SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q



                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


 For the Quarter Ended                           Commission File Number
   December 31, 1996                                   0-19516


                             SUNRISE RESOURCES, INC.
             (Exact name of registrant as specified in its charter)


       MINNESOTA                                      41-1632858
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                        5500 Wayzata Boulevard, Suite 725
                         Golden Valley, Minnesota 55416
                    (Address of principal executive offices)

               Registrant's telephone number, including area code
                                 (612) 593-1904

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


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

    7,188,721 shares of Common Stock, $.01 par value as of February 7, 1997.

<PAGE>



PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements
          Included herein is the following unaudited financial information:

          Consolidated  Balance  Sheets as of  December 31, 1996 and March 31,
          1996.

          Consolidated  Statements of Operations  for three month and nine 
          month periods ended December 31, 1996 and 1995.

          Consolidated Statements of Cash Flows for the nine month periods 
          ended December 31, 1996 and 1995.

          Notes to Consolidated Financial Statements.


<PAGE>


SUNRISE RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                    December 31,         March 31,
                                                                                        1996               1996
                                                                                    ---------------     -----------
ASSETS                                                                              (Unaudited)
<S>                                                                                 <C>                 <C>  
   Cash and cash equivalents                                                        $     2,381,000     $     1,629,000
   Accounts receivable, less allowance for doubtful accounts
     of $782,000 and $626,000                                                             2,465,000           3,537,000
   Income taxes receivable                                                                       --           1,157,000
   Inventory held for sale                                                                  178,000             123,000
   Loans receivable, less allowance for possible losses of $2,867,000
     and $2,773,000                                                                      10,885,000          14,074,000

   Investment in leasing operations:
     Direct financing leases                                                             52,513,000          65,165,000
     Operating leases, less accumulated depreciation of
       $22,655,000 and $19,927,000                                                       38,642,000          28,962,000
     Equipment held for lease                                                            10,588,000           6,474,000
     Initial direct costs                                                                   563,000             670,000
                                                                                    ---------------    ----------------
       Total investment in leasing operations                                           102,306,000         101,271,000
                                                                                    ---------------    ----------------

   Furniture and fixtures, less accumulated depreciation
     of $496,000 and $396,000                                                               431,000             515,000
   Other assets                                                                             605,000             172,000
   Goodwill and non-compete agreement, less
      accumulated amortization of $83,000 and $50,000                                       574,000             607,000
                                                                                    ---------------    ----------------
       Total assets                                                                $ 119,825,000        $    123,085,000
                                                                                   ================    =================

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
   Financing arrangements:
     Borrowings under lines of credit                                               $    17,274,000    $     18,298,000
     Note payable to King Management Corporation                                                 --           4,127,000
     Securitized borrowings (Note 5)                                                     11,315,000                  --
     Recourse participations in loans receivable                                          1,055,000           4,582,000
     Discounted lease rentals                                                            44,376,000          56,520,000
                                                                                    ---------------    ----------------
       Total financing arrangements                                                      74,020,000          83,527,000
                                                                                    ---------------    ----------------

   Accounts payable                                                                       6,617,000           4,837,000
   Accrued liabilities                                                                    4,032,000           3,919,000
   Accrued income taxes                                                                   1,484,000                  --
   Deferred tax liability                                                                 1,498,000           1,498,000
                                                                                    ---------------    ----------------
       Total liabilities                                                                 87,651,000          93,781,000
                                                                                    ---------------    ----------------

COMMITMENTS AND CONTINGENCIES (Note 6)


SHAREHOLDERS' EQUITY
   Common stock, par value $.01 per share, authorized
     17,500,000 shares, 7,189,000 shares issued
     and outstanding at both dates                                                           72,000              72,000
   Capital stock, undesignated, par value $.01 per share,
     authorized 2,500,000 shares, none issued or outstanding                                      --                 --
   Additional paid-in capital                                                            25,601,000          25,601,000
   Retained earnings                                                                      6,501,000           3,631,000
       Total shareholders' equity                                                        32,174,000          29,304,000
                                                                                    ---------------      --------------
       Total liabilities and shareholders' equity                                  $    119,825,000     $   123,085,000
                                                                                   ================     ===============
</TABLE>

The  accompanying  notes to  consolidated  financial  statements are an
integral part of these balance sheets.


<PAGE>




SUNRISE RESOURCES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>

                                                     Three Months                           Nine Months
                                                 Ended December 31,                     Ended December 31,
                                            ---------------------------------       ------------------------------
                                                   1996               1995                1996                1995
                                            -----------------   -------------       ---------------    -------------
<S>                                          <C>                <C>                 <C>                <C>    
REVENUES
   Operating leases                          $     7,205,000    $     5,268,000     $    19,071,000    $    16,328,000
   Direct financing leases                         1,790,000          2,445,000           6,011,000          7,318,000
   Equipment sales                                 2,067,000          1,684,000           6,868,000          7,891,000
   Interest Income                                   168,000            553,000             565,000          1,813,000
   Fee income                                         64,000             77,000             187,000            307,000
                                             ---------------    ---------------     ---------------    ---------------
     Total Revenues                               11,294,000         10,027,000          32,702,000         33,657,000
                                             ---------------    ---------------     ---------------    ---------------

COSTS AND EXPENSES
   Depreciation                                    4,066,000          3,318,000          10,904,000         10,390,000
   Interest                                        1,797,000          2,063,000           5,110,000          6,303,000
   Provision for lease and loan losses               206,000            494,000             632,000          1,252,000
   Cost of equipment sold                          1,924,000          1,324,000           5,990,000          6,950,000
   Compensation expense                              876,000            776,000           2,659,000          2,554,000
   Other operating expenses                          785,000            733,000           1,886,000          2,019,000
                                             ---------------    ---------------     ---------------    ---------------
     Total Costs and Expenses                      9,654,000          8,708,000          27,181,000         29,468,000
                                             ---------------    ---------------     ---------------    ---------------

INCOME FROM OPERATIONS
   BEFORE PROVISION
   FOR INCOME TAXES                                1,640,000          1,319,000           5,521,000          4,189,000

