(Mark One)

X____Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
fiscal year ended April 30, 2001.

_____Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from ____ to ____.





|Colorado                                       | 0-24483                  | 84-1461844                          
|---------------------------------------------- | ------------------------ | ------------------------------------
|(State or other jurisdiction of
incorporation) | (Commission File
Number) | (IRS Employer Identification
Number)

|4807 S. Zang Way

Morrison, Colorado     | 80465     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (Zip Code)

Issuer's telephone number:  (303) 979-2404

Securities to be registered under Section 12(b) of the Act:

Title of each class

N/A

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

Common Stock, no par value

(Title of Class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB._X_

State issuer's revenue for its most recent fiscal year: $  -0-

State the aggregate market value of the voting stock held by non-affiliates computed by reference
to the price at which the stock was sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days (See definition of affiliate in Rule 12b-2): -0-

Note: If determining whether a person is an affiliate will involve an unreasonable effort and
expense, the issuer may calculate the aggregate market value of the common equity held by
non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years):

Check whether the issuer has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a
court. Yes ____  No ____

(Applicable only to corporate registrants) State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable date: 2,135,000 as of April 30,
2001.

(Documents incorporated by reference. If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act").  The listed documents should be clearly described for
identification purposes.

PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

General

The Company was incorporated under the laws of the State of   Colorado on April 30,
1998, and is in the early developmental and promotional stages.  To date the Company's only
activities have been organizational ones, directed at the raising of capital, and preliminary
efforts to seek one or more properties or businesses for acquisition.  The Company has not
commenced any commercial operations.  The Company has no full-time employees and owns no
real estate.

The Company's business plan is to seek, investigate, and, if warranted, acquire one or
more properties or businesses.  Such an acquisition may be made by purchase, merger, exchange
of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint
venture, or partnership.  The Company has very limited capital, and it is unlikely that the
Company will be able to take advantage of more than one such business opportunity.  The
Company intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

As of the end of its fiscal year ending April 30, 2001, the Company has not identified any
business opportunity that it plans to pursue, nor has the Company reached any agreement or
definitive understanding with any person concerning an acquisition.  During the fiscal year
ending April 30, 2001, the Company's officers and directors had preliminary contacts with
representatives of numerous companies concerning the general possibility of a merger or
acquisition by an entity like the Company, whose shares are registered under the Securities
Exchange Act of 1934.  However, none of these preliminary contacts or discussions resulted in
any type of agreement.

It is anticipated that the Company's officers and directors will continue to initiate contacts
with securities broker-dealers and other persons engaged in other aspects of corporate finance to
advise them of the Company's existence and to determine if the companies or businesses they
represent have an interest in considering a merger or acquisition with the Company.  No
assurance can be given that the Company will be successful in finding or acquiring a desirable
business opportunity, given the limited funds that are expected to be available for acquisitions, or
that any acquisition that occurs will be on terms that are favorable to the Company or its
stockholders.

The Company's search will be directed toward small and medium-sized enterprises which
have a desire to become public corporations and which are able to satisfy, or anticipate in the
reasonably near future being able to satisfy, the minimum asset requirements in order to qualify
shares for trading on the NASDAQ Small Cap exchange or on an exchange such as the American
or Pacific Stock Exchange.  (See "Investigation and Selection of Business Opportunities.")  The
Company anticipates that the business opportunities presented to it will (i) be recently organized
with no operating history, or a history of losses attributable to under-capitalization or other
factors; (ii) be experiencing financial or operating difficulties; (iii) be in need of funds to develop
a new product or service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned in (i) through
(iv).  The Company intends to concentrate its acquisition efforts on properties or businesses that
it believes to be undervalued.  Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.

The Company does not propose to restrict its search for investment opportunities to any
particular geographical area or industry, and may, therefore, engage in essentially any business, to
the extent of its limited resources.  This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical, communications and
others.  The Company's discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions, and other factors.

As a consequence of the Company's registration of its securities under the Securities
Exchange Act of 1934, any entity which has an interest in being acquired by the Company is
expected to be an entity that desires to become a public company as a result of the transaction.  In
connection with such an acquisition, it is highly likely that an amount of stock constituting
control of the Company would be issued by the Company or purchased from the Company's
current principal shareholders by the target entity or its controlling shareholders.

It is anticipated that business opportunities will come to the Company's attention from
various sources, including its officers and directors, its other stockholders, professional advisors
such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals.  The Company has no
plans, understandings, agreements, or commitments with any individual for such person to act as
a finder of opportunities for the Company.

Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business opportunity may be made
upon management's analysis of the quality of the other company's management and personnel,
the anticipated acceptability of new products or marketing concepts, the merit of technological
changes, and numerous other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria.  In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential for the future
because of the possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make other changes.
Because of the lack of training or experience of the Company's management, the Company will
be dependent upon the owners of a business opportunity to identify such problems and to
implement, or be primarily responsible for the implementation of, required changes.  Because the
Company may participate in a business opportunity with a newly organized firm or with a firm
which is entering a new phase of growth, it should be emphasized that the Company will incur
further risks, because management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services will likely not be
established, and such company may not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but will essentially be
limited to one such venture because of the Company's limited financing.  This lack of
diversification will not permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an adverse factor affecting
any decision to purchase the Company's securities.

