U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




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


Securities
Exchange Act of 1934 (Mark One)




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




For
the three months ended


March
31, 2009




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




Commission
File Number 1-11248




SUNRISE
ENERGY RESOURSES, INC.


(Name of
Registrant as specified in its charter)




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





570
      Seventh Avenue, Suite 800New
      York, New York
              
              10018(Address
      of principal executive office)
              
              (Zip
      Code)




Registrant’s
telephone number, including area code: (917) 463-4210




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





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




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




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




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




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




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




State
issuer’s revenues for its most recent fiscal year: $2,372,529




As of May
15, 2009, the Registrant had 23,690,037 shares of common stock $.001 par value
issued and outstanding.




Transitional
Small Business Disclosure Format (Check one):  Yes  ̈; No x









SUNRISE
ENERGY RESOURCES, INC.




FORM
10-Q


TABLE
OF CONTENTS




PagePART
      I.  FINANCIAL INFORMATIONFinancial
      Statements (unaudited)Item
      1.Balance
      Sheets – March 31, 2009 and December 31, 2008
                              3Statements
      of Operations and Comprehensive Loss - for the three months ended March
      31, 2009 and 2008
                              4Statements
      of Changes in Stockholder’s Equity (Capital Deficit) – March 31, 2009 and
      December 31, 2008
                              5Statements
      of Cash Flows - for the three months ended March 31, 2009 and
      2008
                              6Notes
      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
                              16Item
      4.
                              Controls
      and Procedures
                              16PART
      II.
                              OTHER
      INFORMATIONItem
      1.
                              Legal
      Proceedings
                              19Item
      1A.
                              Risk
      Factors
                              19Item
      2.
                              Unregistered
      Sales of Equity Securities and Use of Proceeds
                              19Item
      3.
                              Defaults
      upon Senior Securities
                              19Item
      4.
                              Submission
      of Matters to a Vote of Security Holders
                              19Item
      5.
                              Other
      Information
                              19Item
      6.
                              Exhibits
      and Reports on Form 8-K
                              19SIGNATURES
                              20


2




PART
I.




SUNRISE
ENERGY RESOURCES INC.


BALANCE
SHEETS


(Expressed
in US Dollars)











March 31,
                        2009
                        (UNAUDITED)
                      
                      
                      December 31,
                        2008 (asrestated)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                      
                      $
                      2,616
                      
                      
                      $
                      17,428Other
      current assets
                      
                      
                      
                      
                      
                      
                      116,123TOTAL
      ASSETS
                      
                      $
                      2,616
                      
                      
                      $
                      133,551LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESOther
      accounts payable – related party
                      
                      
                      293,367
                      
                      
                      
                      278,371Interest
      payable – related party
                      
                      
                      22,476
                      
                      
                      
                      22,476Total
      current liabilities
                      
                      
                      315,843
                      
                      
                      
                      300,847STOCKHOLDERS’
      EQUITYCommon
      Stock, $.001 par value, 75,000,000 authorized, 23,690,037 and
      23,542,337  issued and outstanding as of March 31, 2009 and
      December 31, 2008
                      
                      
                      23,690
                      
                      
                      
                      23,542Additional
      Paid in Capital
                      
                      
                      6,626,723
                      
                      
                      
                      6,479,170Retained
      earnings (Accumulated deficit)
                      
                      
                      (6,963,639
                      )
                      
                      
                      (6,670,009
                      )Total
      stockholders' equity (deficit)
                      
                      
                      (313,227
                      )
                      
                      
                      (167,296
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                      
                      $
                      2,616
                      
                      
                      $
                      133,551


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


3





SUNRISE
ENERGY RESOURCES INC.


STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS


(Expressed
in US Dollars except share amounts)


UNAUDITED







For
      the three months endedMarch
      31,2009
                                    
                                    
                                    2008 (asrestated)OPERATING
      EXPENSESSales,
      general and administrative expenses
                                    
                                    
                                    (177,507
                                    )
                                    
                                    
                                    (174,691
                                    )OPERATING
      LOSS
                                    
                                    
                                    (177,507
                                    )
                                    
                                    
                                    (174,691
                                    )OTHER
      INCOME (EXPENSE)Interest
      expense, net
                                    
                                    
                                    (116,123
                                    )
                                    
                                    
                                    (244,750
                                    )Loss
      from continuing operations
                                    
                                    
                                    (293,630
                                    )
                                    
                                    
                                    (419,441
                                    )DISCONTINUED
      OPERATIONSGain
      on disposal of discontinued segment
                                    
                                    
                                    3,302,948Loss
      from operations of discontinued segment
                                    
                                    
                                    
                                    
                                    
                                    
                                    (434,000
                                    )Income/(Loss)
      from discontinued operations
                                    
                                    
                                    3,302,948
                                    
                                    
                                    
                                    (434,000
                                    )NET
      INCOME/(LOSS)
                                    
                                    
                                    3,009,318
                                    
                                    
                                    
                                    (853,441
                                    )TOTAL
      COMPREHENSIVE INCOME/(LOSS)
                                    
                                    $
                                    3,009,318
                                    
                                    
                                    $
                                    (853,441
                                    )BASIC  NET
      LOSS  PER SHARE
                                    
                                    $
                                    0.13
                                    
                                    
                                    $
                                    (0.04
                                    )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                                    
                                    
                                    23,616,187
                                    
                                    
                                    
                                    22,412,185


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


4


SUNRISE
ENERGY RESOURCES INC.


STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY


(CAPITAL
DEFICIT)


(Expressed
in US Dollars except share amounts)


UNAUDITED





TotalRetained
                              
                              
                              Accumulated
                              
                              
                              Stockholder'sCommon
                              
                              
                              Additional
                              
                              
                              Earnings
                              
                              
                              Other
                              
                              
                              EquityStock
                              
                              
                              Paid-in
                              
                              
                              (Accumulated
                              
                              
                              Comprehensive
                              
                              
                              (CapitalShares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Deficit)
                              
                              
                              (Loss)
                              
                              
                              Deficit)BALANCE,
      DECEMBER 31, 2007
                              
                              
                              21,704,682
                              
                              
                              $
                              21,705
                              
                              
                              $
                              4,643,353
                              
                              
                              $
                              (3,523,559
                              )
                              
                              $
                              (
      32,192
                              )
                              
                              $
                              1,109,307Private
      placement of shares
                              
                              
                              1,837,655
                              
                              
                              
                              1,837
                              
                              
                              
                              1,835,817
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              1,837,654Net
      loss for the year
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (6,449,398
                              )
                              
                              
                              
                              
                              
                              
                              (6,449,398
                              )Comprehensive
      loss for the year
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (1,396,661
                              )
                              
                              
                              (1,396,661
                              )BALANCE,
      DECEMBER 31, 2008
                              
                              
                              23,542,337
                              
                              
                              $
                              23,542
                              
                              
                              $
                              6,479,170
                              
                              
                              $
                              (9,972,957
                              )
                              
                              $
                              (1,428,853
                              )
                              
                              $
                              (4,899,098
                              )Private
      placement of shares
                              
                              
                              147,700
                              
                              
                              
                              148
                              
                              
                              
                              147,552
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              147,700Net
      loss for the year
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              3,009,318
                              
                              
                              
                              
                              
                              
                              
                              3,009,318Comprehensive
      loss for the year
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              1,428,853
                              
                              
                              
                              1,428,853BALANCE,
      MARCH 31, 2009
                              
                              
                              23,690,037
                              
                              
                              $
                              23,690
                              
                              
                              $
                              6,626,722
                              
                              
                              $
                              (6,963,639
                              )
                              
                              $
                              -
                              
                              
                              $
                              (313,227
                              )


The
accompanying notes are an integral part of the financial
statements.
  5


SUNRISE
ENERGY RESOURCES INC.