PROVISION FOR INCOME TAXES                           789,000            530,000           2,651,000          1,677,000
                                             ---------------    ---------------     ---------------    ---------------

NET INCOME                                   $       851,000       $    789,000      $    2,870,000     $    2,512,000
                                             =================   ===============     =================  ===============
NET INCOME PER COMMON
   AND COMMON
   EQUIVALENT SHARE                          $         0.12     $          0.11     $          0.40    $          0.35
                                             ==============     ===============     ===============     ==============

WEIGHTED AVERAGE NUMBER
   OF COMMON AND
   COMMON EQUIVALENT
   SHARES OUTSTANDING                              7,220,000          7,189,000           7,198,000          7,191,000
                                             ===============    ===============     ===============    ===============

</TABLE>

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


<PAGE>


SUNRISE RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>

                                                                                                Nine Months
                                                                                            Ended December 31,
                                                                                         1996                1995
                                                                                    ---------------     ----------------
<S>                                                                                 <C>                 <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                                          $     2,870,000     $     2,513,000
Adjustments to reconcile net income to net cash
      provided by operating activities:
    Provision for lease and loan losses                                                     632,000           1,252,000
    Depreciation and amortization                                                        10,947,000          10,429,000
    Change in operating assets and liabilities:
        Accounts receivable                                                                 916,000          (1,293,000)
        Income taxes receivable                                                           1,157,000                  --
        Other assets                                                                       (368,000)            (52,000)
        Inventory held for sale                                                             (55,000)             77,000
        Accounts payable                                                                  1,780,000          (1,104,000)
        Accrued liabilities                                                                 113,000             478,000
        Accrued income taxes                                                              1,484,000               5,000
                                                                                    ---------------     ---------------
           NET CASH PROVIDED BY OPERATING
              ACTIVITIES                                                                 19,476,000          12,305,000
                                                                                    ---------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in loans receivable                                                       (1,381,000)        (39,909,000)
    Principal portion of loans receivable collected                                       4,476,000          42,225,000
    Purchase of equipment for lease                                                     (32,262,000)        (35,942,000)
    Principal portion of direct financing leases collected                               19,970,000          19,192,000
    Purchase of furniture and fixtures                                                      (21,000)            (98,000)
                                                                                    ----------------    ---------------
          NET CASH USED IN INVESTING ACTIVITIES                                          (9,218,000)        (14,532,000)
                                                                                    ----------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Borrowings on lines of credit                                                        16,250,000          26,820,000
    Payments on lines of credit                                                         (17,274,000)        (26,430,000)
    Proceeds from discounted lease financing                                              8,363,000          28,426,000
    Payments on discounted lease financing                                              (20,506,000)        (19,040,000)
    Proceeds from participations in loans receivable                                             --             280,000
    Payments on participations in loans receivable                                       (3,527,000)         (1,803,000)
    Proceeds from note payable to King Holding Corporation                                1,955,000             224,000
    Payments on note payable to King Holding Corporation                                 (6,082,000)         (5,947,000)
    Proceeds from Securitized borrowings                                                 13,000,000                  --
    Payments on Securitized borrowings                                                   (1,685,000)                 --
                                                                                    ----------------    ---------------
        NET CASH (USED IN) PROVIDED BY FINANCING
              ACTIVITIES                                                                 (9,506,000)          2,530,000
                                                                                    ----------------    ---------------
NET INCREASE IN CASH AND
    CASH EQUIVALENTS                                                                        752,000             303,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                          1,629,000           2,398,000
                                                                                   -----------------    ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $     2,381,000     $     2,701,000
                                                                                    ===============     ===============
</TABLE>

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


<PAGE>



SUNRISE RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 1996 and 1995 (Unaudited)

1.   ACCOUNTING POLICIES

     In the opinion of management the accompanying financial statements contain
     all adjustments  necessary to present fairly the financial  position of
     Sunrise Resources, Inc. and Subsidiaries (the "Company") as of December
     31, 1996 and March 31, 1996,  the Company's  results of operations  for
     the three months and nine months ended  December 31, 1996 and 1995, and
     the  Company's  cash flows for the nine months ended  December 31, 1996
     and 1995. All such adjustments are of a normal and recurring nature.

     These  statements  should be read in conjunction  with the Notes to the
     Financial  Statements  contained in the Company's Annual Report on Form
     10-K  for the  fiscal  year  ended  March  31,  1996,  filed  with  the
     Securities and Exchange  Commission,  and with Management's  Discussion
     and Analysis of Financial Condition and Results of Operations appearing
     on pages 9 through 16 of this quarterly report. Results for the interim
     periods  are not  necessarily  indicative  of sales  trends  or  future
     results and performance.

2.   INCOME TAXES

     Income tax expense has been provided based on management's  estimate of
     the  annualized  effective tax rate of 48% for the three and nine month
     periods ended  December 31, 1996,  and 40% for the three and nine month
     periods ended December 31, 1995.

3.   LOANS RECEIVABLE

         Loans  by  Collateral  Type 
The  composition  of the  loans  receivable portfolio by collateral type was 
as follows:
<TABLE>
<CAPTION>

                                                                                     December 31,      March 31,
                                                                                         1996            1996
                                                                                    ---------------  -------------
<S>                                                                                <C>                 <C>   

     Commercial loans, collateralized primarily by receivables                      $       474,000    $     1,282,000
     Commercial loans, collateralized by equipment, marketable
       securities and other                                                               5,341,000          7,563,000
     Real estate loans                                                                    1,048,000          4,205,000
     Impaired loans                                                                       8,346,000          8,150,000
     Non-recourse participations                                                         (1,365,000)        (4,216,000)
                                                                                    ---------------    ---------------
                                                                                         13,844,000         16,984,000
     Less:
       Allowance for possible loan losses                                                (2,867,000)        (2,773,000)
       Unearned fees from loan origination                                                  (92,000)          (137,000)

                                                                                    ---------------    ---------------
                                                                                    $    10,885,000    $    14,074,000
                                                                                    ===============    ===============
</TABLE>


<PAGE>


Loan Portfolio Activity and Allowance for Possible Loan Losses -

As of  December  31,  1996 and  March 31,  1996,  the  Company's  recorded
investment  in  impaired  and  other  loans and the  related  valuation
allowances were as follows:
<TABLE>
<CAPTION>