It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's shareholders pursuant to the authority and
discretion of the Company's management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.  Company management does not generally
anticipate that it will provide holders of the Company's securities with financial statements, or
any other documentation, concerning a target company or its business prior to any merger or
acquisition.  In some instances, however, the proposed participation in a business opportunity
may be submitted to the stockholders for their consideration, either voluntarily by Company
management which elects to seek the stockholders' advice and consent, or because state law so
requires.

The analysis of business opportunities will be undertaken by or under the supervision of
the Company's executive officers and directors.

Although there are no current plans to do so, Company management might hire an outside
consultant to assist in the investigation and selection of business opportunities, and in that event,
might pay a finder's fee.  Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business opportunities, no
policies have been adopted regarding use of such consultants or advisors, the criteria to be used
in selecting such consultants or advisors, the services to be provided, the term of service, or
regarding the total amount of fees that may be paid.  However, because of the limited resources
of the Company, it is likely that any such fee the Company agrees to pay would be paid in stock
and not in cash.  Otherwise, the Company anticipates that it will consider, among other things,
the following factors:

(a)  Potential for growth and profitability, indicated by new technology, anticipated
market expansion, or new products;

(b)  Competitive position as compared to other companies of similar size and experience
within the industry segment as well as within the industry as a whole;

(c)  Strength and diversity of existing management, or  management prospects that are
scheduled for recruitment;

(d)  Capital requirements and anticipated availability of required funds, to be provided
from operations, through the sale of additional securities, through joint ventures or similar
arrangements, or from other sources;

(e)  The cost of participation by the Company as compared to the perceived tangible and
intangible values and potential;

(f)  The extent to which the business opportunity can be advanced;

(g)  The Company's perception of how any particular business opportunity will be
received by the investment community and by the  Company's stockholders;

(h)  The accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items; and

(i)  Whether the financial condition of the business opportunity would be, or would have
a significant prospect in the foreseeable future to become, such as to permit the securities of the
Company, following the business combination, to qualify to be listed on an exchange or on a
national automated securities quotation system, such as the NASDAQ Small Cap, so as to permit
the trading of such securities to be exempt from the requirements of Rule 15c2-6 recently
adopted by the Securities and Exchange Commission.  See "Risk Factors - The Company -
Regulation of Penny Stocks."

In regard to the last criterion listed above, the current standards for the NASDAQ Small
Cap listing include, among other things, the requirements that the issuer of the securities that are
sought to be listed have stockholders' equity of at least $5,000,000, or a market capitalization of
at least $50,000,000, or net income in its latest fiscal year of not less than $750,000.  Many, and
perhaps most, of the business opportunities that might be potential candidates for a combination
with the Company would not satisfy the NASDAQ Small Cap listing criteria.  To the extent that
the Company seeks potential NASDAQ listing, therefore, the range of business opportunities that
are available for evaluation and potential acquisition by the Company would be significantly
limited.

In applying the criteria listed above, no one of which will be controlling, management
will attempt to analyze all factors appropriate to the opportunity and make a determination based
upon reasonable investigative measures and available data.  Potentially available business
opportunities may occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.  Potential investors must recognize that, because
of the Company's limited capital available for investigation and management's limited
experience in business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business opportunity and it
has not established any deadline for completion of a transaction.  It expects, however, that the
process of   seeking candidates, analysis of specific proposals and the selection of a business
opportunity may require several additional months or more.

Prior to making a decision to participate in a business opportunity, the Company will
generally request that it be provided with written materials regarding the business opportunity
containing such items as a description of product, service and company history; management
resumes; financial information; available projections, with related assumptions upon which they
are based; an explanation of proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed  forms of compensation to
management; a description of transactions between such company and its affiliates during
relevant periods; a description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated capital requirements; audited
financial statements or an indication that  audited statements will be available within sixty (60)
days following completion of a merger transaction; and other information deemed  relevant.

As part of the Company's investigation, the Company's executive officers and directors
may meet personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information provided, check
references of management and key personnel, and take other reasonable investigative measures,
to the extent of the Company's limited financial resources and management expertise.

Company management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.  These include
acquisition candidates desiring to create a public market for their shares in order to enhance
liquidity for current shareholders, acquisition candidates which have long-term plans for raising
equity capital through the public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for cash, and believe that the
possibility of development of a public market for their securities will be assistance in that
process.  Acquisition candidates which have a need for an immediate cash infusion are not likely
to find a potential business combination with the Company to be an attractive alternative.

Form of Acquisition

It is impossible to predict the manner in which the Company may participate in a business
opportunity.  Specific business opportunities will be reviewed as well as the respective needs and
desires of the Company and the promoters of the opportunity and, upon the basis of that review
and the relative negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected.  Such structure may include, but
is not limited to, share exchanges, mergers, agreements for purchase and sale of stock or assets,
leases, licenses, joint ventures and other contractual arrangements.  The Company may act
directly or indirectly through an interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business organization.  In
addition, the present management and stockholders of the Company most likely will not have
control of a majority of the voting shares of the Company following a reorganization transaction.
As part of such a transaction, the Company's directors may resign and new directors may be
appointed without any vote by stockholders.

It is likely that the Company will acquire its participation in a business opportunity
through the issuance of Common Stock or other securities of the Company.  Although the terms
of any such transaction cannot be predicted, it should be noted that in certain circumstances the
criteria for determining whether or not an acquisition is a so-called "tax free" reorganization
under the Internal Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of more than 80% of the common stock of the combined entities immediately
following the reorganization.  If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Internal Revenue Code, the
Company's stockholders in such circumstances would retain in the aggregate 20% or less of the
total issued and outstanding shares.  This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such reorganization.  Any such
issuance of additional shares might also be done simultaneously with a sale or transfer of shares
representing a controlling interest in the Company by the current  officers, directors and principal
shareholders. (See "Description of  Business - General").

