U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-K
  For
Annual and Transition Reports pursuant to Section 13 or 15(d) of
the
 Securities
Exchange Act of 1934 (Mark One)
  x
              Annual
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934
  For the
fiscal year ended
 December
31, 2009
   ̈
              Transition
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934
  Commission
File Number 1-11248
  SUNRISE
ENERGY RESOURCES, INC.
 (Name of Registrant as specified in its
charter)
  Delaware
                84-0938688(State
      or other jurisdiction of
                (I.R.S.
      Employerincorporation
      or organization)
                Identification
      Number)
 
 570
      7th
      AvenueNew
      York, New York
                10018(Address
      of principal executive office)
                (Zip
      Code)
  Registrant’s
telephone number, including area code: (917) 4634210
  Securities
registered pursuant to Section 12(b) of the Act: None
  Securities
registered pursuant to Section 12(g) of the Act: Common Stock
  Check
weather the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act      ̈
  Note –
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under
those Sections.
  SEC
      2337 (12-05)
                  Persons
      who are to respond to the collection of information contained in this form
      are not required to respond unless the form displays a currently valid OMB
      control number.
  Check
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 xNo  ̈
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈
  Indicate
by  check
mark  weather  the  registrant  is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes  ̈No x
  State
issuer’s revenues for its most recent fiscal year: $Nil
  The
aggregate market value of the voting and non-voting common equity held by
non-affiliates as of March 26, 2010 within past 60 days: $34,931
 
 As of
March 26, 2010, the Registrant had 23,690,037 shares of common stock issued and
outstanding, or committed for issuance.
  Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act).  Yes  ̈No x
  
  SUNRISE
ENERGY RESOURCES, INC.FORM
 10-K
 TABLE
OF CONTENTS
 
 Part
      I.Item
      1.
                                                            Description
      of Business
                                                            3Item
      2.
                                                            Description
      of Properties
                                                            4Item
      3.
                                                            Legal
      Proceedings
                                                            4Item
      4.
                                                            Submission
      of Matters to a Vote of Security Holders
                                                            4Part
      II.Item
      5.
                                                            Market
      for Common Equity and Related Stockholder Matters
                                                            5Item
      6.
                                                            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                            5Item
      7.
                                                            Financial
      Statements and Supplementary Data
                                                            8Item
      8.
                                                            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                            10Item
      8a.
                                                            Controls
      and Procedures
                                                            10Part
      III.Item
      9.
                                                            Directors,
      Executive Officers, Promoters and Control Persons
                                                            11Item
      10.
                                                            Executive
      Compensation
                                                            13Item
      11.
                                                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholders Matters
                                                            13Item
      12.
                                                            Certain
      Relationships and Related Transactions
                                                            14Item
      13.
                                                            Principal
      Accountant Fees and Services
                                                            14Part
      IV.Item
      14.
                                                            Exhibits,
      Financial Statement Schedules and Reports on Form 8-K
                                                            15Signatures
                                                            15Certifications
  2
  PART
I.
  ITEM  1.
DESCRIPTION OF BUSINESS
  This Annual Report contains forward
looking statements (as such term is defined in the Private Securities Litigation
Reform Act of 1995). All statements, other than statements of historical fact,
contained in this report are forward looking statements, including, without
limitation, statements regarding the future financial position, business
strategy, proposed acquisitions, budgets, litigation, projected costs and plans
and objectives of or involving Sunrise or EP. Sunrise Shareholders can identify
many of these statements by looking for words such as “believe”, “expects”,
“will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or
similar words or the negative thereof. There can be no assurance that the plans,
intentions or expectations upon which these forward looking statements are based
will occur. Forward looking statements are subject to risks, uncertainties and
assumptions, including those discussed elsewhere in this report. Although
Sunrise believes that the plans, intentions and expectations represented in such
forward looking statements are reasonable, there can be no assurance that such
plans, intentions and expectations will prove to be correct. Some of the risks
which could affect future results and could cause results to differ materially
from those expressed in the forward looking statements contained herein include:
risks inherent in the future prices for oil and natural gas, political and
regulatory risks, risks inherent in currency exchange rates, risks inherent in
the prices for services and government fiscal regimes and the risk that actual
results will vary from the results forecasted and such variations may be
material.
  The information contained in this
report, including the information set forth under “Risk Factors”, identifies
additional factors that could affect the operating results and performance of
Sunrise. We urge you to carefully consider those factors.
  The forward looking statements
contained herein are expressly qualified in their entirety by this cautionary
statement. The forward looking statements included in this Report are made as at
the date of this Annual Report and Sunrise undertakes no obligation to publicly
update such forward looking statements to reflect new information, subsequent
events or otherwise.
  As used in this annual report, the
terms "we", "us", "our", "Company" and "Sunrise" means Sunrise Energy Resources,
Inc., unless otherwise indicated.
  All dollar amounts refer to US dollars
unless otherwise indicated.
  The
following discussion should be read in conjunction with our financial statements
and the related notes that appear elsewhere in this annual report.
  COMPANY
OVERVIEW
  Sunrise
Energy Resources, Inc. (“Sunrise” or the “Company”) was incorporated in the
State of Delaware on April 1 1991. Until December 31, 2008 we were engaged in
the exploration and development of oil and gas in the Ukraine. All operating
activities of Sunrise Energy Resources Inc. were conducted through our wholly
owned Ukrainian subsidiaries, TOV Energy-Servicing Company Esko Pivnich (“Esko
Pivnich” or “EP”) and Pari  (“Pari”) both formed as Ukrainian Closed
Joint Stock Companies (CJSC).
 