                                                   December 31, 1996                      March 31, 1996
                                            ------------------------------------    ----------------------------------
                                                 Recorded           Valuation          Recorded            Valuation
                                                Investment          Allowance         Investment           Allowance
<S>                                          <C>                 <C>                <C>                  <C>    

     Impaired loans -
       Nonaccrual                           $      8,121,000    $    2,642,000      $     7,925,000    $     2,514,000
       Other                                          225,000          225,000              225,000            225,000
     Performing loans                              6,863,000                --           13,050,000             34,000
     Nonrecourse participations                   (1,365,000)               --          ( 4,216,000)                --
                                            -----------------   --------------      ----------------   ---------------
                                            $     13,844,000    $    2,867,000      $    16,984,000    $     2,773,000
                                             ===============     =============       ==============     ==============
</TABLE>


The activity in the allowance for possible loan losses during the three
and nine month periods ended December 31, 1996 and 1995 was as follows:
<TABLE>
<CAPTION>

                                                          Three Months                      Nine Months
                                                      Ended December 31,                 Ended December 31,
                                                   1996                1995           1996                1995
                                             --------------      --------------  -----------------  --------------
<S>                                              <C>                  <C>           <C>              <C>    

         Balance, beginning of period            $2,837,000           $2,760,000    $2,773,000       $2,125,000
         Provisions for loan losses                  30,000              396,000        94,000        1,031,000
         Write-offs                                      --             (372,000)           --         (372,000)
                                                 ------------      -------------    ------------     -------------
         Balance, end of period                  $2,867,000        $2,784,000       $2,867,000       $2,784,000
                                                 ============      =============    ============     =============
</TABLE>

The average  investment  in impaired  loans for the three and nine month periods
ended December 31, 1996 and 1995 was $8.4 million,  $12.5 million,  $8.2 million
and $9.4 million, respectively.

Interest  payments  received on impaired  loans are recorded as interest  income
unless  collection of the remaining  recorded  investment is doubtful,  at which
time payments received are recorded as reductions of principal.  The Company did
not recognize any interest income on impaired loans for the respective three and
nine month periods ended December 31, 1996 and 1995.

When,  in the  opinion  of  management,  a  reasonable  doubt  exists  as to the
collectibility  of  interest  or fee  income,  the  accrual  of such  income  is
discontinued and uncollected income accruals are reversed.  During the three and
nine months ended  December 31, 1996 and 1995, the Company did not recognize fee
and  interest  income  totaling  $135,000,   $250,000,  $405,000  and  $986,000,
respectively,  relating  to the  impaired  loans  referred  to in the  preceding
paragraph.
<PAGE>

4.   DISCOUNTED LEASE RENTALS

     Discounted lease rentals consist of the following:

                                         December 31,       March 31,
                                            1996              1996
                                       ---------------   ---------------
         Non-recourse                   $  36,697,000    $    43,969,000
         Recourse                           7,679,000         12,551,000
                                       ---------------    ---------------
                                        $  44,376,000    $    56,520,000
                                       ===============    ===============
5.   FINANCING ARRANGEMENTS

     Lines of Credit -

     The Company has a $25 million line of credit  facility  with a bank for use
     in its  normal  operations.  Advances  under  this line of  credit  are
     subject to a borrowing base limitation of $24.6 million at December 31,
     1996.  The balance  outstanding  as of quarter  end was $17.3  million.
     Advances  under  the  line  are at  prime,  and are  collateralized  by
     substantially all unencumbered assets of the Company.

     Related Party Securitization
     On October 31, 1996, the Company,  Sunrise  Leasing  Corporation  ("Sunrise
     Leasing") and Sunrise  Funding  Corporation I (a newly formed  wholly-owned
     special purpose subsidiary of Sunrise Leasing)("Sunrise  Funding"), entered
     into an agreement with a subsidiary of Dougherty Dawkins,  Inc. to place up
     to $20 million of notes issued by Sunrise Funding to private  institutional
     investors.  Dougherty Dawkins,  Inc. is an investment banking firm of which
     Thomas Strand, a director of the Company,  is Vice Chairman.  The notes are
     secured  by  certain  leases  contributed  to  Sunrise  Funding  by Sunrise
     Leasing. This securitization  facility was closed on November 8, 1996, with
     an initial funding of $13,000,000.  The funds were used to pay off the $3.1
     million of loans from The King Management Corporation, to pay accrued legal
     expenses,  interest and fees in connection with the financing, and to repay
     $9.4 million under the Company's bank line of credit. This reduction to the
     outstanding  bank line of credit makes credit  available to fund additional
     equipment purchases.


6.   COMMITMENTS AND CONTINGENCIES

     Litigation -

     Peter  King has  commenced  arbitration  proceedings  against  the  Company
     relating to the  February  1995 merger of the  Company  with The P.J.  King
     Companies,  Inc. (d/b/a  International  Leasing Corporation) ("ILC") on the
     basis that, in his view,  problems underlying the net investment in several
     direct  financing  loans and leases  arose prior to the merger and were not
     disclosed. He has also asserted other claims regarding valuation of certain
     other  assets of the  Company at the time of the  merger.  In  addition  to
     seeking money damages or additional shares of the Company Common Stock, Mr.
     King is  attempting to obtain  rescission  of the merger.  Such an attempt,
     which is being strongly resisted by the Company,  could if he is successful
     result in Mr. King and his affiliates reacquiring ownership of ILC's vendor
     leasing business as it existed in February 1995 and as it has been expanded
     since February 1995 and all other ILC assets and liabilities. The matter is
     currently  scheduled to be completed during the Company's fourth quarter of
     fiscal 1997.