STATEMENTS
OF CASH FLOWS


(Expressed
in US Dollars)


UNAUDITED







For
      the three months ended
                      March
      31,2009
                    
                    
                    2008
      (as restated)CASH
      (USED IN) PROVIDED BY  OPERATING ACTIVITIES:Net
      loss
                    
                    $
                    3,009,318
                    
                    
                    $
                    (853,441
                    )Adjustments
      to reconcile net loss to net cash in operating activities:Gain
      on disposal of discontinued segment
                    
                    
                    (3,302,948
                    )Loss
      from operations of the discontinued segment
                    
                    
                    
                    
                    
                    
                    434,000Increase
      in other accounts payable and accruals
                    
                    
                    14,995Increase
      in interest payable
                    
                    
                    116,123
                    
                    
                    
                    107,488NET
      CASH FLOW FROM OPERATING ACTIVITIES
                    
                    
                    (162,512
                    )
                    
                    
                    (311,953
                    )CASH
      PROVIDED BY FINANCING ACTIVITIES:Short
      term notes repaid
                    
                    
                    
                    
                    
                    
                    (558,257
                    )Proceeds
      from share issuance
                    
                    
                    147,700
                    
                    
                    
                    1,415,005NET
      CASHFLOW FROM FINANCING ACTIVITIES
                    
                    
                    147,700
                    
                    
                    
                    856,748CASH
      USED IN INVESTING ACTIVITIESInvestment
      into discontinued operations
                    
                    
                    
                    
                    
                    
                    (524,634
                    )NET
      CASH FLOW FROM INVESTING ACTIVITIES
                    
                    
                    
                    
                    
                    
                    (524,634
                    )INCREASE
      (DECREASE) IN CASH
                    
                    
                    (14,812
                    )
                    
                    
                    20,161CASH,
      at the beginning of the period
                    
                    
                    17,428
                    
                    
                    
                    33CASH,
      at the end of the period
                    
                    $
                    2,616
                    
                    
                    $
                    20,194


The
accompanying notes are an integral part of the financial
statements.
 6


SUNRISE
ENERGY RESOURCES INC.


STATEMENTS
OF CASH FLOWS


SUPPLEMENTAL
INFORMATION


(Expressed
in US Dollars)


UNAUDITED





Three
      Months EndedMarch
      31,2009
                
                
                2008
      (asrestated)Cash
      paid for:Income
      taxes
                
                $
                -
                
                
                $
                -Non-cash
      investing and financing transactions:
                
                $
                -
                
                
                $
                -








7




NOTES
TO THE FINANCIAL STATEMENTS (UNAUDITED)




1.    NATURE
OF BUSINESS




Until
December 31, 2008 all operating activities of Sunrise Energy Resources Inc. were
conducted through its wholly owned Ukrainian subsidiaries, TOV Energy-Servicing
Company Esko Pivnich (“Esko Pivnich” or “EP”) and Pari  (“Pari”) both
formed as Ukrainian Closed Joint Stock Companies (CJSC). Esko Pivnich 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 Esko Pivnich 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 Esko Pivnich to fulfill its monthly
delivery obligations.




Sunrise
Energy Resources Inc. currently has its headquarters at the following address:
570 Seventh Avenue, Suite 800, New York, New York 10018. As of March 31, 2009
the company employed 2 people.




Absence
of proved reserves in Karaikozovsk field





On March
11, 2009 the Company received a letter from its geologists, Netherland, Sewell
& Associates, Inc. stating that based on the prices and costs used in the
evaluation, which was conducted in accordance with the guidelines of the US
Securities and Exchange Commission (SEC), they have determined that there were
no proved reserves in Karaikozovsk field as of December 31, 2008.




Millington
Situation





As at
December 31, 2008, the Company had $5,328,828 of principal outstanding under
Convertible Debenture Agreements CD-1001, CD-1009, CD-1011 and
CD-1013.  In addition, on December 31, 2008 the Company owed to
Millington $239,886 in accrued interest on the above notes. During first quarter
2009, an additional interest of $116,123 accrued on the outstanding principal.
In accordance with the Convertible Debenture Agreements, the Company was
obligated to repay the principal together with the accrued interest within 3
(three) years of the receipt of funds. The first Convertible Debenture Agreement
CD-1001 for the face value of $917,200 was dated March 30, 2006 and matured on
March 30, 2009. On March 13, 2008, Millington Solutions LLC notified the Company
that it did not intend to extend the maturity date of CD-1001 as well as the
maturity dates of CD-1009, CD-1011 and CD-1013 tranches.





