U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.20549




FORM
10-Q




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





For
the quarterly period ended June 30, 2010




o
            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




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)





3463
      Magic Drive, Suite 425San
      Antonio, TX
            
            78829(Address
      of principal executive offices)
            
            (Zip
      Code)




Registrant’s
telephone number, including area code: (210) 861-8353




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 o




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 xNo o





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  o
              
              Accelerated
      filer  oNon-accelerated
      filer  o
                (Do not check if a smaller reporting
      company)
              
              Smaller
      reporting company  x


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


Yes oNo x




As of
August 4, 2010, the Registrant had 23,747,827 shares of common stock $.001 par
value issued and outstanding.









SUNRISE
ENERGY RESOURCES, INC.




FORM
10-Q




TABLE
OF CONTENTS




PagePART
      I.  FINANCIAL INFORMATIONItem
      1.
              
              Financial
      Statements (unaudited)Balance
      Sheets – June 30, 2010 and December 31, 2009
              
              3Statements
      of Operations and Comprehensive Loss - for the three and six months ended
      June 30, 2010 and 2009
              
              4Statements
      of Changes in Stockholder’s Equity (Capital Deficit) – June 30, 2010 and
      December 31, 2009
              
              5Statements
      of Cash Flows - for the six months ended June 30, 2010 and
      2009
              
              6Notes
      to the Unaudited Financial Statements
              
              7Item
      2.
              
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              13Item
      3.
              
              Quantitative
      and Qualitative Disclosures about Market Risk
              
              16Item
      4.
              
              Controls
      and Procedures
              
              16PART
      II. OTHER
      INFORMATIONItem
      1.
              
              Legal
      Proceedings
              
              17Item
      1A.
              
              Risk
      Factors
              
              17Item
      2.
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              17Item
      3.
              
              Defaults
      upon Senior Securities
              
              17Item
      4.
              
              [Removed
      and Reserved]
              
              17Item
      5.
              
              Other
      Information
              
              17Item
      6.
              
              Exhibits
              
              17SIGNATURES
              
              18


2




PART
I.




SUNRISE
ENERGY RESOURCES INC.


BALANCE
SHEETS


(Expressed
in US Dollars)





June
      30,
              2010
            
            
            December
      31,
              2009(UNAUDITED)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            -
            
            
            $
            38Other
      current assetsTOTAL
      ASSETS
            
            $
            -
            
            
            $
            38LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESOther
      accounts payable – related party
            
            
            -
            
            
            
            382,365Interest
      payable – related party
            
            
            -
            
            
            
            22,476Other
      accounts payable
            
            
            32,276
            
            
            
            28,276Total
      current liabilities
            
            
            32,276
            
            
            
            433,117Convertible
      notes payable
            
            
            431,064
            
            
            
            -TOTAL
      LIABILITIES
            
            
            463,340
            
            
            
            433,117STOCKHOLDERS’
      EQUITY (DEFICIT)Common
      Stock, $.001 par value, 75,000,000 authorized, 23,747,827 and
      23,690,037issued and outstanding as of June 30, 2010 and December 31,
      2009, respectively
            
            
            23,748
            
            
            
            23,690Additional
      Paid-in Capital
            
            
            6,626,665
            
            
            
            6,626,723Retained
      earnings (Accumulated deficit)
            
            
            (7,113,753
            )
            
            
            (7,083,492
            )Total
      stockholders' equity (deficit)
            
            
            (439,284
            )
            
            
            (433,079
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            -
            
            
            $
            38




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


3





SUNRISE
ENERGY RESOURCES INC.


STATEMENTS
OF OPERATIONS


(Expressed
in US Dollars except share amounts)


UNAUDITED





For
      the sixmonths
            
            
            For
      the three monthsended
      June 30,
            
            
            ended
      June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009OPERATING
      EXPENSESSales,
      general and administrative expenses
            
            $
            19,914
            
            
            $
            237,768
            
            
            $
            13,709
            
            
            $
            60,261LOSS
      FROM OPERATIONS
            
            
            (19,914
            )
            
            
            (237,768
            )
            
            
            (13,709
            )
            
            
            (60,261
            )OTHER
      INCOME (EXPENSE)Interest
      expense, net
            
            
            (10,347
            )
            
            
            (116,123
            )
            
            
            (10,347
            )
            
            
            -Net
      loss from continuing operations
            
            
            (30,261
            )
            
            
            (353,891
            )
            
            
            (24,056
            )
            
