<PAGE>

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

                                  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 31, 2001

[ ] 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)

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

6231 Leesburg Pike, Falls Church, Virginia                                22044
--------------------------------------------------------------            --------------------------------------------------
(Address of principal executive offices)                                                      (Zip Code)
</TABLE>

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 90 days.
Yes [X]  No [ ]

As of December 31, 2001, there were 2,090,000 shares of common stock
outstanding.

<PAGE>

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 proceeding 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 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 2002 and initiate a
         public offering in 2003 or 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

<PAGE>


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

                                    Date
                                    ------------------------

                                    BY /s/ Albert L. Stewart
                                    ------------------------
                                    Albert L. Stewart, Vice President, Secretary

                                    Date March 8, 2002
                                    ------------------------