Furthermore,
pursuant to Clause 3 - “Lender’s Right of Acceleration” of the Convertible
Debenture Agreements CD-1001, CD-1009, CD-1011 and CD-1013, the Millington
Solutions had the right, to declare the entire unpaid principal and interest
under the Note due immediately in the event, the Company failed to make any
payment of principal or interest within fifteen days after its due date or if
one or more judgments which in the aggregate exceeded  $100,000 were
entered against the Company. Accordingly, in the event, the Company were unable
to secure adequate financing to service the redemption of CD-1011 and/or any
other tranche, the Company would technically be in default on all tranches
CD-1001, CD-1009, CD-1011 and CD-1013 which at that time become immediately due
for repayment in the total amount of $5,684,837 including capitalized interest
as of March 31, 2009.





Disposition
of assets and discontinuance of operations





On March
27, 2009, the Company received a proposal from Millington Solutions LLC to
transfer all Company’s assets to Millington Solutions LLC in exchange for the
total extinguishment of all liability to Millington Solutions LLC including but
not limited to principal and interest accrued under the convertible debenture
notes CD-1001, CD-1009, CD-1011 and CD-1013. Upon deliberation, the management
on March 30, 2009 determined to accept the proposal of Millington Solutions LLC
for the following key reasons:




8




·
            The
      Company has received a notice from Millington Solutions LLC stating that
      Millington did not intend to extend the maturity date of the Millington
      Notes. The Company’s inability to make the payment of principal and
      interest accrued under CD-1001 in the amount of $1,211,621 will result in
      the Company technically defaulting on all Millington Notes in the total
      amount of $5,684,837 including principal and interest accrued to March 31,
      2009. The Company believed that it exhausted its best efforts to raise
      external financing to redeem CD-1001 in the first instance and other
      Millington Notes;


·
            All
      of the Company’s licenses expire during 2009 and are unlikely to be
      renewed due to the absence of proved reserves, uncertain prospects and a
      significant capital infusion required to renew the licenses and further
      develop them.


·
            For
      the aforesaid reasons it was determined that the management was justified
      in accepting the proposal submitted by Millington Solutions. As a result
      of transferring all operations to Millington Solutions, the transactions
      related to all operations in Ukraine are considered to be discontinued
      operations for future reporting.





At the
time of this report, the Company and Millington Solutions are drafting
definitive agreements to complete the disposal. The Company and Millington
Solutions anticipate that the disposal transaction would be closed during the
second quarter of 2009.  The Company and Millington Solutions have
agreed that regardless of the actual date of executing the definitive
agreements, December 31, 2008 shall be deemed the effective closing date for the
disposal.





December
31, 2008, statements have been restated to reflect the discontinued operations
results of operations, financial position and cash flows are separately reported
for all periods presented.





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 income of $3,009,318 during the
quarter ended March 31, 2009, while the Company’s current liabilities exceeded
its current assets by $313,227.




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 in equity markets. At the present time the Company does not believe it
will be able to obtain additional funding. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should the Company be unable to continue in
existence.




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




3.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





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




9




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





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





Cash and Cash
Equivalents – Cash include 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 amount of
cash which are subject to insignificant risk of changes in value. Cash and cash
equivalents as of March 31, 2009 and December 31, 2008 consisted mainly of USD
denominated current accounts held at Citibank.




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




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





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





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





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





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





Fair Value of
Financial Instruments – 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.




10




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.




Segment
Reporting – Prior to
December 31, 2008, the Company’s business operations were located in Ukraine and
related primarily to exploration and development of crude oil and natural gas
properties. For the purposes of these financial statements, these operations
were presented under the heading of “Discontinued Operations”.




4.      OTHER
ACCOUNTS PAYABLE AND ACCRUALS




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





3/31/2009
                  
                  
                  12/31/2008Professional
      Services
                  
                  $
                  18,276
                  
                  
                  
                  3,280Related
      partiesAdvances
      from shareholders
                  
                  
                  275,091
                  
                  
                  
                  275,091Total
                  
                  $
                  293,367
                  
                  
                  $
                  278,371





The
amounts of $18,276 and $3,280 were due to the Company’s auditor and financial
printer. The amount of $275,091 represents advances from shareholders with no
specific terms paid to the Company during 2005 and 2006.