 On June
24, 2009, the Company and Millington Solutions LLC (“Millington”) executed a
Share Purchase Agreement regarding the transfer of 100% stakes in Esko Pivnich
and Pari to Millington in full settlement of the convertible debenture notes
owed by Sunrise to Millington. Millington Solutions LLC agreed to assume and
hold the Company harmless of any and all liabilities associated with Esko
Pivnich and Pari whether existing prior to the sale or arising afterwards
including without limitation any and all environmental remediation liabilities.
The Company and Millington Solutions have agreed that regardless of the actual
date of executing the definitive agreements, December 31, 2008 shall be deemed
the effective closing date for the disposal. The transaction was contingent on
receiving the board approval and the majority common stockholder approval both
of which were obtained on June 30, 2009.
  3
  Availability
of Reports
  Sunrise’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and amendments to those reports filed or furnished pursuant to Section
13 (a) or 15 (a) of the Securities Act of 1934 are available from the Securities
and Exchange Commission and can be found on the SEC’s website at www.sec.gov
  Offices and
Employees
  The
headquarters of Sunrise Energy Resources, Inc. are located in New York City at
570 Seventh Avenue, New York, NY 10018. The Company currently has 2 full time
employees.
  Transferability of our common
shares
  Sunrise
Energy Resources` common stock is listed on the OTC Bulletin Board quotation
system under the symbol SEYR.OB.
  Unregistered Sales
of Equity Securities
  During
the year ended December 31, 2009, the Company issued 147,700 shares to
purchasers outside the United States in consideration of the net proceeds of
$147,701. The sale of the shares is exempt from registration under Section 4(2)
of the Securities Act of 1933, as amended, as the purchaser had full information
concerning the business and affairs of Registrant and all certificates issued
bear appropriate restrictive legends. No underwriter was involved in the
transaction.
  Amendments
to Articles of Incorporation or Bylaws; Change in Name
  As described in Company’s Quarterly
Report on Form 10-QSB for the quarter ended September 30, 2004, the Company
amended and restated its Certificate of Incorporation effective October 1, 2004.
A copy of the Amended and Restated Certificate of Incorporation was filed as an
exhibit to the Form 10-QSB.
  The Amended and Restated Certificate of
Incorporation increased the Company’s authorized Capital from 10,000,000 shares
of $1.00 par value common stock to 77,500,000 million shares, par value $0.001,
of which up to 2,500,000 shares may be designated as preferred shares, par value
$0.001. In addition, the name of the Company was changed from Sunrise Energy
Services, Inc. to Sunrise Energy Resources, Inc.
  ITEM  2.
DESCRIPTION OF PROPERTY
  As of the
date of this report, the Company has no significant property.
  ITEM 3. LEGAL
PROCEEDINGS
  We are not aware of any material,
active or pending legal proceedings against us, nor are we involved as a
plaintiff in any material proceedings or pending litigation. There are no
proceedings in which any of our directors, officers or affiliates, or, to the
best of our knowledge, any registered or beneficial shareholders are involved or
have a material interest against us in a matter concerning Sunrise or our
operations.
  ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  On June
30, 2009, the Company's sale of its subsidiaries Esko Pivnich and Pari to
Millington to settle the convertible debentures held by Millington was approved
by holders of approximately 85% of the Company’s outstanding shares. No other
matters were submitted to a vote of security holders during the year ended
December 31, 2009.
  4
  PART
II:
  ITEM 5. MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
  Sunrise
Energy Resources` common stock is listed on the OTC Bulletin Board quotation
system under the symbol SEYR.OB. On or about February 1, 2005 NevWest
Securities, a NASD member firm filed Form 15c211 with the NASD to initiate
quotation of our post transaction stock on the OTCBB quotation system.Our common stock began
quotation on the OTC Bulletin Board on or about May 23, 2005.
  The
following quotations reflect the high and low daily closing prices for our
common stock for the periods indicated below are as follows:
  OTC
Bulletin Board
  Quarter
      ended
                    
