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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-KSB



(Mark One)

|x |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------



| |  | For the Fiscal year ended December 2002
| |  | ---------------------------------------



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



Commission File Number: 33-79320



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SUNYLAND HOLDINGS CORPORATION

(Name of small business issuer in its charter)



|Delaware                                                       |  | 54 -1706550                         
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employee Identification No.)



Issuers telephone number (703)237-8230



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



Common Stock

(Title of class)



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 days.
Yes  x    No ̈



As of December 31, 2002, there were 2,090,000 shares of common
stock outstanding.



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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, while
it 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 the S.D. Sunnyland Enterprises, Inc., (its parent company) and is
physically located in the same office.



ITEM 3. Legal
Proceedings



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 from 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 of 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 2003 and initiate a public offering in 2004.



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 requirements 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: /s/    Syung D. HanSyung D. Han, President, CEO


Date: March 10, 2003By: /s/    Albert L. StewartAlbert L. Stewart, Vice President, SecretaryDate: March 10, 2003