SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





Form
10-Q








þQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
the quarterly period ended March 31, 2009





o TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
the transition period from ________to _________





Commission
File Number 001-16173




Sunrise
Solar Corporation




(Exact
name of small business issuer as specified in its charter)





Nevada
            88-0460457(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)11815
      IH 10 West, Suite 110San
      Antonio, Texas
            78230(Address
      of principal
              executive
      offices)
            (Zip
      Code)Registrant's
      telephone number, including area code:  (210)
      881-0850









Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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 þ  No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:





Large
      accelerated filer
              o
              
              Accelerated
      filer
              oNon-accelerated
      filer
              o
              
              Smaller
      reporting company
              þ




There
were 13,633,744 shares of the registrant’s common stock issued and outstanding
as of May 13, 2009.





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o  No þ













IMPORTANT
INFORMATION REGARDING THIS FORM 10-Q





Unless
otherwise indicated, references to “we,” “us,” and “our” in this Quarterly
Report on Form 10-Q refer to Sunrise Solar Corporation.





Readers
should consider the following information as they review this Quarterly
Report:





Forward-Looking
Statements





The
statements contained or incorporated by reference in this Quarterly Report on
Form 10-Q that are not historical facts are “forward-looking statements” (as
such term is defined in the Private Securities Litigation Reform Act of 1995),
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  All statements other than statements of historical fact are,
or may be deemed to be, forward-looking statements.  Forward-looking
statements include any statement that may project, indicate or imply future
results, events, performance or achievements.  The forward-looking
statements contained herein are based on current expectations that involve a
number of risks and uncertainties. These statements can be identified by the use
of forward-looking terminology such as “believes,” “expect,” “may,” “will,”
“should,” “intend,” “plan,” “could,” “estimate” or “anticipate” or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties.





Given the
risks and uncertainties relating to forward-looking statements, investors should
not place undue reliance on such statements.  Forward-looking
statements included in this Quarterly Report on Form 10-Q speak only as of the
date of this Quarterly Report on Form 10-Q and are not guarantees of future
performance.  Although we believe that the expectations reflected in
the forward-looking statements are reasonable, such expectations may prove to
have been incorrect.  All subsequent written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements.





Subsequent
Events





All
statements contained in this Quarterly Report on Form 10-Q, including the
forward-looking statements discussed above, are made as of May 14, 2009, unless
those statements are expressly made as of another date.  We disclaim
any responsibility for the accuracy of any information contained in this
Quarterly Report on Form 10-Q to the extent such information is affected or
impacted by events, circumstances or developments occurring after May 14, 2009
or by the passage of time after such date.  Except to the extent
required by applicable securities laws, we expressly disclaim any obligation or
undertakings to release publicly any updates or revisions to any statement or
information contained in this Quarterly Report on Form 10-Q, including the
forward-looking statements discussed above, to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement or information is based.








SUNRISE
SOLAR CORPORATION




(A
DEVELOPMENT STAGE ENTERPRISE)


CONTENTS








PART
      I – FINANCIAL INFORMATIONITEM
      1 – UNAUDITED FINANCIAL STATEMENTS(Unaudited)
      Balance Sheets as of March 31, 2009,
                                F-1
      – F-2and
      December 31, 2008(Unaudited)
      Statements of Operationsfor
      the three months ended March 31, 2009 and 2008, andfrom
      Re-entering the Development Stage to March 31, 2009
                                F-3(Unaudited)
      Statements of Changes in Stockholders’ Deficitfor
      the three months ended March 31, 2009 andthe
      years ended December 31, 2008 and 2007
                                F-4(Unaudited)
      Statement of Cash Flowsfor
      the three months ended March 31, 2009 and 2008 , andfrom
      Re-entering the Development Stage to March 31, 2009
                                F-5NOTES
      TO FINANCIAL STATEMENTS (UNAUDITED)
                                6 –
      10ITEM
      2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                11
      – 14ITEM
      3 – QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISKS
                                15ITEM
      4T – CONTROLS AND PROCEDURES
                                15-16PART
      2 – OTHER INFORMATIONITEM
      1 – LEGAL PROCEEDINGS
                                17-18ITEM
      6 – EXHIBITS AND REPORTS ON FORM 8K
                                18