     On August 15,  1996,  a lessee of the Company  filed for  protection  under
     Chapter 11 of the Bankruptcy  Code.  The Bankruptcy  court has approved the
     lessee's  motion to reject its lease with the Company.  After having made a
     $6.8 million  provision  for loss on lease  receivables  pertaining to this
     customer in fiscal  1995,  the  Company's  net  investment  in the lease is
     approximately  $163,000 as of December 31, 1996.  The Company  believes the
     value of the leased  equipment  will be adequate to cover the Company's net
     investment.
<PAGE>


7.   EVENTS SUBSEQUENT TO DECEMBER 31, 1996

     On January 31, 1997, Sunrise Leasing  Corporation  through its wholly-owned
     subsidiary   Sunrise   Funding   Corporation  I,  completed  the  remaining
     $7,000,000  funding on the  securitization  facility  with a subsidiary  of
     Dougherty  Dawkins,   Inc.  These  notes  are  secured  by  certain  leases
     contributed to the subsidiary by Sunrise Leasing  Corporation.  These funds
     were used to reduce the debt  outstanding  under the Company's bank line of
     credit.  This reduction to the outstanding bank line of credit makes credit
     available to fund additional equipment purchases.

ITEM 2. Management's  discussion and analysis of financial condition and results
of operations.

Revenues

The Company classifies its lease  transactions,  as required by the Statement of
Financial Accounting Standards No. 13 ("FASB 13"), as either direct financing or
operating leases. Revenue, costs and resulting income are recognized during each
of the accounting periods during the term of the lease. The allocation of income
among the  accounting  periods  within a lease term will vary depending upon the
lease classification.

The  Company  segregates  the sources of its revenue  into five  categories  for
financial  statement  purposes:  (i)  operating  leases;  (ii) direct  financing
leases; (iii) sales of new and used equipment; (iv) interest income; and (v) fee
income.

Operating Leases.  All leases that are not classified as direct financing leases
are  treated  as  operating  leases.  Monthly  payments  from  these  leases are
recognized as leasing  revenue.  The Company's  cost of the leased  equipment is
recorded on the balance sheet and is depreciated on a  straight-line  basis over
the lease term to the  Company's  estimate  of residual  value.  Revenue and the
related  depreciation  expense for operating leases are recorded evenly over the
term of the lease.  The related  interest  expense declines over the term of the
lease as the principal is reduced,  with the resultant net margin being lower in
the early periods of the lease and higher in the later periods.
<PAGE>

Direct Financing  Leases.  These leases transfer  substantially all benefits and
risks of equipment  ownership to the lessee. A lease is a direct financing lease
if the creditworthiness of the customer and the collectibility of lease payments
are reasonably certain and it meets one of the following criteria: (i) the lease
transfers  ownership  of the  equipment  to the customer by the end of the lease
term; (ii) the lease contains a bargain purchase option; (iii) the lease term at
inception  is at  least  75% of  the  estimated  economic  life  of  the  leased
equipment;  or (iv) the present value of the minimum lease  payments is at least
90% of the fair value of the leased equipment at inception of the lease.

Direct financing leases consist of future lease payments plus the residual value
(collectively  referred  to as the "gross  investment").  Residual  value is the
estimated  fair market value at the time of lease  termination.  The  difference
between the gross investment in the lease and the cost (or carrying  amount,  if
different)  of the leased  equipment is recorded as unearned  revenue.  The "net
investment"  in the lease is the gross  investment  less unearned  revenue.  The
unearned  revenue is amortized to leasing revenue over the lease term to produce
a constant  percentage return on the net investment  whether or not the lease is
discounted to a financial institution.

Equipment Sales.  Revenue from equipment sales transactions is recognized by the
Company at the time title to the equipment  passes to the customer.  Leases that
entitle the customer to purchase the leased  equipment  for a nominal sum at the
end of the lease term and which are  discounted  on a  nonrecourse  basis at the
lease  commencement  date,  thereby  leaving the Company with no interest in the
transaction, are treated by the Company as a sale of equipment.

Interest Income. Interest income is accrued on unimpaired loans receivable under
the effective interest method.  Interest income is not recognized on loans which
have been identified by the Company as impaired.

Fee Income.  The  Company  earns fee income  principally  for  arranging  leases
between  unrelated  parties.  These fees are  recognized  at the closing of such
transactions.  At  lease  termination,  the  Company  may  also be  entitled  to
additional  fee income equal to a portion of the net proceeds  from a subsequent
lease or sale of the equipment.  The Company's portion of such net proceeds,  if
any, is reported  as fee income at the time of the  subsequent  lease or sale of
equipment.

Cash Flows from Leases

Cash flows are not affected by how a  particular  lease is  classified,  but are
affected by the Company's  decision on how its investment in a particular  lease
will be financed.  When the Company discounts lease payments on a nonrecourse or
recourse  basis  with a  financial  institution,  the  discounted  future  lease
payments are received up-front,  and are recorded on the Company's balance sheet
as discounted  lease rentals.  If, however,  the Company chooses not to discount
the  remaining  lease  payments,  the total lease  payments  are received by the
Company over the lease term. 
<PAGE>

Sunrise Financial Resources, Inc.

The Board of Directors made the  determination in fiscal 1996 to discontinue the
SFR  business.  The Company has sold the SFR  asset-based  lending  accounts and
certain of its SFR commercial  accounts.  Management believes the loan portfolio
is reflected at its estimated liquidation value as of December 31, 1996.

Results of Operations  for the Three and Nine Months Ended December 31, 1996 
and 1995

Total revenue for the three-month  period ended December 31, 1996 increased $1.3
million,  or 12.6%,  compared to the corresponding  period in fiscal 1996. Total
revenue  for the nine month  period  ended  December  31,  1996  decreased  $1.0
million,  or 2.8%,  compared to the same period in fiscal  1996  primarily  as a
result of lower  equipment  sales.  Operating  lease  revenue  continues to show
sustained growth with increases of $1.9 million (36.8%) and $2.7 million (16.8%)
over the three and nine month period ended  December 31, 1996 as compared to the
same  period in fiscal  1996.  This was due to the  increase  in activity in the
Company's vendor leasing  programs.  Direct finance leasing revenues continue to
decrease  as new  leases are being  added to the  end-user  portfolio  at a rate
slower  than the  run-off of  existing  leases and the sales  efforts  have been
focused more on vendor leases which are typically not recorded as direct finance
leases. Equipment sales, although increasing slightly for the three month period
ended December 31, 1996,  have decreased $1.0 million (13.0%) for the nine month
period  ended  December  31, 1996 as compared to the same period in fiscal 1996.
The decrease is  attributable  to a lower amount of equipment  coming off lease.
Interest income and fee income  continue to decline as the Company  continues to
wind down the SFR business.
<PAGE>