                    High
                    
                    
                    LowMarch
      31, 2009
                    
                    $
                    0.11
                    
                    
                    $
                    0.01June
      30, 2009
                    
                    $
                    0.11
                    
                    
                    $
                    0.008September
      30, 2009
                    
                    $
                    0.04
                    
                    
                    $
                    0.01December
      31, 2009
                    
                    $
                    0.02
                    
                    
                    $
                    0.006
  Computershare Trust Company Inc.,
located at 350 Indiana Street Suite 800 Golden Colorado 80401 (Tel 303-262-0600
Fax 303-262-0700) is the registrar and transfer agent for our common
shares.
  As of March 26, 2010, we had 23,690,037
shares of common stock outstanding or committed for issuance, and approximately
1,250 stockholders of record. This number of stockholders does not include
stockholders who hold our securities in street name.
  Dividend
Policy
  We have not declared or paid any cash
dividends since inception. Although there are no restrictions that limit our
ability to pay dividends on our common shares, we intend to retain our future
earnings for use in our operations and expansion of our business and do not
intend to pay any cash dividends in the foreseeable future. We do not anticipate
that cash dividends will be issued in the foreseeable
future.
  Changes in
Securities
  The Amended and Restated Certificate of
Incorporation became effective October 1, 2004 and increased Company’s
authorized Capital from 10,000,000 shares of $1.00 par value common stock to
77,500,000 million shares, par value $0.01, of which up to 2,500,000 shares may
be designated as preferred shares, par value $0.001. In addition, the name of
the Company was changed from Sunrise Energy Services, Inc. to Sunrise Energy
Resources, Inc.
  ITEM 6.
MANAGEMENT DISCUSSION AND ANALYSIS OF PRINCIPAL CONDITIONS AND
OPERATIONS
  Risk
Factors
  (SEE
ALSO DISCUSSION OFCERTAIN RISK FACTORS IN ITEM 1 OF THIS ANNUAL
REPORT)
  Much of the information included in
this Annual Report includes or is based upon estimates, projections or other
“forward looking statements”. Such forward looking statements include any
projections or estimates made by us and our management in connection with our
business operations. While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein.
 5
  Such estimates, projections or other
“forward looking statements” involve various risks and uncertainties as outlined
below. We caution the reader that important factors in some cases have affected
and, in the future, could materially affect actual results and cause actual
results to differ materially from the results expressed in any such estimates,
projections or other “forward looking statements”.
  Our common shares are considered
speculative during our search for new and additional business opportunities.
Prospective investors should consider carefully the risk factors set out below
and elsewhere in this Report.
  Limited operating history;
anticipated losses; uncertainly of future results
  The Company has a limited operating
history upon which an evaluation of its prospects can be made. There can be no
assurance that the Company will effectively execute its business plan and expand
its operations, or that the Company’s future operational and financial
objectives will be met. Future development and operating results will depend on
many factors, including access to adequate capital, the demand for the Company’s
products, the level of product and price competition, the Company’s success in
setting up and expanding distribution channels, and whether the Company can
control costs. Many of these factors are beyond the control of the Company. In
addition, the Company’s future prospects must be considered in light of the
risks, expenses, and difficulties frequently encountered in establishing a new
business in the oil and gas industry, which is characterized by intense
competition, rapid technological change, highly litigious competitors and
significant regulation.
  Regulation
  Although we will be subject to
regulation under the Securities Exchange Act of 1934, management believes that
we will not be subject to regulation under the Investment Company Act of 1940,
insofar as we will not be engaged in the business of investing or trading in
securities. In the event that we engage in business combinations which result in
us holding passive investment interests in a number of entities, we could be
subject to regulation under the Investment Company Act of 1940, meaning that we
would be required to register as an investment company and could be expected to
incur significant registration and compliance costs. We have obtained no formal
determination from the Securities and Exchange Commission as to the status of
our company under the Investment Company Act of 1940 and, consequently, any
violation of such act would subject us to material adverse
consequences.
  Indemnification
of Directors, Officers and Others
  Our by-laws contain provisions with
respect to the indemnification of our officers and directors against all
expenses (including, without limitation, attorneys’ fees, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that the person is one of our
officers or directors) incurred by an officer or director in defending any such
proceeding to the maximum extent permitted by Delaware law.
  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of our company under Delaware law or
otherwise, we have been advised that the opinion of the Securities and Exchange
Commission is that such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable.
  Future
Dilution
  Our statutory documents authorize the
issuance of 75,000,000 common shares, each with a par value of $0.001. In the
event that we are required to issue any additional shares or enter into private
placements to raise financing through the sale of equity securities, investors’
interests in our Company will be diluted and investors may suffer dilution in
their net book value per share depending on the price at which such securities
are sold. If we issue any such additional shares, such issuances also will cause
a reduction in the proportionate ownership and voting power of all other
shareholders. Further, any such issuance may result in a change in our
control.
  Anti-Takeover
Provisions
  We do not currently have a shareholder
rights plan or any anti-takeover provisions in our By-laws or corporate charter.
Without any anti-takeover provisions, there is no deterrent for a take-over of
the Company, which may result in a change in our management and
directors.
  6
  Discussion
and Analysis of Financial Condition
  Following
the sale of Esko Pivnich and Pari, our activities were confined to providing
management consulting services to clients in the United States and Europe. It is
anticipated that we will require only nominal capital to maintain our corporate
viability and the necessary funds will most likely be provided by income arising
from our consulting activities. We anticipate that our immediate cash needs will
be covered by loans provided by our shareholders.  However, in the
event our income from consulting activities proves insufficient or if we fail to
identify and complete an acquisition of an operating business and/or do not
raise significant outside financing, there is substantial doubt about our
ability to continue as a viable corporation.
  Going Concern - These
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, these 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
to continue as a going concern, the Company requires 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 the Company is not able to continue as a going concern, it would
likely be unable to realize the carrying value of the Company's assets reflected
in the balances set out in the preparation of financial statements. The
Company's limited revenue history, high concentration of credit risk in
consequence of its dependence on a single major customer and limited funding
raise substantial doubt about the Company's ability to continue as a going
concern.
  Plan
of operations
  At the
present time, we are actively marketing our management consulting services to
clients in the United States and Europe. Simultaneously, we are investigating
possible business opportunities with the intent to acquire or merge with one or
more business ventures.
  Results
of Operations
  Sales, general and
administrative expenses
  Sales,
general and administration expenses in 2009 went down to $297,360 from $510,794
in 2008. The reduction was mainly caused by smaller professional expenses as a
result of the disposal of operating business in the beginning of
2009.
  Interest
expense
  Net
interest expense went down from $427,467 in 2008 to $116,123 in 2009 mainly as a
result of the extinguishment of the Dutchess Note in February 2008.
  Net
income
  The
accounting net income of $2,889,465 in 2009 resulted from the disposal of Esko
Pivnich and Pari that were previously written down during 2008 following the
reserve report from the Company’s geologists showing the absence of proved
reserves at Esko Pivnich’s key producing field.
  Liquidity
and Capital Resources
  Since inception, we have financed our
operations from private sources. We anticipate continuing losses in the near
future while we are establishing our management consulting business and seeking
a business combination. We are currently discussing various financing options
with private investors that include Company shareholders however, no assurance
can be provided as to if, when and in what amount such new financing may be
received by the Company. Failure to timely receive such financing may cause us
to significantly curtail or altogether suspend our capital expenditure program.
This may, in turn, have material adverse effect on our production
activities.
  Cash
flow
  Cash used
by operating activities for the years ended December 31, 2009 and 2008 amounted
to $272,364 and $521,301 respectively.
  7
  Cash
Requirements
  The
Company anticipates it will require around $40,000 in 2010 to continue in
operating existence. The Company anticipates raising this amount from the cash
generated by its management consultancy business and/or through shareholder
loans. However, there is no certainty these cashflow expectations would
materialize and the timing of those cashflows.
  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 1 of the Notes to the Financial
Statements.
  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) collectibility 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 collectibility 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.
  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 earned an accounting net income of $2,889,465 during the
year ended December 31, 2009, and, as of December 31, 2009, the Company’s
current liabilities exceeded its current assets by $433,079.
  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 note disclosures describing
the circumstances that lead to this disclosure by our independent
auditors.
  ITEM 7.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  Our financial statements are stated in
United States dollars and are prepared in accordance with United States
generally accepted accounting principles. The Report of Independent Registered
Public Accounting Firm, John A. Braden & Co., P.C. on the financial
statements of Sunrise Energy Resources, Inc.  (the “Company”) for the
year ended December 31, 2009 is included herein immediately preceding the
audited financial statements for the respective periods.
  8
  SUNRISE
ENERGY RESOURCES, INC.
 FINANCIAL
STATEMENTS
 DECEMBER
31, 2009 AND 2008
  IndexReport
      of Independent Registered Public Accounting Firm – John A. Braden &
      Company, P.C.
                        F-1Balance
      Sheet
                        F-2Statement
      of Operations and Comprehensive Loss
                        F-3Statements
      of Changes in Stockholders’ Equity (Capital Deficit)
                        F-4Statements
      of Cash Flows
                        F-5Notes
      to the Financial Statements
                        F-5-F-9
  9
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  TO THE DIRECTORS AND STOCKHOLDERS OF
SUNRISE ENERGY RESOURCES, INC:
  We have audited the accompanying
balance sheet of Sunrise Energy Resources, Inc. (“the Company”) as of December
31, 2009 and December 31, 2008, and the related statements of operations and
comprehensive loss, changes in stockholders’ equity and cash flows for the years
ended December 31, 2009 and 2008. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
  We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
  In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of Sunrise Energy Resources, Inc at December 31, 2009, and
the related results of their operations and cash flows for the years ended
December 31, 2009 and 2008, in conformity with accounting principles generally
accepted in the United States of America.
  The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern.
As shown in the financial statements, the Company earned a net income of
$2,889,465 during the year ended December 31, 2009, and, as of December 31,
2009, the Company’s current liabilities exceeded its current assets by $433,079.
These factors, among others, including the Company’s ability to develop the
properties for which the Company has licenses, as discussed in Note 1 to the
financial statements, raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans in regard to these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
  John A.
Braden & Company, P.C.
  Houston,
Texas
 March 26,
2010
  F-1
  SUNRISE
ENERGY RESOURCES INC.
 BALANCE
SHEETS
 (Expressed
in US Dollars)
 