It is anticipated that any securities issued in any reorganization  would be issued in
reliance upon exemptions, if any are available, from registration under applicable federal and
state securities laws.  In some circumstances, however, as a negotiated element of the transaction,
the Company may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter.  The issuance of
substantial additional securities and their potential sale into any trading market that might
develop in the Company's securities may have a depressive effect upon such market.

The Company will participate in a business opportunity only after the negotiation and
execution of a written agreement.  Although the terms of such agreement cannot be predicted,
generally such an agreement would require specific representations and warranties by all of the
parties thereto, specify certain events of default, detail the terms of closing and the conditions
which must be satisfied by each of the parties thereto prior to such closing, outline the manner of
bearing costs if the transaction is not closed, set forth remedies upon default, and include
miscellaneous other terms.

As a general matter, the Company anticipates that it will enter into a letter of intent with
the management, principals or owners of a prospective business opportunity prior to signing a
binding agreement.  Such a letter of intent will set forth the terms of the proposed acquisition but
will not bind either the Company or the business opportunity to consummate the transaction.
Execution of a letter of intent will by no means indicate that consummation of an acquisition is
probable.  Neither the Company nor the business opportunity will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition as described in the
preceding paragraph is executed.  Even after a definitive agreement is executed, it is possible that
the acquisition would not be consummated should either party elect to exercise any right
provided in the agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents and other
instruments will require substantial management time and attention and substantial costs for
accountants, attorneys and others.  If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would not be recoverable.
Moreover, because many providers of goods and services require compensation at the time or
soon after the goods and services are provided, the inability of the Company to pay until an
indeterminate future time may make it impossible to procure goods and services.

Competition

The Company expects to encounter substantial competition in its efforts to locate
attractive opportunities, primarily from business development companies, venture capital
partnerships and corporations,  venture capital affiliates of large industrial and financial
companies, small investment companies, and wealthy individuals.  Many of these  entities will
have significantly greater experience, resources and  managerial capabilities than the Company
and will therefore be in a better position than the Company to obtain access to attractive business
opportunities.   The Company also will experience competition from other public "blind pool"
companies, many of which may have more funds available than does the Company.

Administrative Offices

The Company currently maintains a mailing address at 4807 S. Zang Way, Morrison,
Colorado 80465, which is the office address of its President.  The Company's telephone number
there is (303) 979-2404.

Other than this mailing address, the Company does not currently maintain any other
office facilities, and does not anticipate the need for maintaining office facilities at any time in
the foreseeable future.  The Company pays no rent or other fees for the use of this mailing
address.

Employees

The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants as necessary,
and does not anticipate a need to engage any full-time employees so long as it is seeking and
evaluating business opportunities.  The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or participate in specific
business opportunities.  No remuneration will be paid to the Company's officers except as set
forth under "Executive Compensation" and under "Certain Relationships and Related
Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE   HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  Except for historical
matters, the matters discussed in this Form 10-KSB are forward-looking statements based on
current expectations, and involve risks and uncertainties.  Forward-looking statements include,
but are not limited to, statements under the following headings:

(i) "Description of Business - General" - the general description of the Company's plan to
seek a merger or acquisition  candidate, and the types of business opportunities that may be
pursued.

(ii) "Description of Business - Investigation and Selection of Business Opportunities" -
the steps which may be taken to investigate prospective business opportunities, and the factors
which may be used in selecting a business opportunity.

(iii) "Description of Business - Form of Acquisition" - the  manner in which the Company
may participate in a business acquisition.

The Company wishes to caution the reader that there are many  uncertainties and
unknown factors which could affect its ability to carry out its business plan in the manner
described herein.

ITEM 2.   DESCRIPTION OF PROPERTY.

The Company currently maintains a mailing address at 4807 S. Zang Way, Morrison,
Colorado  80465, which is the address of its President.  The Company pays no rent for the use of
this mailing address; however, for financial statement purposes, the Company is accruing $50 per
month as additional paid-in capital for this use.  The Company does not believe that it will need
to maintain an office at any time in the foreseeable future in order to carry out its plan of
operations described herein.  The Company's telephone number is (303) 979-2404.

The Company currently has no investments in real estate, real estate mortgages, or real
estate securities, and does not anticipate making any such investments in the future.  However,
the policy of the Company with respect to investment in real estate assets could be changed in the
future without a vote of security holders.

ITEM 3.   LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.

No director, officer or affiliate of the Company, and no owner of record or beneficial
owner of more than 5.0% of the securities of the Company, or any associate of any such director,
officer or security holder is a party adverse to the Company or has a material interest adverse to
the Company in reference to pending litigation.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF  SECURITY HOLDERS.

No matters were submitted to a vote of the security holders of the Company during the
fourth quarter of the fiscal year which ended April 30, 2001.

Part II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

There is not currently a public trading market for the Company's securities.  Such
securities are currently held of record by a total of approximately 116 persons.

No dividends have been declared or paid on the Company's securities, and it is not
anticipated that any dividends will be declared or paid in the foreseeable future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The Company remains in the development stage.   Its balance sheet for the fiscal year
ended April 30, 2001 reflects a current asset value of $2,768 which is in the form of cash and
cash equivalents, and current liabilities of $3,089.