Total leasing revenues were as follows (dollar amounts in millions):
<TABLE>
<CAPTION>

                                                   Three Months                           Nine Months
                                                Ended December 31,                    Ended December 31,
                                                 1996           1995                  1996            1995
                                            -------------   --------------       --------------   -------------
                                            Amount    %       Amount  %            Amount    %       Amount %
<S>                                         <C>              <C>                   <C>               <C>   

   Leasing Revenues:
         Vendor                             $   5.5   61%     $  3.4   44%         $  14.3   57%    $  10.0      42%
         Direct                                 3.5   39         4.3   56             10.7   43        13.6      58
                                                ---   --          ---  --             ----   --        ----     ----
              Total                         $   9.0  100%     $  7.7   100%         $  25.0  100%    $  23.6    100%
                                            =======  ====     ======   ====         =======  ====    =======    ====
   As a percent of total revenues                 79.6%            76.9%                 76.7%             70.2%
                                               ==========       ==========            ==========        ===========
</TABLE>

Margins from leasing activities (leasing revenue, less depreciation and interest
expense) were 34.8% and 36.2%,  and 30.2% and 29.4% for the three and nine month
periods of fiscal 1997 and fiscal 1996,  respectively.  Margins  will  fluctuate
from  period to period  based  upon the mix of direct  financing  and  operating
leases. Margins will also be affected by the age of direct finance and operating
leases in the current portfolio.

In order to limit the impact of any interest  rate  fluctuations  on its leasing
transactions,  the Company continually  monitors its lease rate factors relative
to  interest  rates on  borrowed  funds.  The lease rate  factors  are  adjusted
periodically  on new leases to  correspond  to any change in  interest  rates on
borrowed funds supporting the related transactions.

Revenue from equipment sales increased $383,000 for the three-month period ended
December  31, 1996 and  decreased  $1,023,000  for the  nine-month  period ended
December 31, 1996 as compared to the corresponding  periods in fiscal 1996. This
decrease is primarily a result of lower  off-lease  sales coming from the vendor
leasing  business.  The gross  margins of this  activity  were 6.9% and 12.8% of
sales revenue for the three and nine month  periods of fiscal 1997,  compared to
21.4% and 11.9% for the  corresponding  period in fiscal 1996.  These  favorable
gross  margins over the nine month period were the result of  establishing  more
conservative  residuals  on  equipment  that  is  now  coming  off-lease.  A few
individual  loss  transactions  caused  lower  three  month  margins and lowered
anticipated  margins for the nine month  period.  Gross  margins  will also vary
depending on the Company's ability to purchase  equipment at competitive  prices
and to negotiate attractive selling prices for such equipment.
<PAGE>


Interest income decreased  $385,000 (69.6%) and $1,248,000 (68.8%) for the three
and nine month periods of fiscal 1997 as compared to the corresponding period in
fiscal 1996. This decrease was caused by the  liquidation of a significant  part
of the SFR loan  portfolio  which  coincided  with  the  Company's  decision  to
discontinue its commercial and asset-based lending business.

Fee income decreased $13,000 (16.9%) and $120,000 (39.1%) for the three and nine
month periods of fiscal 1997 as compared to the same period in fiscal 1996. This
decrease was  primarily  the result of the fiscal 1996  cessation of SFR lending
activities.

Total costs and expenses  increased  $946,000 (10.9%) for the three month period
ended  December  31, 1996 as compared to the same period in fiscal  1996.  Total
costs and expenses for the nine month period  decreased  $2.3 million  (7.7%) as
compared to the same period in fiscal  1996.  In the current  three month period
the  Company  incurred a  significant  increase  in legal fees  relating  to the
Company's dispute with King Management Corporation. The Company anticipates that
its legal costs should  decrease  significantly  in fiscal 1998. The decrease in
the nine month period related to lower interest  expense from lower average debt
balances.

Depreciation  expense  increased  $748,000  (22.6%) and $514,000  (5.0%) for the
three  and nine  month  periods  ended  December  31,  1996 as  compared  to the
corresponding  period in fiscal  1996.  This  increase was due to an increase in
vendor equipment operating leases that were added in the third quarter due to an
increase in activity from the vendor leasing programs.

Interest expense decreased $266,000 (12.9%) and $1,193,000 (18.9%) for the three
and nine month periods of fiscal 1997 as compared to the corresponding period in
fiscal 1996. The decrease in interest expense reflects lower average  borrowings
during the period.

Compensation  expense increased  $105,000 (4.1%) for the nine month period ended
December 31, 1996,  compared to the same period in fiscal 1996. The increase was
the result of increased personnel associated with the expansion of the Company's
services as well as  accruals  for  year-end  merit  compensation.  Compensation
expense for the three and nine month  periods of fiscal 1996  included  one-time
charges of $66,000 and $350,000 which were part of severance  agreements payable
to former employees of the Company.

Other operating  expenses decreased $133,000 (6.6%) for the nine month period of
fiscal  1997 as  compared  to the  corresponding  period in fiscal  1996.  Other
operating  expenses  increased  $52,000  (7.1%) for the three month period ended
December 31, 1996 as compared to the same period in fiscal 1996.  Most operating
expenses have  decreased as a direct result of the Company's  efforts to control
operating costs and reduce  overhead,  but a significant  increase in legal fees
and associated  arbitration  costs relating to the dispute with King  Management
Corporation  caused  an  increase  in  operating  expenses  for the most  recent
quarter.
<PAGE>


Income tax  provision as a percentage of income before taxes was 48.1% and 48.0%
and 40.2% and 40.0% for the three and nine month periods ended December 31, 1996
and 1995,  respectively.  The  increase  in the tax rate in the  current  fiscal
period is due to the potential  unrealizability of certain  alternative  minimum
tax credits.