5.       INTEREST
PAYABLE




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




6.
      SHAREHOLDERS’ EQUITY




During
the first 3 months of 2009, the Company raised $147,700 from private placements
of 147,700 shares Company’s unregistered stock to non-US investors in reliance
on Regulation S as promulgated under the Securities Act of 1933.





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




7.
      INCOME/LOSS PER COMMON SHARE




Basic net
loss per common share has been computed based on the weighted-average number of
shares of common stock outstanding during the applicable period. In accordance
with SFAS No. 128 “Earnings
per share”, diluted net income per common share is computed based on the
weighted-average number of shares of common stock and common stock equivalents
outstanding during the applicable period, as if all potentially dilutive
securites 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




Three
      Months EndedMarch
      31,2009
                  
                  
                  2008(Unaudited)
                    (in
      US dollars, except
                    per
      share amounts)Loss
      from continuing operations
                  
                  
                  (293,630
                  )
                  
                  
                  (419,441
                  )Income/(Loss)
      from discontinued operations
                  
                  
                  3,302,948
                  
                  
                  
                  (434,000
                  )Net
      income/(loss) attributable to common stockholders
                  
                  $
                  3,009,318
                  
                  
                  $
                  (853,441
                  )Weighted
      average common shares outstanding, basic
                  
                  
                  23,616,187
                  
                  
                  
                  22,412,185Loss
      from continuing operations per commion share, basic
                  
                  
                  (0.01
                  )
                  
                  
                  (0.02
                  )Income/(Loss)
      from discontinued operations per common share, basic
                  
                  
                  0.14
                  
                  
                  
                  (0.02
                  )Income/(Loss)
      per common share, basic
                  
                  $
                  0.13
                  
                  
                  $
                  (0.04
                  )Weighted
      average common shares outstanding, diluted
                  
                  
                  23,616,187
                  
                  
                  
                  22,412,185Loss
      from continuing operations per commion share, basic
                  
                  
                  (0.01
                  )
                  
                  
                  (0.02
                  )Income/(Loss)
      from discontinued operations per common share, basic
                  
                  
                  0.14
                  
                  
                  
                  (0.02
                  )Loss
      per common share, diluted
                  
                  $
                  0.13
                  
                  
                  $
                  (0.04
                  )




8.    
  RELATED PARTIES




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




Our
related parties are CJSC Infox and Zaccam Trading, Ltd.. During the period ended
March 31, 2009 we received $147,700 from Zaccam Trading, Ltd to finance general
corporate expenses.




9.    
  COMMITMENTS AND CONTINGENCIES




Environmental
remediation –Under Ukrainian law, the Company is obligated to meet
certain environmental remediation obligations related to its 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 disposal term
sheet executed by the Company and Millington Solutions LLC, the Millington would
assume all environmental remediation obligations relating to the oil & gas
properties previously held by the Company through its former subsidiaries Esko
Pivnich and Pari.




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




10.      RISK
MANAGEMENT POLICIES




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




11.   
 SUBSEQUENT EVENTS




None.




13




MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




Discussion and Analysis of
Financial Condition




Introduction




On March
31, 2009, the Company and Millington Solutions, LLC agreed that the Company
would transfer its entire interests in its wholly owned subsidiaries Esko
Pivnich and Pari to Millington in settlement of Convertible Debenture Notes due
to Millington in the total amount of  $5,684,837 including principal
and accrued interest to March 31, 2009. Millington agreed to assume any and all
environmental remediation liability that may arise in relation to properties
previously owned by Esko Pivnich and Pari.




Current
Activities




At the
time of this report, the Company and Millington Solutions are drafting
definitive agreements to complete the disposal. The Company and Millington
Solutions anticipate that the disposal transaction would be closed during the
second quarter of 2009.  The Company and Millington Solutions have
agreed that regardless of the actual date of executing the definitive
agreements, December 31, 2008 shall be deemed the effective closing date for the
disposal.