Results of Operations

At the time of its incorporation, the Company received cash proceeds of $10,000 from the
sale of shares, and also issued shares for services valued at $1,935.  It has subsequently received
additional cash investments from its principal shareholders totalling $5,900, and for financial
statement purposes, has accrued a total of $1,800 as additional paid-in capital representing the
value of office space use provided to the Company at no charge by an officer and director.

During the period from April 30, 1998 (inception) through April 30, 2001, the Company
has accumulated a deficit of $19,956.  During this period, the Company engaged in no significant
operations other than organizational activities, acquisition of capital, preparation and filing of the
registration of its securities under the Securities Exchange Act of 1934, as amended, compliance
with its periodical reporting requirements, and efforts to locate a suitable merger or acquisition
candidate.  No revenues were received by the Company during this period.

For the fiscal year ending April 30, 2002, the Company anticipates incurring a loss as a
result of expenses associated with compliance with the reporting requirements of the Securities
Exchange Act of 1934, and expenses associated with locating and evaluating acquisition
candidates.  The Company anticipates that until a business  combination is completed with an
acquisition candidate, it will not generate revenues.  It may also continue to operate at a loss after
completing a business combination, depending upon the performance of the acquired business.

Plan of Operations and Need for Additional Financing

During the fiscal year ending April 30, 2002, the Company plans to continue with efforts
to seek, investigate, and, if warranted, acquire one or more properties or businesses.  The
Company also plans to file all required periodical reports and to maintain its status as a fully-reporting Company under the Securities Exchange Act of 1934.  In order to proceed with its
plans for the next year, it is anticipated that the Company will require additional capital in order
to meet its cash needs. These include the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934, as amended, as well as any costs the
Company may incur in seeking business opportunities.

No specific commitments to provide additional funds have been  made by management or
other stockholders, and the Company has no current plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional securities prior to the location of
a  merger or acquisition candidate.  Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the
foregoing, to the extent that additional funds are required, the Company anticipates receiving
such funds in the form of advancements from current shareholders without issuance of additional
shares or other securities, or through the private placement of restricted securities rather than
through a public offering.

The Company may also seek to compensate providers of services by issuances of stock in
lieu of cash.  For information as to the Company's policy in regard to payment for consulting
services, see "Certain Relationships and Transactions."

ITEM 7.   FINANCIAL STATEMENTS.

See following pages.

SUNBURST ACQUISITIONS V, INC.

(A Development Stage Company)

|Report of Independent Public Accountants | 
|---------------------------------------- | 
|Balance Sheet                            | 
|Statements of Operations                 | 
|Statements of Stockholders' Equity       | 
|Statements of Cash Flows                 | 
|Notes to Financial Statements            | 



**REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS**



The Board of Directors and Stockholders of Sunburst Acquisitions V, Inc.



We have audited the accompanying balance sheet of Sunburst Acquisitions V, Inc. (a
development stage company) as of April 30, 2001, and the related statements of operations,
stockholders' equity, and cash flows for each of the years ended April 30, 2001 and 2000, and for
the period from inception (April 30, 1998) to April 30, 2001. 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 audits.



We conducted our audits in accordance with auditing standards generally accepted in the United
States of America.  Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement.
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 audits provide 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 Sunburst Acquisitions V, Inc. as of April 30, 2001, and the results of its
operations and cash flows for each of the years ended April 30, 2001 and 2000, and for the period
from inception (April 30, 1998) to April 30, 2001 in conformity with accounting principles
generally accepted in the United States of America.





Denver, Colorado

July 20, 2001

Comiskey & Co.

**PROFESSIONAL CORPORATION**



**Sunburst Acquisitions V, INC.**

**(A Development Stage Company)**

**BALANCE SHEET**

**April 30, 2001**

|                             | **ASSETS**                                       |                                                          |              
|---------------------------- | ------------------------------------------------ | -------------------------------------------------------- | -------------
|                             |                                                  |                                                          |              
|CURRENT ASSETS**             |                                                  |                                                         
|                             | Cash and cash equivalents                        |                                                          | $       2,768
|                             |                                                  |                                                          |              
|                             |                                                  | ****Total current assets                                 | ****         
|                             |                                                  |                                                          |              
|                             |                                                  | ************TOTAL ASSETS                                 | ****         
|                             |                                                  |                                                          |              
|                             | **LIABILITIES AND STOCKHOLDERS' EQUITY**         |                                                          |              
|                             |                                                  |                                                          |              
|CURRENT LIABILITIES**        |                                                  |                                                         
|                             | Accounts payable                                 |                                                          | $       3,089
|                             |                                                  |                                                          |              
|                             |                                                  | ****Total current liabilities                            | ****         
|                             |                                                  |                                                          |              
|***STOCKHOLDERS' EQUITY***** |                                                  |                                                         
|                             | Preferred stock, no par value; 20,000,000 shares |                                                         
|                             |                                                  | authorized; no shares issued and outstanding             | -            
|                             | Common stock, no par value; 100,000,000          |                                                          |              
|                             |                                                  | shares authorized; 2,135,000 shares issued and           |              
|                             |                                                  | outstanding                                              |              
|                             | Additional paid-in capital                       |                                                          | 7,700        
|                             | Deficit accumulated during the development       |                                                          |              
|                             |                                                  | stage                                                    |              
|                             |                                                  |                                                          |              
|                             |                                                  |                                                          |              
|                             |                                                  |                                                          |              
|                             |                                                  | ****TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $       2,768