As a result of the foregoing  factors,  net income increased  $62,000 (7.9%) and
$357,000 (14.2%) for the three and nine month periods of fiscal 1997 as compared
to the corresponding periods in fiscal 1996.

Liquidity and Capital Resources

General

The Company uses a combination of its credit lines and internally generated cash
flows to finance, on an interim basis, the acquisition of equipment for lease or
sale.  Generally,  upon  commencement of a lease, the Company attempts to assign
the remaining  lease payment stream to a financial  institution on a discounted,
nonrecourse basis. In this manner, the Company finances a substantial portion of
the equipment cost on a long-term  basis and attempts to limit its risk, if any,
to its  equity  investment  in the  equipment.  The  discounted  lease  proceeds
received by the Company are used to reduce borrowings under the Company's credit
lines.  Where the Company finances the equipment cost either  internally or on a
recourse  basis,  the Company  assumes the entire risk on its  investment in the
loan  or  equipment.   Recently,   Sunrise  Leasing  Corporation's  wholly-owned
subsidiary, Sunrise Funding Corporation I, has securitized its lease receivables
and related residuals (the "Securitized Facility"). The Company anticipates that
it may attempt to enter into  similar  transactions  to finance a portion of its
vendor  program  leases  in the  future.  See Note 5 to  Consolidated  Financial
Statements under Item 1 above.

At December  31, 1996,  the Company had total  borrowings  outstanding  of $74.0
million,  of which 49.6% were nonrecourse.  These borrowings  consisted of $44.4
million of discounted  lease rentals  (79.1% of which were recourse and 20.9% of
which  were  non-recourse),  $17.3  million  of  borrowings  under bank lines of
credit,  $11.3  million  under the  Securitized  Facility  and $1.0  million  in
recourse participations in SFR loans receivable.

As of  December  31,  1996,  the  Company  had a  total  investment  in  leasing
operations of $102.3 million. The Company's investment in leasing operations was
financed through $36.7 million of non-recourse  discount lease  financing,  $7.7
million of recourse  discount lease  financing,  and $57.9 million  generated by
internal funds and recourse bank lines of credit.  The Company's  vendor leasing
business is funded  exclusively  with internal  funds and recourse bank lines of
credit.  The marginal increase in investment in leasing operations was due to an
increase in new equipment  installations and upgrades.  The Company's investment
in leasing  operations  includes  equipment  held for lease,  which  consists of
equipment for which a lease has been signed but which has not yet commenced. The
amount of equipment  held for lease  fluctuates  significantly  depending on the
dollar amounts and commencement dates of the Company's leases.

Net cash provided by operating  activities was $19.5 million for the nine months
ended  December  31,  1996.  Accounts  payable  increased  $1.8 million due to a
general increase in the Company's lease portfolio and other business activities.
The Company expects to fund similar  requirements  through internally  generated
funds, as well as borrowings under its lines of credit. The Company also expects
to realize additional cash from the future remarketing of leased equipment.

Equipment expenditures of $32.3 million for the first nine months of fiscal 1997
were financed through $19.5 million of cash flows from  operations,  through the
discounting of $8.4 million of noncancelable  lease rentals to various financial
institutions at fixed rates, through the securitization of leases for an initial
$13.0 million, and through the use of the Company's lines of credit. The Company
does not have any  material  commitments  for capital  expenditures,  other than
equipment held for lease.
<PAGE>


Investments in loans  receivable  were $1.4 million for the first nine months of
fiscal 1997 and were financed primarily through  internally  generated funds and
use of short-term borrowings under the Company's lines of credit.

Inflation has not been a significant  factor in the Company's business in any of
the periods presented.

Financing Sources

The Company  maintains  a $25  million  line of credit.  Of this  amount,  $17.3
million had been  utilized as of December  31, 1996.  On January 31,  1997,  the
Company repaid $7.0 million on this line of credit with funds  obtained  through
the additional  securitization of leases with a subsidiary of Dougherty Dawkins.
Advances under the line are collateralized by substantially all of the Company's
assets.  The  interest  rate is at prime,  and the Company is subject to certain
financial  and other  covenants  relating  to net  worth  ratios  and  liquidity
requirements.  The Company's line of credit matured September 30, 1996. The line
was renewed as of October 1, 1996 and was extended under  identical  terms for a
twelve month period maturing on September 30, 1997. See "Outlook".

As of  March  31,  1996,  the  Company  was not in  compliance  with a  recourse
discounted  loan  agreement  and had  not  repaid  a note  payable  to The  King
Management  Corporation which matured in February 1996. These events resulted in
an event of noncompliance under  cross-default  provisions of the Company's bank
line of credit agreement.  On November 8, 1996, all debt outstanding to The King
Management  Corporation  was repaid in full which  resulted in  eliminating  all
related  defaults  under that  facility.  In addition,  on November 8, 1996, the
Company   amended  the  terms  of  its  recourse   discounted   loan  agreement,
simultaneously  receiving  a waiver of all events of  non-compliance  under that
agreement.

The  Company  has  recently  entered  into an  agreement  with a  subsidiary  of
Dougherty  Dawkins,  Inc.  to  place up to $20  million  of  notes  issued  by a
subsidiary   of  the   Company  to   private   institutional   investors.   This
Securitization  Facility was closed on November 8, 1996, with an initial funding
of $13 million. The funds were primarily used to repay the $3.1 million of loans
from The King Management  Corporation and to pay down the Company's bank line of
credit.  On January  31,  1997,  the Company  completed  the final phase of this
funding for $7.0  million and used the  proceeds to pay down its line of credit.
See Note 7 to Consolidated  Financial Statements under Item 1 above. As a result
of closing  this  financing,  the  Company  decided  not to pursue a  previously
proposed $10 million  financing from The King Management  Corporation.  However,
the Company  believes  that if its  business  grows as  anticipated,  additional
financing will be required,  and it is currently  discussing such financing with
several sources.  The ability to obtain such financing will depend,  at least in
part, on the outcome of the arbitration  hearing on the claims of the former ILC
shareholders  relating  to the  February  1995 merger of ILC,  as  discussed  in
"Outlook".