Cash
requirements




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 believes it will be able to raise these funds through equity and debt
financing; however, there is no guarantee that funds will be
raised.




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




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





In order
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 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 of
the December 31, 2008 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.




14




Use of
Estimates




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




Revenue
Recognition




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




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




15




ITEM
3.  Quantitative and Qualitative Disclosures about Market
Risk




Disclosure
regarding Forward-Looking Statements




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




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




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




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




All
dollar amounts refer to US dollars unless otherwise indicated.




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




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 Chief 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 December 31, 2008. Based upon that evaluation,
our Directors, Chief Executive and Chief Financial Officer, concluded that our
disclosure controls and procedures were effective.




16




Management’s
Report on Internal Controls and Procedures





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





As of
December 31, 2008, management conducted an assessment of the effectiveness of
the Company’s internal control over financial reporting based on the framework
established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on the
criteria established by COSO, management concluded that the Company’s internal
control over financial reporting was not effective as of December 31, 2008, as a
result of the identification of the material weakness described
below.





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





The
Company’s management has identified a material weakness in the effectiveness of
internal control over financial reporting arising from a shortage of adequately
qualified staff in the accounting department. As a result, the reported US GAAP
accounts included small clerical errors which were not timely discovered. No
particular disclosure has been materially affected by the above
weakness.





We intend
to continue providing US GAAP training to our staff and to streamline processes
and procedures of preparing the US GAAP accounts. These steps would enable us to
prepare the accounts in advance and ensure that more time is available for
review and amendments. This would also help us improve the completeness and
accuracy of the financial statements. We are also reviewing the possibility of
hiring more qualified staff in our accounting department. However, due to budget
constraints it may be unfeasible to recruit sufficient resources to completely
correct the deficiency at this time.





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




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




17




Conclusion





The above
identified material weakness did not result in material audit adjustments to our
2008 financial statements. We intend to continue training our staff in US GAAP
to reduce the likelihood of an error and to afford us more time for review and
amendment of financial reports. However, based on our current size and size of
operations, we do not believe it is economically feasible to fully remediate
this weakness. We cannot assure you that, as circumstances change, any
additional material weakness will not be identified.





Changes in internal control
over financial reporting





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


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. Management believes that the resolution of all business matters
which would have a material impact on the Company’s financial position or
operating results have been recorded.




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 2008 Annual Report on Form 10-K
including Risk Factors of Part I, which risks could materially affect our
business, financial condition or future results. 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.




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





During
the first 3 months of 2009, the Company raised $147,700 from private placements
of 147,700 shares Company’s unregistered stock to non-US investors in reliance
on Regulation S as promulgated under the Securities Act of 1933. The proceeds
from this offering were used for general corporate purposes.





Item
3. Defaults upon Senior Securities





None





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





None





Item
5. Other Information





None




Item
6.  EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND REPORTS ON FORM
8-K




Reports
on Form 8-K




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




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




Statements
of Changes in Stockholders’ Equity (Capital Deficit) for the three months ended
March 31, 2009




Statements
of Operations and Comprehensive Loss for the three months ended March 31, 2009
and 2008.




Notes to
the Financial Statements for the periods ended March 31, 2009and December 31,
2008




19




Exhibit
                    Number
                  
                  Description
                  
                  Incorporation by Reference31.1
                  
                  Rule
      13a-14(a) Certification of Chief
                  
                  Filed
      HerewithExecutive
      Officer31.2
                  
                  Rule
      13a-14(a) Certification of Chief
                  
                  Filed
      HerewithFinancial
      Officer32.1
                  
                  Section
      1350 Certification of Chief
                  
                  Filed
      HerewithExecutive
      Officer32.2
                  
                  Section
      1350 Certification of Chief
                  
                  Filed
      HerewithFinancial
      Officer




SIGNATURES




In
accordance with the requirements of the Exchange Act, the Registrant caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.




Sunrise
      Energy Resources, Inc./s
      Konstantin
      TsirulnikovDate:
      May 15, 2009
                Konstantin
      TsirulnikovPresident and Chief Executive
      Officer




20