 December
      31,
                            
                            
                            December
      31,2009
                            
                            
                            2008(as restated)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                            
                            $
                            38
                            
                            
                            $
                            17,428Other
      current assets
                            
                            
                            
                            
                            
                            
                            116,123TOTAL
      ASSETS
                            
                            $
                            38
                            
                            
                            $
                            133,551LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESOther
      accounts payable – related party
                            
                            
                            382,365
                            
                            
                            
                            275,091Interest
      payable – related party
                            
                            
                            22,476
                            
                            
                            
                            22,476Other
      accounts payable
                            
                            
                            28,276
                            
                            
                            
                            3,280Deferred
      income
                            
                            
                            
                            
                            
                            
                            4,731,802Total
      current liabilities
                            
                            
                            433,117
                            
                            
                            
                            5,032,649STOCKHOLDERS’
      EQUITYCommon
      Stock, $.001 par value, 75,000,000 authorized, 23,690,037 and
      23,542,337  issued and outstanding as of December 31, 2009 and
      December 31, 2008
                            
                            
                            23,690
                            
                            
                            
                            23,542Additional
      Paid in Capital
                            
                            
                            6,626,723
                            
                            
                            
                            6,479,170Retained
      earnings (Accumulated deficit)
                            
                            
                            (7,083,492
                            )
                            
                            
                            (9,972,957
                            )Other
      comprehensive loss
                            
                            
                            
                            
                            
                            
                            (1,428,853
                            )Total
      stockholders' equity (deficit)
                            
                            
                            (433,079
                            )
                            
                            
                            (4,899,098
                            )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                            
                            $
                            38
                            
                            
                            $
                            133,551
  The
accompanying notes are an integral part of the financial
statements.
  F-2
  SUNRISE
ENERGY RESOURCES INC. STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS
 (Expressed
in US Dollars except share amounts)
  For
      the year endedDecember
      312009
                                        
                                        
                                        2008(as restated)OPERATING
      EXPENSESSales,
      general and administrative expenses
                                        
                                        $
                                        (297,360
                                        )
                                        
                                        $
                                        (510,794
                                        )OPERATING
      LOSS
                                        
                                        
                                        (297,360
                                        )
                                        
                                        
                                        (510,794
                                        )OTHER
      EXPENSESNet
      interest expense
                                        
                                        
                                        (116,123
                                        )
                                        
                                        
                                        (427,467
                                        )LOSS
      BEFORE TAX AND EXTRAORDINARY ITEMS
                                        
                                        
                                        (413,483
                                        )
                                        
                                        
                                        (938,261
                                        )Gain
      on disposal of discontinued operations
                                        
                                        
                                        3,302,948Loss
      from operations of discontinued segment
                                        
                                        
                                        
                                        
                                        
                                        
                                        (5,511,137
                                        )NET
      LOSS
                                        
                                        
                                        2,889,465
                                        
                                        
                                        
                                        (6,449,338
                                        )COMPREHENSIVE
      INCOME/(LOSS)
                                        
                                        $
                                        2,889,465
                                        
                                        
                                        $
                                        (6,449,398
                                        )BASIC
      LOSS (EARNINGS) PER SHARE
                                        
                                        $
                                        0.12
                                        
                                        
                                        $
                                        (0.29
                                        )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                                        
                                        
                                        23,616,187
                                        
                                        
                                        
                                        22,623,510
  The
accompanying notes are an integral part of the financial
statements.
  F-3
  SUNRISE
ENERGY RESOURCES INC.
 STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
 (CAPITAL
DEFICIT)
 (Expressed in US Dollars except share
amounts)
  Retained
                      
                      
                      Accumulated
                      
                      
                      Total

                          Stockholder'sCommon
                      
                      
                      Additional
                      
                      
                      Earnings
                      
                      
                      Other
                      
                      
                      EquityStock
                      
                      
                      Paid-in
                      
                      
                      (Accumulated
                      
                      
                      Comprehensive
                      
                      
                      (CapitalShares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Deficit)
                      
                      
                      (Loss)
                      
                      
                      Deficit)BALANCE,
      DECEMBER 31, 2007
                      
                      
                      21,704,682
                      
                      
                      $
                      21,705
                      
                      
                      $
                      4,643,353
                      
                      
                      $
                      (3,523,559
                      )
                      
                      $
                      (
      32,192
                      )
                      
                      $
                      1,109,307Private
      placement of shares
                      
                      
                      1,837,655
                      
                      
                      
                      1,837
                      
                      
                      
                      1,835,817
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,837,654Net
      loss for the year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (6,449,398
                      )
                      
                      
                      
                      
                      
                      
                      (6,449,398
                      )Other
      comprehensive loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (1,396,661
                      )
                      
                      
                      (1,396,661
                      )BALANCE,
      DECEMBER 31, 2008
                      
                      
                      23,542,337
                      
                      
                      $
                      23,542
                      
                      
                      $
                      6,479,170
                      
                      
                      $
                      (9,972,957
                      )
                      
                      $
                      (1,428,853
                      )
                      
                      $
                      (4,899,098
                      )Private
      placement of shares
                      
                      
                      147,700
                      
                      
                      
                      148
                      
                      
                      
                      147,553
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      147,701Net
      loss for the year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      2,889,465
                      
                      
                      
                      
                      
                      
                      
                      2,889,465Other comprehensive
      gain1
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,428,853
                      
                      
                      
                      1,428,853BALANCE,
      DECEMBER 31, 2009
                      
                      
                      23,690,037
                      
                      
                      $
                      23,690
                      
                      
                      $
                      6,626,723
                      
                      
                      $
                      (7,083,492
                      )
                      
                      $
                      -
                      
                      
                      $
                      (433,079
                      )
 (1)
Removal of previously recorded foreign currency translation adjustments
associated with the Company’s Ukrainian operations
  The
accompanying notes are an integral part of the financial
statements.
  F-4
  SUNRISE
ENERGY RESOURCES INC.
 STATEMENTS
OF CASH FLOWS
 (Expressed in US
Dollars)
  For the year ended
                            December 31,2009
                          
                          
                          2008 (as restated)CASH
      (USED IN) PROVIDED BY  OPERATING ACTIVITIES:Net
      income/(loss)
                          