Liquidity

Based on its  completion of the  Securitized  Facility and its recent success in
obtaining  additional discount  financing,  the Company believes that it will be
able  to  finance  its  anticipated  equipment  purchasing  commitments  for the
remainder of fiscal 1997. In order to fund its anticipated commitments in fiscal
1998, the Company will require additional financing  facilities.  Although there
is no  assurance  that  the  Company  will  be able to  obtain  such  financing,
management is cautiously  optimistic that it will be able to obtain financing as
required to fund its equipment purchase commitments in fiscal 1998.
<PAGE>

Over the past year or more, the Company has continued to monitor several problem
leases  and  loans.  See  "Note  6  to  Consolidated  Financial  Statements  for
information  on  significant  lessee  bankruptcy."  While there  continues to be
several  loans payable to the Company as to which the Company could be forced to
take additional write-offs, management does not believe that any such write-offs
would be material or that they would create new covenant  violations  on current
credit facilities or otherwise limit or reduce the Company's access to credit. A
lessee under a significant equipment lease with the Company previously agreed to
increase its monthly  rental  payments  from  $159,000 to $199,000  beginning in
November 1996. The additional  monthly rent of $40,000 has not been paid despite
demand,  and there is no  guarantee  that it will be. The Company  believes  the
lessee will continue to make the $159,000  monthly  payments,  but if there is a
total  default by the  lessee,  the  Company  would be required to write off the
remaining  lease  balance  which would have a materially  adverse  affect on the
Company's financial statements.

Outlook

The  statements   contained  in  this  Outlook  section  are  based  on  current
expectations.  The statements are forward  looking and actual results may differ
materially.

The Company's  strategy is to continue to focus on and expand its vendor leasing
business while  maintaining  its equipment  leasing  business.  Since January 1,
1996,  the  Company has been  engaged in doing  leasing  business  with five new
vendors. It has signed agreements with three of these vendors and is negotiating
agreements with the other two vendors and believes  agreement will eventually be
reached with them.  The Company is also in various stages of  negotiations  with
several other  vendors,  but there is no assurance that the Company will ever do
any leasing  business with such vendors or that  agreements will be entered into
with them.  Management is optimistic that the Company's  vendor leasing business
will continue to grow.  The  Company's  ability to continue to expand its vendor
business is  dependent on its success in obtaining  the  necessary  financing to
fund its  current  vendors  and new  vendors.  While  management  is  cautiously
optimistic about the Company's ability to finance equipment  purchases in fiscal
1998,  the Company's  ability to obtain such financing may depend on the outcome
of the  arbitration  with  ILC  shareholders  and the  avoidance  of  additional
material write-offs on problem loans and leases still outstanding.

The forward  looking  statements  contained in this Outlook,  in particular  the
statements  regarding  growth of the  Company's  vendor  leasing  business,  the
Company's  ability to finance this business,  and  management's  belief that any
future loan or lease write off will not be  material,  involve a number of risks
and  uncertainties  in addition to the factors  discussed  above,  including the
following:

Highly Competitive  Industry.  The data processing equipment leasing business is
highly  competitive.  The Company  competes with numerous  companies,  including
leasing companies,  commercial banks and financial  institutions,  some of which
the  company  relies on to obtain  capital to finance  its  leases.  Most of the
Company's  competitors are significantly  larger and have substantially  greater
resources than the Company. Because of its relative lack of capital, the Company
typically  chooses not to compete with large leasing  companies for those leases
in which the cost of the  equipment  greatly  exceeds the amount of  nonrecourse
financing available.
<PAGE>

Future Growth.  The Company's ability to grow at an acceptable rate is dependent
to a great  extent  on the  expansion  of its  vendor  leasing  programs.  As of
December 31, 1996, the Company has only two significant  vendor leasing programs
and has signed  agreements  for four other vendor  leasing  programs.  While the
Company  believes it has the ability and capacity to develop  other large vendor
leasing  programs,  there is no  assurance  that it will be  successful  in this
regard or that it will be able to generate acceptable revenue growth.

Risk of Additional Loan and Lease  Write-Offs.  While the Company  believes that
its current  reserves are  adequate,  it continues  to monitor  closely  several
restricted loans and a material lease.  There is no assurance that such loans or
such lease will not go into  default or that they are  adequately  secured.  Any
future losses on such loans  incurred in excess of the Company's  reserves would
likely materially affect the Company's future earnings.

Arbitration.  The claims of the former ILC shareholders  regarding the merger of
ILC and  Sunrise  Leasing  Corporation  are  currently  being heard in a binding
arbitration  scheduled  to be  completed  and a ruling made by the end of fiscal
1997. The ILC shareholders are seeking  rescission  and/or  substantial  damages
which,  if granted,  would be in the form of additional  shares of Company stock
thereby  materially  diluting  the  holdings  of current  shareholders.  The ILC
shareholders  are  seeking to rescind  the merger with the Company and to obtain
control of the Company's  entire vendor leasing  business.  The Company does not
believe that rescission is the proper remedy, but if rescission is granted,  the
Company  does not  believe  the  rescission  will  cover  vendors  which  became
customers of the Company subsequent to the merger.

Financing.  The  Company's  growth and  profitability  are  dependent to a great
extent on the willingness of banks and other financial  institutions to lend the
Company  money to finance the purchase of equipment to be leased.  To date,  the
Company has financed  its  equipment  and vendor  leasing  businesses  primarily
through the sale of equity to the public, cash flow from operations,  bank lines
of credit,  non-recourse  discount  lease  financing,  recourse  discount  lease
financing  and  a  securitization  of  certain  lease  receivables  and  related
residuals. The Company normally seeks to fund its traditional equipment business
with non-recourse  discount financing.  There is no assurance that banks will be
willing to continue to finance the Company's equipment leasing transactions on a
non-recourse basis and any adverse change in the willingness of banks to finance
the Company's lease transactions on a non-recourse basis could affect its future
equipment  leasing  revenue.  The Company's  vendor leasing business to date has
been financed with  internally-generated  cash flow,  bank lines of credit and a
significant  securitization program. The Company will seek to finance its future
vendor  leasing  business in part with  transactions  similar to  securitization
programs.  To the extent such financing programs are not available,  the Company
will assume a significantly  higher degree of risk because the lender has direct
recourse against the Company for the amount of any default. A default on a lease
with a significant  lease balance  could have a material  adverse  impact on the
Company.

