004, the Company and certain stockholders entered into a Stock
Purchase Agreement and Plan of Reorganization, dated October 4, 2004
(Agreement) with the stockholders of Esko Pivnich, an oil and gas
production and development company incorporated and operating in the Republic of
Ukraine, to acquire all the outstanding shares of Esko Pivnich. The Company is
to issue that number of shares which, when added to the 5 million shares sold to
the Esko Pivnich stockholders in connection with this transaction by five of the
Companys foreign institutional stockholders, will result in the Company
s current stockholders retaining, in the aggregate, a nine percent (9%) in
the enlarged Company, which would then have 17 million shares issued and
outstanding. There are a series of conditions precedent to closing of the
transaction, including listing of the Companys shares for trading on OTC
Pink Sheets.

The
Company has engaged Computershare Investor Services, LLC of Golden, Colorado to
act as Registrar and transfer agent for the Companys common stock.

Item 6.
Exhibits and Reports on Form 8-K

(a)  
The following exhibits are filed with this report:

|3(i).1 |  | Amended
and Restated Certificate of Incorporation.
|------ |  | --------------------------------------------------

|3(i).2 |  | Amendment
to Amended and Restated Certificate of Incorporation.
|------ |  | ---------------------------------------------------------------

|3(ii) |  | Bylaws
of Sunrise Energy Resources, Inc.
|----- |  | ----------------------------------------

11

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|10.1 |  | Stock
Purchase Agreement and Plan of Reorganization, dated October 4, 2004.
|---- |  | ---------------------------------------------------------------------------

|31.1 |  | Certification
by Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------

|32.1 |  | Certification by the Chief Executive Officer and Principal Financial
Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)  
Reports on Form 8-K: No reports on Form 8-K were filed by the Company during the quarter
ended September 30, 2004.

12

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SIGNATURES

In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                       | 
|---------------------- | 
|                       | 
|Date: December 2, 2004 | 
|                       | 
|                       | 
|                       | 
|                       | 
|                       | 

13

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