                          $
                          2,889,465
                          
                          
                          $
                          (6,449,398
                          )Adjustments
      to reconcile net loss to net cash in operating activities:Gain
      on disposal of discontinued segment
                          
                          
                          (3,302,948
                          )Loss
      from operations of the discontinued segment
                          
                          
                          
                          
                          
                          
                          5,511,137Increase
      in other accounts payable and accruals
                          
                          
                          24,996Increase
      in interest payable
                          
                          
                          116,123
                          
                          
                          
                          416,960NET
      CASH FLOW FROM OPERATING ACTIVITIES
                          
                          
                          (272,364
                          )
                          
                          
                          (521,301
                          )CASH
      PROVIDED BY FINANCING ACTIVITIES:Short
      term notes repaid
                          
                          
                          
                          
                          
                          
                          (558,257
                          )Short
      term loans received from related parties
                          
                          
                          107,273Proceeds
      from share issuance
                          
                          
                          147,701
                          
                          
                          
                          1,837,655NET
      CASHFLOW FROM FINANCING ACTIVITIES
                          
                          
                          254,974
                          
                          
                          
                          1,279,398CASH
      USED IN INVESTING ACTIVITIESInvestment
      into discontinued operations
                          
                          
                          
                          
                          
                          
                          (740,702
                          )NET
      CASH FLOW FROM INVESTING ACTIVITIES
                          
                          
                          
                          
                          
                          
                          (740,702
                          )INCREASE
      (DECREASE) IN CASH
                          
                          
                          (17,390
                          )
                          
                          
                          17,395CASH,
      at the beginning of the period
                          
                          
                          17,428
                          
                          
                          
                          33CASH,
      at the end of the period
                          
                          $
                          38
                          
                          
                          $
                          17,428Interest
      paid in cash
                          
                          $
                          -
                          
                          
                          $
                          -Income
      tax paid in cash
                          
                          $
                          -
                          
                          
                          $
                          -
  F-5
  1.NATURE OF
BUSINESS
  Sunrise
Energy Resources, Inc. (“Sunrise” or the “Company”) was incorporated in the
State of Delaware on April 1 1991. Until December 31, 2008 we were engaged in
the exploration and development of oil and gas in the Ukraine. All operating
activities of Sunrise Energy Resources Inc. were conducted through our wholly
owned Ukrainian subsidiaries, TOV Energy-Servicing Company Esko Pivnich (“Esko
Pivnich” or “EP”) and Pari (“Pari”) both formed as Ukrainian Closed Joint Stock
Companies (CJSC).
  On June 24, 2009, the Company and
Millington Solutions LLC (“Millington”) executed a Share Purchase Agreement
regarding the transfer of 100% stakes in Esko Pivnich and Pari to Millington in
full settlement of the convertible debenture notes owed by Sunrise to
Millington. Millington Solutions LLC agreed to assume and hold the Company
harmless of any and all liabilities associated with Esko Pivnich and Pari
whether existing prior to the sale or arising afterwards including without
limitation any and all environmental remediation liabilities. The Company and
Millington Solutions have agreed that regardless of the actual date of executing
the definitive agreements, December 31, 2008 shall be deemed the effective
closing date for the disposal. The transaction was contingent on receiving the
board approval and the majority common stockholder approval both of which were
obtained on June 30, 2009.
  Sunrise
Energy Resources Inc. currently has its headquarters at the following address:
570 Seventh Avenue, Suite 800, New York, New York 10018.
  At
December 31, 2009 the company employed 2 people.
  2.PRESENTATION OF
FINANCIAL STATEMENTS
  Basis
of Presentation–These financial statements have been
prepared by the Company in accordance with accounting principles generally
accepted in the United States of America (“US GAAP”).
  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 earned a net income of $2,889,465 during the
year ended December 31, 2009, and as of December 31, 2009, the Company’s current
liabilities exceeded its current assets by $433,079.
  In order to maintain its corporate
status and finance its operating costs, the Company plans to rely on the
potential cashflow from its new management consulting business and/or
shareholder loans. 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.
  Functional and
Reporting Currency –US dollar is the reporting currency of the
accompanying financial statements.
  3.SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
  Basis
of Consolidation –The
financial statements incorporate the financial statements of Sunrise Energy
Resources Inc. and other enterprises, where the Company, directly or indirectly
exercises control. Control is achieved where the Company has the power to govern
the financial and operating policies of an investee enterprise so as to obtain
benefits from its activities. All significant intercompany transactions,
balances and unrealized gains (losses) on transactions are eliminated on
consolidation.
  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) collectibility is reasonably
assured.
  F-6
  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 collectibility of those amounts. Provisions for discounts and
rebates to customers, estimated returns and allowances, 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.
  Cash
and Cash Equivalents –Cash include petty cash and cash held in checking bank accounts. Cash
equivalents include short-term investments with an original maturity of three
months or less that are readily convertible to known amount of cash which are
subject to insignificant risk of changes in value. Cash and cash equivalents as
of December 31, 2009 consisted of USD balances at the Company’s checking account
with Citibank.
  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 —The Company’s financial instruments
consist of cash, accounts receivable, accounts payable and accrued liabilities.
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 -Statement of SFAS 130, “Reporting Comprehensive Income,”
establishes standards for reporting and displaying of comprehensive income, its
components and accumulated balances. Comprehensive income 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 be reported in a financial statement that is
displayed with the same prominence as other financial statements. Foreign
exchange measurement gains and losses of the Company are reflected in
Comprehensive gains and losses.
  F-7


New
accounting pronouncements:





In June
2009 the FASB established the Accounting Standards Codification ("Codification"
or "ASC") as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States ("GAAP"). Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.





ASC Topic
855, "Subsequent Events", ASC Topic 810, "Accounting for Transfers of Financial
Assets", ASC Topic 105 "The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles- were recently issued.
Above codifications have no current applicability to the Company or their effect
on the financial statements would not have been significant.




Accounting
Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU's No. 2009-2 through ASU No. 2010-03 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been
significant.




4.
OTHER ACCOUNTS PAYABLE AND ACCRUALS




Other
accounts payable and accruals as of December 31, 2009 and December 31, 2008
consisted of the following:




12/31/2009
                        
                        
                        12/31/2008Professional
      Services
                        
                        $
                        28,276
                        
                        
                        
                        3,280Related
      partiesAdvances
      from shareholders
                        
                        
                        382,365
                        
                        
                        
                        275,091Total
                        
                        $
                        410,641
                        
                        
                        $
                        278,371




The
amounts of $28,276 as of 12/31/2009 and $3,280 as of 12/31/2008 were due to the
Company’s auditor and financial printer. The amounts of $382,365 as of
12/31/2009 and $275,091 as of 12/31/2008 represent loans from shareholders with
no specific terms paid to the Company during 2005-2006 and 2009.