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

**Sunburst Acquisitions V, INC.**

**(A Development Stage Company)**

**STATEMENTS OF OPERATIONS**



|                            |                              |                            |                            | For the period             | ****                   |         
|--------------------------- | ---------------------------- | -------------------------- | -------------------------- | -------------------------- | ---------------------- | --------
|                            |                              |                            |                            | ********from inception     | ****                   |         
|                            |                              |                            |                            | ********(April 30, 1998)   | **For the year
ended** | ****    
|                            |                              |                            |                            | ****to April 30,           | **April 30,**          | ****    
|                            |                              |                            |                            | ****2001                   | **2001**               | **2000**
|****                        |                              |                            |                            |                            |                        |         
|REVENUES                    |                              | $                        - | $                        - | $                        -
|                            |                              |                            |                            |                            |                        |         
|EXPENSES                    |                              |                            |                            |                           
|                            | ****Amortization             |                            | 300                        | -                          | 240                   
|                            | Bank fees                    |                            | 34                         | 13                         | 21                    
|                            | Consulting fees              |                            | 1,935                      | -                          | -                     
|                            | General office               |                            | 644                        | 252                        | 93                    
|                            | Legal fees                   |                            | 6,038                      | 1,554                      | 922                   
|                            | Professional fees            |                            | 7,485                      | 2,729                      | 2,466                 
|                            | Rent                         |                            | 1,800                      | 600                        | 600                   
|                            | Transfer agent               |                            | 1,720                      | 150                        | 920                   
|                            |                              |                            |                            |                            |                        |         
|                            |                              | Total expenses             |                            | 19,956                     | 5,298                  | 5,262   
|                            |                              |                            |                            |                            |                        |         
|NET LOSS                    |                              | (19,956)                   | (5,298)                    | (5,262)                   
|                            |                              |                            |                            |                            |                        |         
|Accumulated deficit         |                              |                            |                            |                           
|                            |                              |                            |                            |                            |                        |         
|                            | Balance, beginning of period |                            | -                          | (14,658)                   | (9,396)               
|                            |                              |                            |                            |                            |                        |         
|                            | Balance, end of period       |                            | $          (19,956)        | $             (19,956)     | $             (14,658)
|                            |                              |                            |                            |                            |                        |         
|NET LOSS PER SHARE          |                              | $              (NIL)       | $                (NIL)     | $                (NIL)    
|                            |                              |                            |                            |                            |                        |         
|WEIGHTED AVERAGE NUMBER OF  |                              |                            |                            |                           
|**SHARES OF COMMON STOCK**  |                              |                            |                            |                           
|**AND COMMON STOCK**        |                              |                            |                            |                           
|**EQUIVALENTS OUTSTANDING** |                              | 2,135,000                  | 2,135,000                  | 2,135,000                 

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

**Sunburst Acquisitions V, INC.**

**(A Development Stage Company)**

**STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)**

**For the period from inception (April 30, 1998) to April 30, 2001**

|                                     |                              |                  |                         |                  |                       |                       |                       | ****Deficit         | ****                 
|------------------------------------ | ---------------------------- | ---------------- | ----------------------- | ---------------- | --------------------- | --------------------- | --------------------- | ------------------- | ---------------------
|                                     |                              |                  |                         |                  |                       |                       |                       | ********accumulated | ****                 
|                                     |                              |                  | ********Preferred stock | **Common stock** | **Additional**        | **during the**        | **Total******        
|****                                 |                              |                  | **Number of**           | ****             | **Number of**         | ****                  | **paid-in**           | **development**     | **stockholders'******
|****                                 |                              |                  | **shares**              | **Amount**       | **shares**            | **Amount**            | **capital**           | **stage**           | **equity******       
|****Preferred stock issued for cash, |                              |                  |                         |                  |                       |                       |                      
|                                     | April 1998, $0.10 per share  | 100,000          | $         10,000        | -                | $                   - | $                   - | $                   - | $         10,000   
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Common stock issued for services     |                              |                  |                         |                  |                       |                       |                      
|                                     | April 1998, $0.001 per share | -                | -                       | 1,935,000        | 1,935                 | -                     | -                     | 1,935              
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Net loss, April 30, 1998             | -                            | -                | -                       | -                | -                     | (1,935)               | (1,935)              
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Balance, April 30, 1998              | 100,000                      | 10,000           | 1,935,000               | 1,935            | -                     | (1,935)               | 10,000               
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Rent at no charge                    |                              | -                | -                       | -                | -                     | 600                   | -                     | 600                
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Net loss, April 30, 1999             | -                            | -                | -                       | -                | -                     | (7,461)               | (7,461)              
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Balance, April 30, 1999              | 100,000                      | 10,000           | 1,935,000               | 1,935            | 600                   | (9,396)               | 3,139                
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Rent at no charge                    |                              | -                | -                       | -                | -                     | 600                   | -                     | 600                
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Contribution by stockholder          | -                            | -                | -                       | -                | 3,400                 | -                     | 3,400                
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Conversion of preferred stock        | (100,000)                    | (10,000)         | 200,000                 | 10,000           | -                     | -                     | -                    
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Net loss, April 30, 2000             | -                            | -                | -                       | -                | -                     | (5,262)               | (5,262)              
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Balance, April 30, 2000              | -                            | -                | 2,135,000               | 11,935           | 4,600                 | (14,658)              | 1,877                
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Rent at no charge                    |                              | -                | -                       | -                | -                     | 600                   | -                     | 600                
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Contribution by stockholder          | -                            | -                | -                       | -                | 2,500                 | -                     | 2,500                
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Net loss, April 30, 2001             | -                            | -                | -                       | -                | -                     | (5,298)               | (5,298)              
|                                     |                              |                  |                         |                  |                       |                       |                       |                     |                      
|Balance, April 30, 2001              | -                            | $              - | 2,135,000               | $     11,935     | $       7,700         | $    (19,956)         | $         (321)      