            
            (60,261
            )DISCONTINUED
      OPERATIONSGain
      on disposal of discontinued segment
            
            
            -
            
            
            
            3,302,948
            
            
            
            -
            
            
            
            -NET
      INCOME (LOSS)
            
            $
            (30,261
            )
            
            $
            2,949,057
            
            
            $
            (24,056
            )
            
            $
            (60,261
            )NET
      INCOME (LOSS) PER COMMON SHARE – Basic and fully dilutedContinuing
      operations
            
            $
            -
            
            
            $
            (0.01
            )
            
            $
            -
            
            
            $
            -Discontinued
      operations
            
            
            -
            
            
            
            0.14
            
            
            
            -
            
            
            
            -Net
      income (loss)
            
            $
            -
            
            
            $
            0.12
            
            
            $
            -
            
            
            $
            -WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
            
            
            23,690,037
            
            
            
            23,616,187
            
            
            
            23,690,037
            
            
            
            23,616,187








4




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
            )
            
            
            -
            
            
            
            -Net
      loss for the six months
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (30,261
            )
            
            
            (30,261
            )BALANCE,
      JUNE 30, 2010
            
            
            23,747,827
            
            
            $
            23,748
            
            
            $
            6,626,665
            
            
            $
            (7,113,753
            )
            
            $
            (463,340
            )








5




SUNRISE
ENERGY RESOURCES INC.


STATEMENTS
OF CASH FLOWS


(Expressed
in US Dollars)


UNAUDITED





For
      the six months
              ended
      June 30,2010
            
            
            2009CASH
      (USED IN) PROVIDED BY  OPERATING ACTIVITIES:Net
      loss
            
            $
            (30,261
            )
            
            $
            2,949,057Adjustments
      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 – related party
            
            
            -
            
            
            
            15,993Interest
      payable – related party
            
            
            -
            
            
            
            116,123Accrued
      interest payable
            
            
            10,347
            
            
            
            -NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (19,914
            )
            
            
            (221,775
            )CASH
      PROVIDED BY FINANCING ACTIVITIES:Proceeds
      from loans from related parties
            
            
            19,876
            
            
            
            57,200Proceeds
      from issuance of common stock
            
            
            -
            
            
            
            147,700NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            19,876
            
            
            
            204,900CASH
      USED IN INVESTING ACTIVITIES
            
            
            -
            
            
            
            -INCREASE
      (DECREASE) IN CASH
            
            
            (38
            )
            
            
            (16,875
            )CASH,
      at the beginning of the period
            
            
            38
            
            
            
            17,428CASH,
      at the end of the period
            
            $
            -
            
            
            $
            553Supplemental
      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
            
            
            $
            -







6




SUNRISE
ENERGY RESOURCES INC.


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 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. The Ukrainian operations were sold in June2009. The
Company now has operations in San Antonio, Texas. The Company has developed a
new business plan to identify or develop “green
technologies”
which improve energy efficiencies.




Sunrise
Energy Resources Inc. currently has its headquarters at the following address:
San Antonio Tech Center Building, 3463 Magic Drive, Suite 425, San Antonio,
Texas 78829. As of June 30, 2010 the Company’s
only employee was its CEO.




2.
            PRESENTATION
      OF FINANCIAL STATEMENTS




Interim Financial
Statements – These financial statements are prepared on the accrual basis
of accounting in conformity with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements
for the years ended December 31, 2009 and 2008 and notes thereto contained in
the Company’s Annual Report on Form 10-K. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein.  The results of
operations for interim periods are not necessarily indicative of the results to
be expected for the full year. Notes to the financial statements which would
substantially duplicate the disclosures contained in the audited financial
statements for the most recent fiscal year ended December 31, 2009, as reported
in the most recent Form 10-K, have been omitted.
  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 $30,261 during the six
months ended June 30, 2010, while the Company’s current liabilities exceeded its
current assets by $32,276.




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 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





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




7





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 December 31, 2009 consisted mainly of USD denominated
current accounts held at Citibank.  The Company held no cash or cash
equivalents at June 30, 2010.




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




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





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





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





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





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





Fair Value of
Financial Instruments – SFAS No. 107, “Disclosures About Fair Value
of Financial Instruments,” requires disclosure of the fair value of certain
financial instruments. Unless otherwise noted, it is management’s opinion that
the Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments. The fair value of financial
instruments approximate their carrying values due to the immediate or short term
maturity of these financial instruments.