5.       INTEREST
PAYABLE




Interest
payable of $22,476 as of December, 31 2009 and December, 31 2008 represented
interest accrued on the loans from related parties (Note 4).




6.SHAREHOLDERS’
EQUITY




During
2009, the Company raised $147,701 from private placements of 147,701 shares
Company’s unregistered stock to non-US investors in reliance on Regulation S as
promulgated under the Securities Act of 1933.




No
dividends were declared or paid by the Company during the periods ended December
31, 2009 and December 31, 2008.




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.


F-8




Year
      Ended
                    December 31,2009
                  
                  
                  2008(Unaudited)
                    (in
      US dollars, except
                    Per
      share amounts)Loss
      from continuing operations
                  
                  $
                  (413,483
                  )
                  
                  $
                  (938,261
                  )Income/(Loss)
      from discontinued operations
                  
                  
                  3,302,948
                  
                  
                  
                  (5,511,137
                  )Net
      income/(loss) attributable to common stockholders
                  
                  $
                  2,889,465
                  
                  
                  $
                  (6,449,338
                  )Weighted
      average common shares outstanding, basic
                  
                  
                  23,616,187
                  
                  
                  
                  22,553,685Loss
      from continuing operations per common share, basic
                  
                  
                  (0.02
                  )
                  
                  
                  (0.04
                  )Income/(Loss)
      from discontinued operations per common share, basic
                  
                  
                  0.14
                  
                  
                  
                  (0.25
                  )Income/(Loss)
      per common share, basic
                  
                  $
                  0.12
                  
                  
                  $
                  (0.29
                  )Weighted
      average common shares outstanding, diluted
                  
                  
                  23,616,187
                  
                  
                  
                  22,553,685Loss
      from continuing operations per common share, basic
                  
                  
                  (0.02
                  )
                  
                  
                  (0.04
                  )Income/(Loss)
      from discontinued operations per common share, basic
                  
                  
                  0.14
                  
                  
                  
                  (0.25
                  )Loss
      per common share, diluted
                  
                  $
                  0.12
                  
                  
                  $
                  (0.29
                  )




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 December 31, 2009 and December 31, 2008 (Notes 4 and
5).




Our
related parties are CJSC Infox, Zaccam Trading, Ltd.. and Burisma Holdings
Limited. During the year ended December 31, 2009 we received $147,701 from
Zaccam Trading, Ltd in equity financing and $107,274 in short-term loan
financing from Burisma Holdings Limited to finance general corporate
expenses.




9.COMMITMENTS AND
CONTINGENCIES




Environmental
remediation –Under the
laws of Ukraine the Company is obligated to conform to certain environmental
remediation obligations related to the oil and gas production activities. This
amount can not be estimated but is not considered to be material. In accordance with the share purchase
agreement executed by the Company and Millington Solutions LLC, Millington would
assume all environmental remediation obligations relating to the oil & gas
properties previously held by the Company through its former subsidiaries Esko
Pivnich 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, market movements in
foreign exchange rates and in interest rates. A description of the Company’s
risk management policies in relation to those risks follows.




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 the financial instruments.




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




11.
SUBSEQUENT EVENTS




None


F-9




ITEM 8. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




None




ITEM 8a. CONTROLS
AND PROCEDURES




Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Section 13a-15(f) of the
Securities Exchange Act of 1934, as amended).  Internal control over
financial reporting is a process designed by, or under the supervision of, the
Company’s CEO and the company’s CFO to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of the Company’s
financial statements for external reporting purposes in conformity with U.S.
generally accepted accounting principles and include those policies and
procedures that (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and disposition of the
assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company;  and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could
have a material effect on the financial statements.





As of
December 31, 2009, management conducted an assessment of the effectiveness of
the Company’s internal control over financial reporting based on the framework
established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).  Based on
the criteria established by COSO, management concluded that the Company’s
internal control over financial reporting was not effective as of December 31,
2009, as a result of the identification of the material weakness described
below.





A
material weakness is a deficiency or combination of deficiencies in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis.





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will prevent or detect all errors and
all fraud.  A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
system’s objectives will be met.  Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their
costs.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been
detected.  These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake.  Controls can also be circumvented
by the individual acts of some person, by collusion of two or more people, or by
management override of the controls.  Over time, controls may become
inadequate because of changes in conditions or deterioration in the degree of
compliance with associated policies or procedures.  Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.





The
Company’s management has identified a material weakness in the effectiveness of
internal control over financial reporting related to a shortage of qualified
personnel in the Company’s accounting department required to present the
financial reports it in accordance with US GAAP including all disclosures on a
timely basis.





This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
company’s registered public accounting firm pursuant to temporary rules of the
Securities Exchange Commission that permit the company to provide only
management’s report in this annual report.


10





Conclusion





The above
identified material weakness did not result in material audit adjustments to our
2009 financial statements. Based on our current size and size of operations, we
do not believe it is economically feasible to remediate this weakness. We cannot
assure you that, as circumstances change, any additional material weakness will
not be identified.





Changes in internal control
over financial reporting





The
Company’s principal executive officers and principal financial officer have
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 fiscal year that have materially affected or are reasonably
likely to materially affect these controls as of the end of the period covered
by this report based on such evaluation.




PART
III




ITEM  9.
DIRECTORS AND EXECUTIVE OFFICERS OF COMPANY




Directors and
Executive Officers




All directors of our company hold
office until the next annual meeting of the shareholders or until their
successors have been elected and qualified. The officers of our company are
appointed by our board of directors and hold office until their death,
resignation or removal from office.




Name
                  
                  Position
                  
                  Age
                  
                  Date elected or
                    appointedKonstantin
      Tsiryulnikov
                  
                  CEO,
      Sunrise Energy Resources, Inc.
                  
                  31
                  
                  December
      – 2004David
      A. Melman
                  
                  Independent
      Director of Sunrise Energy Resources Inc
                  
                  67
                  
                  1997Roman
      Livson
                  
                  CFO,
      Sunrise Energy Resources, Inc.
                  
                  39
                  
                  August
      2005Leon
      Golden
                  
                  Independent
      Director, Sunrise Energy Resources, Inc.
                  
                  47
                  
                  December
      – 2004




Directors
and Key Personnel




Mr.
Konstantin Tsiryulnikov,President,CEO, of Sunrise Energy Resources. Mr.
Tsiryulnikov is president of Odessa Consulting (Canada), and has extensive
experience in international business relating to the former Soviet Union
countries, concentrating in the Oil and Gas industry. Mr. Tsiryulnikov also
serves as the manager of international relations for the L.Z. Group (Canada).
Mr. Tsiryulnikov holds an International Business Certificate from the Kyiv
Financial Institute and a B.S. degree from the University of
Toronto.




