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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form 10-KSB


(Mark One)

    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 For the fiscal year ended December 31, 2000

    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934


    Commission File Number 33-79320


                        SUNNYLAND HOLDINGS CORPORATION
                        ------------------------------
                (Name of small business issuer in its charter)

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<S>                                                                               <C>
Delaware                                                                          54-1706550
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(State or other jurisdiction of incorporation or organization)                           (I.R.S. Employer Identification No.)

6231 Leesburg Pike, Falls Church, Virginia                                        22044
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     (Address of principal executive offices)                                                    (Zip Code)

Issuer's telephone number: (703) 532-9247, Fax (703) 237-7555
                           -----------------------------------

Securities registered under Section 12(g) of the Exchange Act:

Common Stock
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                                                         (Title of class)

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

As of December 31, 2000 there were 2,090,000 shares of common stock outstanding.



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                                    PART I

ITEM 1.    Description of Business

           The Company was incorporated in the State of Delaware on November 5,
           1993 to engage in the acquisition, construction and/or operation of
           income properties and all business activities incidental thereof
           (income properties). Initially, the company expected to target
           properties in South Korea and the Pacific Rim. Management's revised
           strategy, which will include properties in the Far East, now
           concentrates on properties in the United States. Some acquisitions
           may be accomplished by mergers.

ITEM 2.    Description of Property

           The Company does not presently own property. It leases office space
           from S.D. Sunnyland Enterprises, Inc., (its parent company) and is
           physically located in the same office.

ITEM 3.    Legal Proceeding

           There are no legal proceedings affecting the company to date.

ITEM 4.    Management's Discussion and Analysis (MD&A)

           Management recognizes that, as a result of its limited financial,
           managerial and other resources, the number of available or suitable
           income properties for which to choose may be limited; future
           acquisitions could include small hotels, motels, casinos, office and
           apartment buildings and a mix of on-going businesses with growth
           potentials.

           In general, Management intends to finance acquisitions through debt
           obligations such as mortgages at competitive market rates,
           debentures, and/or investors' equity. Repayment of debt obligations
           will come from profit and investors' equity interest in the company.

                                    PART II

ITEM 5.    Market for Registrant Common Equity and Related Stockholders Matters

           The Company's stock is not currently traded. Management hopes to
           attract private placement or merger during the year 2001 and initiate
           a public offering in 2002.

                                   PART III

ITEM 6.    Directors and Executive Officers of the Registrant

           Syung D.'Han, President/CEO, Board Chairman Albert L. Stewart, Vice
           President, Secretary, Director Sook L. Byun, Treasurer, Director

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ITEM 7.    Executive Compensation

           The Company will continue to minimize its cash requirement by
           deferring salaries to its officers until such time as substantial
           income is realized from acquired income properties. Incidental
           expenses of operation will be reviewed periodically and method of
           payment will be determined during such reviews.

ITEM 8.    Security Ownership of Certain Beneficial Owners and Management

                    Names                              Number of Shares
                    -----                              ----------------
           S.D. Sunnyland Enterprises, Inc.               2,000,000
           Syung D. Han                                      30,000
           Albert L. Stewart                                 30,000
           Sook J. Byun                                      30,000

           In accordance with the Exchange Act, this report has been signed by
           the following persons on behalf of the registrant and in the
           capacities and on the dates indicated.


                                        By    Syung D. Han
                                        -----------------------------
                                        Syung D. Han, President, CEO

                                        Date  03/16/01
                                        -----------------------------

                                        By    Albert L. Stewart
                                        -----------------------------
                                        Albert L. Stewart, Vice
                                        President, Secretary

                                        Date  March 16, 2001
                                        -----------------------------