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

**Sunburst Acquisitions V, INC.**

**(A Development Stage Company)**

**STATEMENTS OF CASH FLOWS**

|                                         |                                  |                                         |                                          | For the period                   | ****  |                        |      |         
|---------------------------------------- | -------------------------------- | --------------------------------------- | ---------------------------------------- | -------------------------------- | ----- | ---------------------- | ---- | --------
|                                         |                                  |                                         |                                          | from inception                   | ****  |                        |      |         
|                                         |                                  |                                         |                                          | **************(April 30, 1998)** | ****  | **For the year ended**
|****                                     |                                  |                                         |                                          | **to April 30,**                 | ****  | **April 30,**         
|****                                     |                                  |                                         |                                          | 2001                             | ****  | **2001**               | **** | **2000**
|**CASH FLOWS FROM OPERATING ACTIVITIES** |                                  |                                         |                                          |                                  |      
|Net loss                                 |                                  | $         (19,956)                      |                                          | $       (5,298)                  |       | $        (5,262)      
|Adjustments to reconcile                 |                                  |                                         |                                          |                                  |      
|                                         | net loss to net cash flows from  |                                         |                                          |                                  |       |                       
|                                         | operating activities:            |                                         |                                          |                                  |       |                       
|                                         |                                  | Amortization                            | 300                                      |                                  | -     |                        | 240 
|                                         |                                  | Rent expense                            | 1,800                                    |                                  | 600   |                        | 600 
|                                         |                                  | Stock issued for consulting fees        | 1,935                                    |                                  | -     |                        | -   
|                                         |                                  | Decrease (increase) in prepaid expenses | -                                        |                                  | -     |                        | 13  
|                                         |                                  | Increase (decrease)in accounts payable  | 3,089                                    |                                  | 3,083 |                        | (44)
|                                         |                                  |                                         |                                          |                                  |       |                        |      |         
|                                         |                                  |                                         | Net cash flows from operating activities | (12,832)                         |       | (1,615)                |      | (4,453) 
|                                         |                                  |                                         |                                          |                                  |       |                        |      |         
|CASH FLOWS FROM INVESTING ACTIVITIES     |                                  |                                         |                                          |                                  |      
|                                         | Increase in organization costs   | (300)                                   |                                          | -                                |       | -                     
|                                         |                                  |                                         |                                          |                                  |       |                        |      |         
|                                         |                                  |                                         | Net cash flows from investing activities | (300)                            |       | -                      |      | -       
|                                         |                                  |                                         |                                          |                                  |       |                        |      |         
|CASH FLOWS FROM FINANCING ACTIVITIES     |                                  |                                         |                                          |                                  |      
|                                         | **** Issuance of preferred stock | 10,000                                  |                                          | -                                |       | -                     
|                                         | Cash contributed by shareholder  | 5,900                                   |                                          | 2,500                            |       | 3,400                 
|                                         |                                  |                                         |                                          |                                  |       |                        |      |         
|                                         |                                  |                                         | Net cash flows from financing activities | 15,900                           |       | 2,500                  |      | 3,400   
|                                         |                                  |                                         |                                          |                                  |       |                        |      |         
|NET INCREASE (DECREASE) IN CASH          |                                  |                                         |                                          |                                  |      
|                                         | AND CASH EQUIVALENTS             | 2,768                                   |                                          | 885                              |       | (1,053)               
|                                         |                                  |                                         |                                          |                                  |       |                        |      |         
|********CASH AND CASH EQUIVALENTS,       |                                  |                                         |                                          |                                  |      
|                                         | **** BEGINNING OF PERIOD         | -                                       |                                          | 1,883                            |       | 2,936                 
|                                         |                                  |                                         |                                          |                                  |       |                        |      |         
|********CASH AND CASH EQUIVALENTS,       |                                  |                                         |                                          |                                  |      
|                                         | ****END OF PERIOD                | $            2,768                      |                                          | $        2,768                   |       | $          1,883      

****The accompanying notes are an integral part of the financial statements.

**Sunburst Acquisitions V, Inc.**

******(A Development Stage Company)**

******NOTES TO FINANCIAL STATEMENTS**

**April 30, 2001**

- **Summary of Significant Accounting Policies**

******Development Stage Company**

Sunburst Acquisitions V, Inc. (a development stage company) (the "Company") was incorporated
under the laws of the State of Colorado on April 30, 1998.  The principal office of the
corporation is 4807 South Zang Way, Morrison, Colorado 80465.

The Company is a new enterprise in the development stage as defined by Statement No. 7 of the
Financial Accounting Standards Board.  It has no full-time employees and owns no real property.
The Company operates as a capital market access corporation after registering with the U.S.
Securities and Exchange Commission under the Securities Exchange Act of 1934.  The Company
seeks to acquire, through merger or acquisition, one or more businesses which have existing
management.  Management of the Company will have virtually unlimited discretion in
determining the business activities in which the Company might engage.