Mr. David A.
Melman, Mr. Melman, currently serves as the Chairman of the Board of
Directors of Sunrise Energy Resources. Mr. Melman also currently serves as
President and CEO of British American Natural Gas Corporation, a company engaged
in oil and gas exploration in Mozambique, Africa.  From 1997 until
January 2005 Mr. Melman served as President and sole director of Sunrise Energy
Services, Inc.  Mr. Melman serves as a director of Republic Resources,
Inc. (OTC Pink Sheets) and Swift LNG Inc., a company recently licensed to
commercialize certain patents granted to the Los Alamos National Laboratories to
transform natural gas into Liquefied Natural Gas. Mr. Melman was a director of
Beta Oil and Gas Inc. 2003-2004, predecessor to Petrohawk Energy, Inc. (NYSE)
and of Omni Energy Services, Inc. (NASDAQ) from 2004-2005.  Mr. Melman
holds a B.S. degree in economics and J.D. and LLM law degrees.




11




Mr. Roman Livson,CFO.Mr.
Livson has served as the managing director of Thor Capital Group, Inc. heading
its investment banking department since its foundation in 2002. Prior to that he
headed the investment banking department of Thor United Corp. He brings to the
company a valuable expertise in the Eastern European energy sector. Mr. Livson
worked for Coopers and Lybrand from 1994-1998 and received a Master's degree in
Mathematics of Finance from Columbia University in 2002.




Mr.
Leon Golden,Independent
director of Sunrise Energy Resources. Mr. Golden is a certified public
accountant with over 17 years of experience. For the past two years, Mr. Golden
has had his own CPA practice in New York City, and prior to that he worked as a
public accountant for another New York City CPA firm for fifteen years. Mr.
Golden serves on the board of directors of ABDC (OTCBB—ABDV). Mr. Golden holds a
B.S. degree in Accounting from Brooklyn College.




COMMITTEES OF THE
BOARD OF DIRECTORS




The Board of Directors has a
Compensation Committee and an Audit Committee. The Audit Committee currently
consists of two directors Leon Golden and David Melman. The Compensation
Committee is made up of Mr. Golden.




The purpose of the Compensation
Committee is to review the Company’s compensation of its executives, to make
determinations relative thereto and to submit recommendations to the board of
Directors with respect thereto in order to ensure such officers and directors
receive adequate and fair compensation.




During the fiscal year ending
12/31/2009, the Audit Committee was responsible for the general oversight of
audit, legal compliance and potential conflict of interest matters, including
(a) recommending the engagement and termination of the independent public
accountants to audit the financial statements of the Company, (b) overseeing the
scope of the external audit services, (c) reviewing adjustments recommended by
the independent public accountant and addressing disagreements between the
independent public accountants and management, (d) reviewing the adequacy of
internal controls and management’s handling of identified material inadequacies
and reportable conditions in the internal controls over financial reporting and
compliance with laws and regulations, and (e) supervising the internal audit
function, which may include approving the selection, compensation and
termination of internal auditors.




For the fiscal year ended 12/31/2009,
the Board of Directors conducted discussions with management and the independent
auditor regarding the acceptability and the quality of the accounting principles
used in the reports in accordance with Statements on Accounting Standards (SAS)
No. 61. These discussions included the clarity of the disclosures made therein,
the underlying estimates and assumptions used in the financial reporting and the
reasonableness of the significant judgments and management decisions made in
developing the financial statements. The Audit Committee also discussed the
other items with the auditors required by SAS No. 61 as amended. In addition,
the Board of Directors discussed with the independent auditor the matters in the
written disclosures required by Independence Standards Board Standard No.
1.




For the fiscal year ended 12/31/2009,
the Board of Directors have also discussed with management and its independent
auditors issues related to the overall scope and objectives of the audits
conducted, the internal controls used by the Company, and the selection of the
Company’s independent auditor.




Pursuant to the reviews and discussions
described above, the Board of Directors recommended that the audited financial
statements be included in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 for filing with the Securities and Exchange
Commission.




Audit Committee Financial
Expert




Our Board of Directors has determined
that Mr. Leon Golden is an “audit committee financial expert”. Members of our
Audit Committee are independent under SEC Rule 10A-3.




Code of Ethics




The Company has adopted its Code of
Ethics and Business Conduct for Officers, Directors and Employees that applies
to all of the officers, directors and employees of the
Company.




Compliance with Section
16(b) of the Exchange Act




12




Based solely on our review of Forms 3,
4, and 5, and amendments thereto which have been furnished to us, we believe
that during the year ended December 31, 2009 all of our officers, directors, and
beneficial owners of more than 10% of any class of equity securities, timely
filed, reports required by Section 16(a) of the Exchange Act of 1934, as
amended.






ITEM  10.
EXECUTIVE COMPENSATION






The Company estimates the fair value of
the management compensation for 2009 to be not materially different from these
accrued ones:




Name and principal
      position
                                                                      
                                                                      Actual salaryKonstantin
      Tsirulnikov
                                                                      
                                                                      $
                                                                      44,325CEO
      of Sunrise Energy Resources, Inc.Roman
      Livson
                                                                      
                                                                      $
                                                                      25,175CFO
      of Sunrise Energy Resources, Inc.Leon
      Golden
                                                                      
                                                                      Currently
      NominalIndependent
      Director, Sunrise Energy Resources, Inc.David
      A. MelmanIndependent
      Director of Sunrise Energy Resources, Inc.
                                                                      
                                                                      Currently
      NominalTotal
                                                                      
                                                                      $
                                                                      69,500




The Company has not entered into any
definitive compensation agreements with its senior management. There were no
stock options outstanding as at December 31, 2009.




ITEM  11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT




The following tables sets forth, as of
March 26, 2010, the number of and percent of our common stock beneficially owned
by (a) all directors and nominees, naming them, (b) our executive officers, (c)
our directors and executive officers as a group, without naming them, and (d)
persons or groups known by us to own beneficially 5% or more of our common
stock. Each person has sole voting and investment power with respect to the
shares of common stock, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated.




The following table sets forth for the
fiscal year ended December 31, 2008, the individuals or entities known to the
Company to beneficially own 5% or more of the Company’s outstanding shares of
voting securities.