Major  Customers/Vendors.  As of  December  31,  1996,  $23,283,000  in  leasing
operations and loans receivable balances were funded internally or with recourse
obligations held by 15 customers having balances  outstanding in amounts greater
than $500,000.  Total  investments in leases and loans  receivables to customers
considered  highly  leveraged or with cash flows from  operations  inadequate to
service  existing  obligations  were $33,905,000 or 31.0% of the portfolio as of
December 31, 1996. Defaults by such customers would result in a significant loss
to the  Company,  to the  extent  such  amounts  are not  already  reserved.  In
addition,  as these leases and loans are funded  internally or through  recourse
financing,  the Company  would be  obligated  to repay the  remaining  principal
balance to the financial  institution  out of internally  generated  funds while
receiving no cash payments from the lessee/borrower.

In addition,  48.2% and 46.9% of the Company's leasing revenue for the three and
nine month periods ended December 31,1996 was generated  through a single vendor
leasing program.  Should this program  terminate,  the Company would continue to
realize related revenues for a period of up to three years. The Company believes
that during this period it would be able to replace this business.  If, however,
the Company  would be unable to replace  this  business,  the  Company's  future
financial results could be materially and adversely affected.
<PAGE>

Residual Values of Leased Equipment.  The value of the data processing equipment
leased by the Company to its customers  represents a substantial  portion of the
Company's  capital.  At the inception of each lease,  the Company  estimates the
residual value of the leased  equipment,  which is the estimated market value of
the equipment at the end of the initial lease term. The actual realized residual
value of  leased  equipment  may  differ  from  its  estimated  residual  value,
resulting in profit or loss when the leased equipment is sold or leased again at
the end of the  initial  lease term.  If a lessee  defaults on a lease which has
been  discounted  by the  Company  to a  financial  institution,  the  financial
institution may foreclose on its security  interest in the leased  equipment and
the Company may not realize any portion of such  residual  value.  In  addition,
data processing equipment is subject to rapid technological obsolescence typical
of the computer industry.  While the Company's  experience to date has generally
resulted in actual residual  values in excess of estimated  residual  values,  a
greater than expected  decrease in the market value of data  processing or other
equipment  leased by the  Company  could  materially  and  adversely  affect the
Company's financial condition and profitability.



PART II-OTHER INFORMATION
--------------------------------------------------------------------------

ITEM 1.  In June of 1995 the former ILC shareholders advised the Company that
         they were reserving  their rights in connection  with the merger of the
         Company  and  ILC in  February  1995.  The  claims  of the  former  ILC
         shareholders have gone to arbitration and are scheduled to be completed
         during  the  Company's  fourth  quarter of fiscal  1997.  See Note 6 to
         Financial Statements at Part I, Item 1, above.

ITEM 2.  Changes in Securities - NONE

ITEM 3.  Defaults on Senior  Securities - See Note 5 to Financial Statements
         at Part I, Item 1, above.

ITEM 4.  Submission of Matters to a Vote of Security Holders - NONE

ITEM 5.  Other Information - NONE

ITEM 6.  Exhibits and Reports on Form 8-K.

         a.     Exhibits

                See Exhibit Index immediately following the signature page.

         b.     Form 8-K


                 There have been no  Current  Reports  on Form 8-K filed on 
                 behalf of the Company during the quarter ended December 31, 
                 1996.


<PAGE>


                                    SIGNATURE

         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 RESOURCES, INC.



Date:  February 14, 1997               By: /s/ Errol Carlstrom
                                           Errol Carlstrom, President 
                                            and Chief Executive
                                            Officer (Principal executive 
                                             officer)


                                       By: /s/ Barry J. Schwach
                                           Barry J. Schwach
                                           Executive Vice President of 
                                             Finance and Administration and 
                                             Chief Financial Officer
                                             (Principal financial officer)


                                       By: /s/ Paul R. Wotta
                                           Paul R. Wotta
                                           Controller (Principal accounting 
                                             officer)


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           EXHIBIT INDEX TO FORM 10-Q

Commission File No.:  0-19516
For the quarter ended
December 31, 1996

                             SUNRISE RESOURCES, INC.

Exhibit
Number           Description

3.1              Restated Articles of Incorporation, as amended - incorporated 
                 by reference to Exhibit 3.1 to the  Company's  Annual  Report 
                 on Form 10-K for the year ended March 31, 1995.
3.2              Restated Bylaws--incorporated by reference to Exhibit 3.2 to 
                 the Company's Registration Statement on Form S-18, Reg. No. 
                 33-42477C.
4.1              Specimen of Common Stock Certificate--incorporated by 
                 reference to Exhibit 4 to Amendment No. 1 to the Company's 
                 Registration Statement on Form S-18, Reg. No. 33-42477C.
10.1             Purchase  Agreement  dated  October  31,  1996 by and
                 among the Company,  Sunrise  Funding  Corporation  I,
                 Sunrise Leasing  Corporation  and Dougherty  Funding, Inc.
10.2             Lease Receivables-Backed Note, Series 1996-1 dated November 8, 
                 1996 in the principal amount of $20,000,000 by Sunrise Funding
                 Corporation I in favor of Dougherty Funding, Inc.
10.3             Indenture amount Sunrise Funding Corporation I, Sunrise 
                 Leasing Corporation and Norwest Bank Minnesota, National 
                 Association dated November 1, 1996
10.4             Contribution Agreement dated November 1, 1996 between Sunrise 
                 Leasing Corporation and Sunrise Funding Corporation I
10.5             Servicing Agreement dated November 1, 1996 between Sunrise 
                 Funding Corporation I and Sunrise Leasing Corporation
10.6*            Severance Agreement and Release dated as of November 12, 1996 
                 between the Company and William B. King
10.7             Portfolio Purchase Agreement and Guaranty dated November 27, 
                 1996 between Sunrise Leasing Corporation and The CIT Group
11.1             Per Share Earnings Computations
27.0             Financial Data Schedule (filed with electronic version only)

*Management contract or other compensatory plan.