**Accounting Method**

The Company records income and expenses on the accrual method.

**Loss per Share**

Loss per share was computed using the weighted average number of shares of common stock and
common stock equivalents outstanding during the period.

**Organization Costs**

Costs to incorporate the Company were originally capitalized to be amortized over a sixty-month
period but have been written off pursuant to SOP 98-5.

**Financial Instruments**

Unless otherwise indicated, the fair value of all reported assets and liabilities which represent
financial instruments (none of which are held for trading purposes) approximate the carrying
values of such amounts.

**Statement of Cash Flows**

For purposes of the statement of cash flows, the Company considers all highly liquid debt
instruments purchased with an original maturity of three months or less to be cash equivalents.

**Use of Estimates**

The preparation of the Company's financial statements in conformity with generally accepted
accounting principles requires the Company's management to make estimates and assumptions
that effect the amounts reported in these financial statements and accompanying notes.  Actual
results could differ from those estimates.

- Stockholders' Equity

**As of April 30, 2001, 2,135,000 shares of the Company's no par value common stock were
issued and outstanding.  Of these, 1,935,000 had been issued for consulting services provided.
The services were converted to shares at $0.001 per share.  The remaining 200,000 shares were
from the conversion of 100,000 shares of Series A preferred stock.**

Prior to April 26, 2000, 100,000 shares of the Company's no par value Series A preferred stock
had been issued at $0.10 per share.

On April 26, 2000, the holders of the Company's preferred stock agreed to convert all 100,000
preferred shares to common shares.  Each preferred share was converted to two common shares.

The board of directors shall have the authority to authorize additional Series of preferred shares
whose terms may differ from those of previous Series.  The effective of these terms may be
dilutive on the Company's common stock.

- **Related Party Transactions**

As of the date hereof, Jay Lutsky is the sole officer and director of the Company, and owns
843,000 shares of common stock, constituting approximately 39% of the Company's issued and
outstanding shares.  He is providing office space at no charge to the Company.  For purposes of
the financial statements, the Company is accruing $50 per month as additional paid-in capital for
this use.

The Company's Secretary/Treasurer resigned as an officer and director as of September 1, 2000.

**4.	Income Taxes**

The Company has Federal net operating loss carryforwards of approximately $20,000 expiring
during the years 2018 and 2021.  The tax benefit of these net operating losses is approximately
$3,800 and has been offset by a full allowance for realization.  The carryforwards may be limited
upon the consummation of a business combination under IRC Section 381.  For the year ended
April 30, 2001, the valuation allowance increased by approximately $800.

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

The Company has had no change in, or disagreements with, its principal independent
accountant since the date of inception.

Part III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The sole director and executive officer currently serving the Company is as follows:

|Name       | Age | Positions Held and Tenure                  
|---------- | --- | -------------------------------------------
|Jay Lutsky | 56  | President, and a Director since April, 1998



The director named above will serve until the next annual meeting of the Company's
stockholders.  Thereafter, directors will be elected for one-year terms at the annual stockholders'
meeting.  Officers will hold their positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated.  There is no
arrangement or understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected as a director or
officer.

The directors and officers will devote their time to the Company's affairs on an "as
needed" basis, which, depending on the circumstances, could amount to as little as two hours per
month, or more than forty hours per month, but more than likely will fall within the range of five
to ten hours per month.

Biographical Information

JAY LUTSKY

Mr. Lutsky has served as President, and as a Director of the Company since its inception.
From 1968 to 1974, Mr. Lutsky was employed at United Bank of Denver in various management
positions, including Guaranteed Check Manager, Corporate Programs Manager and Executive
Lending Officer.  From April 1974 through April 1980, Mr. Lutsky was involved in the
publishing and ski promotions business, serving as President of Mountain States Ski Association,
a company he helped to start.  From August 1983 through September 1985, Mr. Lutsky worked
in the positions of General Manager of the SumFun Program, Regional marketing Manager, and
Investor Relations Manager for Gold C Enterprises, Inc., a publicly-traded Colorado corporation
that published discount coupon books.  Since May of 1980, Mr. Lutsky has done business as
Dolphin & Associates, a private consulting firm and he has managed his personal investment
portfolio.

Mr. Lutsky has served on the board and been president of several public companies.
From December 1986 through May, 1990, Mr. Lutsky served as president of Eagle Venture
Acquisitions, Inc. ("Eagle").  Eagle merged with Network Financial Services, Inc. ("Network")
in May 1990.  Mr. Lutsky continued on the board of Network which traded on the NASDAQ
system until December, 1993.  Mr. Lutsky was a vice-president and served on the board of
Starlight Acquisitions, Inc. ("Starlight"), a blank check offering.  Starlight merged with Toucan
Gold Corporation ("Toucan"), TUGO-Bulletin Board, on May 10, 1996.  Mr. Lutsky now serves
as an advisor to the current board of directors of Toucan.  Until November, 1997, Mr. Lutsky was
an officer and served on the board of directors of Gatwick, Ltd., a Regulation A public company.
In November, 1997, Gatwick, Ltd., changed its name to AIM Smart Corporation and completed a
share acquisition transaction with Smart AIM Corporation, a Michigan corporation.  Mr. Lutsky
also  currently serves on the board of directors of Sunburst Acquisitions VI, Inc., Sunburst
Acquisitions VII, Inc. and Sunburst Acquisitions VIII, Inc., all of which are blind pool or blank
check companies he has formed in conjunction with Mr. Quinn.