Name Of Beneficial
      Owner
                                          
                                          Title
                                            of Class
                                          
                                          Number
                                            of Shares
                                          
                                          
                                          Percent of
                                            ClassBurisma
      Holdings Limited
                                          
                                          Common
                                          
                                          
                                          16,503,817
                                          1
                                          
                                          
                                          69.67
                                          %17
      GR XENOPOLOU STREET3106LIMASSOLCyprusMr.
      David A. Melman5353
      Memorial DriveSuite
      4012Houston
      Texas 77007
                                          
                                          Common
                                          
                                          
                                          200,000
                                          2
                                          
                                          
                                          0.84
                                          %




13




(1) Burisma Holdings Limited, a Cypriot
corporation is owned in equal proportions by Messrs. Mykola Lissin and Mykola
Zlochewsky, both residents of the Ukraine.




(2) Does not include the shares held by
Midland Trust Company, Ltd. which owns 0.84% of the total issued and outstanding
shares.  Mr. Melman held an irrevocable proxy to vote the above shares
on certain matters. Mr. Melman disclaims any beneficial ownership of such
shares.




Security Ownership
of Management




The following table sets forth
information concerning the beneficial ownership of the Company’s New Common
Stock for the fiscal year ended December 31, 2009 by Mr. David Melman,
Independent Director.




Name and Address of
                                    Beneficial Owner
                                  
                                  Amount of Beneficial
                                    Interest
                                  
                                  
                                  Percent of
                                    ClassMr.
      David A. Melman
                                  
                                  
                                  0.84
                                  %
                                  
                                  Common stock




ITEM  12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




Except as discussed below and elsewhere
in this Report, there have been no transactions, or proposed transactions, which
have materially affected or will materially affect the Company in which any
director, executive officer or beneficial holder of more than 10% of the
outstanding common stock, or any of their respective relatives, spouses,
associates or affiliates, has had or will have any direct or material indirect
interest.




As at the date of this annual report,
we do not have any policies in place with respect to whether we will enter into
agreements with related parties in the future.




ITEM  13.
PRINCIPAL ACCOUNTANT FEES AND SERVICES




During 2009 professional services were
mostly rendered for the Company by John A. Braden & Co. P.C. accounting firm
while during 2008 the professional services were mostly rendered by GLO CPAs
LLLP.




Total professional fees incurred by the
Company for the years ended December 31, 2009 and 2008 consisted of the
following:




2009
                      John A. Braden & Co.
                    
                    
                    2008
                      GLO CPAs LLLPAudit
                    
                    $
                    34,996
                    
                    
                    $
                    87,139Audit
      related
                    
                    
                    —
                    
                    
                    
                    —Tax
                    
                    
                    —
                    
                    
                    
                    —All
      other fees
                    
                    
                    —
                    
                    
                    
                    —Total
                    
                    $
                    34,996
                    
                    
                    $
                    87,139




Audit
Fees




The Audit Fees for 2009 and 2008 were
for services associated with the U.S. GAAP audits, and registration
statements.




Audit Related
Fees




During 2009 and 2008 we did not pay any
audit related fees.




14




Tax
Fees




During 2009 and 2008 we did not pay any
tax related fees.




All Other
Fees




During 2009 and 2008 we did not pay any
other fees.




Audit Committee
Pre-Approval Policies and Procedures




The Sarbanes-Oxley Act of 2002 required
us to implement a pre-approval process for all engagements with our independent
public accountants. In compliance with Sarbanes-Oxley requirements pertaining to
auditor independence, our Audit Committee pre-approves the engagement terms and
fees of John A. Braden and Co P.C., and previously, GLO CPAs LLLP and John A.
Braden and Co, P.C. for all audit and non-audit services, including tax
services. Our Audit Committee pre-approved the engagement terms and fees of John
A. Braden and Co., P.C. and GLO CPAs LLLP for all services performed for the
fiscal year ended December 31, 2009 and 2008.




SUBSIDIARIES:





None




PART
IV




ITEM  14.
EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND REPORTS ON FORM
8-K




Reports
on Form 8-K




Form 8-k
dated February 12, 2009 regarding the change of certifying
accountant.




Form 8-k
dated March 16, 2009 regarding material impairments.




Form 8-k
dated March 26, 2009 regarding triggering events that accelerate or
increase  a direct financial obligation or an obligation under a
balance sheet arrangement.




Form 8-k
dated April 3, 2009 regarding disposition of assets.




Form 8-k
dated June 26, 2009 regarding disposition of assets.




The following Financial Statements
pertaining to Sunrise Energy Resources are filed as part of this annual
report:




Report of Independent Registered Public
Accounting Firm – John A. Braden and Co., P.C. for the year ended December 31,
2009




Balance
Sheets as of December 31, 2009 and December 31, 2008




Statements
of Changes in Stockholders’ Equity (Capital Deficit) for the years ended
December 31, 2009 and 2008.




Statement
of Operations and Comprehensive Loss for the years ended December 31, 2009 and
2008.




Statements
of Cash Flows for the years ended December 31, 2009 and 2008.




Notes to
the Financial Statements for the year ended December 31, 2009.




Exhibit
                      Number
                    
                    Description
                    
                    Incorporation by
      Reference3
                    1
                    
                    Amended
      and Restated Certificate of Incorporation of the Company
                    
                    Filed
      as an exhibit to the Form 10-QSB for the quarter ended September 30, 2004;
      is incorporated herein by this reference.3
                    2
                    
                    Bylaws
      of the Company
                    
                    Filed
      as an exhibit to the Form 10-QSB for the quarter ended September 30, 2004;
      is incorporated herein by this reference.10
                    1
                    
                    Shareholders
      Agreement.
                    
                    Filed
      as an exhibit to the Form 10-QSB for the quarter ended September 30, 2004;
      is incorporated herein by this reference.14
                    
                    
                    Code
      of Ethics
                    
                    Filed
      Herewith31
                    1
                    
                    Rule
      13a-14(a) Certification of Chief Executive Officer
                    
                    Filed
      Herewith31
                    1
                    
                    Rule
      13a-14(a) Certification of Chief Financial Officer
                    
                    Filed
      Herewith32
                    1
                    
                    Section
      1350 Certification of Chief Executive Officer
                    
                    Filed
      Herewith32
                    2
                    
                    Section
      1350 Certification of Chief Financial Officer
                    
                    Filed
      Herewith




SIGNATURES




Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.




Sunrise
      Energy Resources, Inc./s/ Konstantin
      TsiryulnikovKonstantin
      TsiryulnikovPresident
      and Chief Executive Officer




Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.




Date
                
                Signature
                
                TitleMarch
      26, 2010
                
                
                
                CEO




15