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




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




4.
            OTHER
      ACCOUNTS PAYABLE AND ACCRUALS




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





June
      30,
              2010
            
            
            December
      31,
              2009Professional
      Services
            
            $
            32,276
            
            
            $
            28,276Related
      partiesAdvances
      from shareholders
            
            
            -
            
            
            
            382,365Total
            
            $
            32,276
            
            
            $
            410,641




8




The
amounts of $32,276 and $28,276were due to the Company’s auditor, transfer agent
and financial printer as of June 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 six months ended June 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 issued a 10% Subordinated Convertible Note
payable to 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.




On May
23, 2010, the Company issued a 10% Subordinated Convertible Note
payable to 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.




On June
2, 2010, the Company issued a 10% Subordinated Convertible Note
payable to 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.




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.




9




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.




6.
            SHAREHOLDERS’
      EQUITY




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





During
the six months ended June 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.




7.
            INCOME/LOSS
      PER COMMON SHARE




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





Six
      Months Ended
              June
      30,2010
            
            
            2009(Unaudited)
              (in
      US dollars, except
              Per
      share amounts)Loss
      from continuing operations
            
            $
            (30,261
            )
            
            $
            (353,891
            )Income
      from discontinued operations
            
            
            -
            
            
            
            3,302,948Net
      income/(loss) attributable to common stockholders
            
            $
            (30,261
            )
            
            $
            2,949,057Weighted
      average common shares outstanding, basic
            
            
            23,690,037
            
            
            
            23,616,187Loss
      from continuing operations per common share, basic
            
            
            (0.00
            )
            
            
            (0.01
            )Income/(Loss)
      from discontinued operations per common share, basic
            
            
            0.00
            
            
            
            0.14Income/(Loss)
      per common share, basic
            
            $
            0.00
            
            
            $
            0.12Weighted
      average common shares outstanding, diluted
            
            
            23,690,037
            
            
            
            23,616,187Loss
      from continuing operations per common share, diluted
            
            
            (0.00
            )
            
            
            (0.01
            )Income/(Loss)
      from discontinued operations per common share, diluted
            
            
            0.00
            
            
            
            0.14Loss
      per common share, diluted
            
            $
            0.00
            
            
            $
            0.12




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 June 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





On May
12, 2010, Mr. David A. Melman, the Сhairman of the Board of Directors of the
Company, notified the Company of his decision to resign as director and Chairman
of the Board of Directors of the Company. Mr. Melman’s resignation was effective
immediately. Mr.
Melman’s 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.




9.
            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.




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




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




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




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




11.
            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.





11




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.




12.
            SUBSEQUENT
      EVENTS




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 Registrant 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.




13.
              INCOME
      TAXES


Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classification of assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse. There are no uncertain
tax positions.
 
 The
Company does not have significant net operating loss carryforwards as the
majority of net operating loss carryforwards created in prior years are not
expected to be available to offset future earnings due to the change in control
of the Company.
  The
Company does not have deferred income tax assets at June 30, 2010.


12




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", the "Company" and "Sunrise"
mean Sunrise Energy Resources, 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 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.




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.




13




Current
activities




The
Company’s
business operations are now located in San Antonio, Texas.  Subsequent
to the recent change of control, the Company decided to revise its business and
has developed a new business plan to identify or develop "green technologies"
which improve energy efficiencies. The Company has devoted substantially all of
its resources to locating and developing software applications to assist
consumers in selecting products which use less energy and are better for
the environment so that the consumer has credible information to make a decision
as to the "greenest" products available for purchase. A project currently
under development is a smart-phone application intended to assist customers with
selecting greener alternatives to products and services which they already
buy.  The application, directed at the environmentally conscious
consumer, would allow the Company to enjoy two distinct revenue streams, one
from the sale of the application, the second from advertising and product
placement within the application itself.  The Company believes the
application will be ready for Beta Testing during the third quarter of 2010 but
there is no assurance that this will occur.




The
Company is reviewing several possible acquisitions, however  due
diligence has not been completed at this time and there is no assurance
that any acquisitions will be made.




Cash
requirements




The
Company anticipates it will require around $100,000 to complete development of
its software application described above and to acquire or develop synergistic
applications for green technology and sustain operations 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.




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.




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) 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 gross
basis.




15




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 June 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.





16




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 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.  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





None





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
            
            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




17




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.Date:
      August 17, 2010
              
              /s
      John ShearerJohn
      ShearerChief
      Executive Officer(Principal
      Executive, Financial and Accounting Officer)




18