He earned a Bachelor of Science degree from Kent State University in 1967.

Compliance With Section 16(a) of the Exchange Act.

Jay Lutsky filed an Initial Statement of Beneficial Ownership of Securities on Form 3.
He has also filed Form 5 for the fiscal year ending April 30, 2001.

ITEM 10.  EXECUTIVE COMPENSATION.

No officer or director received any remuneration from the Company during the fiscal
year.  Until the Company acquires additional capital, it is not intended that any officer or director
will receive compensation from the Company other than reimbursement for out-of-pocket
expenses incurred on behalf of the Company.  See "Certain Relationships and Related
Transactions."  The Company has no stock option, retirement, pension, or profit-sharing
programs for the benefit of directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth, as of the end of the Company's most recent fiscal year, the
number of shares of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5.0% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers and directors as a group.

|Name and Address                                              | Number of Shares Owned
Beneficially | Percent of Class Owned
|------------------------------------------------------------- | ----------------------------------- | ----------------------
|Jay Lutsky (1)4807 S. Zang Way

Morrison, CO  80465           | 843,000 (2)                         | 39.48%                
|Michael R. Quinn

2082 Cherry Street

Denver, Colorado  80207 | 841,000 (2)                         | 39.39%                
|All directors and executive

officers (1 person)              | 843,000                             | 39.48%                



(1)  The person listed is an officer, a director, or both, of the Company.

(2)   Includes 35,000 shares of common stock issuable upon conversion of Series A Preferred
Stock.  Each share of Series A Preferred Stock is convertible into two shares of common stock at
any time on or after November 1, 1998.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

As permitted by Colorado law, the Company's Articles of  Incorporation provide that the
Company will indemnify its directors and officers against expenses and liabilities they incur to
defend, settle, or satisfy any civil or criminal action brought against them on account of their
being or having been Company directors or officers unless, in any such action, they are adjudged
to have acted with gross negligence or willful misconduct.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

Pursuant to the Colorado Corporation Code, the Company's Articles of Incorporation
exclude personal liability for its directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of
law, acts in violation of Section 7-5-114 of the Colorado Corporation Code, or any transaction
from which a director receives an improper personal benefit.  This exclusion of liability does not
limit any right which a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.

Conflicts of Interest

None of the officers of the Company will devote more than a portion of his time to the
affairs of the Company.  There will be occasions when the time requirements of the Company's
business conflict with the demands of the officers' other business and investment activities.
Such conflicts may require that the Company attempt to employ additional personnel.  There is
no assurance that the services of such persons will be available or that they can be obtained upon
terms favorable to the Company.

Each of the Company's officers and directors also are officers, directors, or both of
several other Colorado based development-stage corporation in the same business as the
Company.  These companies may be in direct competition with the Company for available
opportunities.

However, as of the end of the Company's fiscal year, each of these entities had
substantially the same shareholders as the Company, which means that there was no actual
conflict of interest between the Company and these other entities as of that time.

Company management, and the other principal shareholders of the Company, intend to
actively negotiate or otherwise consent to the purchase of a portion of their common stock as a
condition to, or in connection with, a proposed merger or acquisition transaction.   Members of
management acquired their shares for services rendered at a price of $0.001 per share, and the
total purchase price for all presently issued and outstanding shares (including both common stock
and Series A Convertible Preferred Stock) was $11,935, of which $10,000 was paid in cash and
$1,935 was paid in the form of performance of services.  It is anticipated that a substantial
premium may be paid by the purchaser in conjunction with any sale of shares by officers,
directors or affiliates of the Company which is made as a condition to, or in connection with, a
proposed merger or acquisition transaction.  The fact that a substantial premium may be paid to
Company officers, directors and affiliates to acquire their shares creates a conflict of interest for
them and may compromise their state law fiduciary duties to the Company's other shareholders.
In making any such sale, Company officers, directors and affiliates may consider their own
personal pecuniary benefit rather than the best interests of the Company and the Company's other
shareholders, and the other shareholders are not expected to be afforded the opportunity to
approve or consent to any particular buy-out transaction involving shares held by members of
Company management.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The Exhibits listed below are filed as part of this Annual Report.

|Exhibit No. | Document
|----------- | --------

3.1	Articles of Incorporation (incorporated by reference from Registration Statement on Form
10-SB/A filed with the Securities and Exchange Commission on April 30, 1998).

3.2	Bylaws (incorporated by reference from Registration Statement on Form 10-SB/A filed
with the Securities and Exchange Commission on April 30, 1998).

4.1	Specimen Common Stock Certificate (incorporated by reference from Registration
Statement on Form 10-SB/A filed with the Securities and Exchange Commission on
April 30, 1998).

4.2	Specimen Class A Convertible Preferred Stock Certificate (incorporated by reference
from Registration Statement on Form 10-SB/A filed with the Securities and Exchange
Commission on April 30, 1998).

(b)  No reports on Form 8-K were filed by the Company during the last quarter of its
fiscal year ending April 30, 2001.

**SIGNATURES**

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

**SUNBURST ACQUISITIONS V, INC.**

By: /S/ JAY LUTSKY

Jay Lutsky  (Principal Executive Officer and Director)

Date: August 13, 2001