SUNRISE
SOLAR CORPORATION
 
 (A
DEVELOPMENT STAGE ENTERPRISE)
 BALANCE
SHEET (UNAUDITED)
 
 March
      31, 2009
                              
                              
                              December
      31, 2008ASSETSCURRENT ASSETSCash
                              
                              $
                              50,137
                              
                              
                              $
                              -TOTAL
      ASSETS
                              
                              $
                              50,137
                              
                              
                              $
                              -
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-1
 
 SUNRISE SOLAR CORPORATION
 
 (A
DEVELOPMENT STAGE ENTERPRISE)
 BALANCE
SHEET (UNAUDITED)
 
 March
      31, 2009
                                          
                                          
                                          December
      31, 2008LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIESBank
      Overdraft
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          5,456Accounts
      Payable
                                          
                                          
                                          4,894
                                          
                                          
                                          
                                          3,506Deferred
      Liability
                                          
                                          
                                          70,000
                                          
                                          
                                          
                                          70,000Litigation
      Settlement Liability
                                          
                                          
                                          307,500
                                          
                                          
                                          
                                          307,500Notes
      Payable and Accrued Interest
                                          
                                          
                                          464,975
                                          
                                          
                                          
                                          450,125Related
      Party Advances
                                          
                                          
                                          192,750
                                          
                                          
                                          
                                          86,450Other
      Current Liabilities
                                          
                                          
                                          38,086
                                          
                                          
                                          
                                          38,086Total
      Current Liabilities
                                          
                                          
                                          1,078,205
                                          
                                          
                                          
                                          961,123TOTAL LIABILITIES
                                          
                                          
                                          1,078,205
                                          
                                          
                                          
                                          961,123COMMITMENTS
      AND CONTINGENCIES
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -STOCKHOLDERS'  DEFICITPreferred
      Stock, $.0001 par value, 5 million shares   authorized; no
      shares issued and outstanding
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Common
      Stock, $.0001 par value, 100 million shares authorized; 11,812,744 and
      6,282,077 shares issued and outstanding, respectively
                                          
                                          
                                          1,181
                                          
                                          
                                          
                                          628Additional
      Paid-in Capital
                                          
                                          
                                          29,509,247
                                          
                                          
                                          
                                          26,677,290Accumulated
      Deficit from Prior Operations
                                          
                                          
                                          (26,663,674
                                          )
                                          
                                          
                                          (26,663,674
                                          )Accumulated
      Deficit from the Development Stage
                                          
                                          
                                          (3,874,822
                                          )
                                          
                                          
                                          (975,367
                                          )TOTAL
      STOCKHOLDERS' DEFICIT
                                          
                                          
                                          (1,028,068
                                          )
                                          
                                          
                                          (961,123
                                          )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                          
                                          $
                                          50,137
                                          
                                          
                                          $
                                          -
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-2
 
 SUNRISE SOLAR CORPORATION
  (A
DEVELOPMENT STAGE ENTERPRISE)
 STATEMENT
OF OPERATION (UNAUDITED)
 
 Re-enteringDevelopment
      Stage,Three
      Months Ended
                                                    
                                                    
                                                    Three
      Months Ended
                                                    
                                                    
                                                    January
      15, 2008, toMarch
      31, 2009
                                                    
                                                    
                                                    March
      31, 2008
                                                    
                                                    
                                                    March
      31, 2009REVENUES
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -COST OF REVENUES
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -GROSS
      PROFIT
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -EXPENSESPayroll,
      contract labor and consultants
                                                    
                                                    
                                                    2,843,814
                                                    
                                                    
                                                    
                                                    395,147
                                                    
                                                    
                                                    
                                                    3,297,996Selling,
      general and administrative expenses
                                                    
                                                    
                                                    38,095
                                                    
                                                    
                                                    
                                                    11,813
                                                    
                                                    
                                                    
                                                    97,167OPERATING
      LOSS FROM CONTINUING OPERATIONS
                                                    
                                                    
                                                    (2,881,909
                                                    )
                                                    
                                                    
                                                    (406,960
                                                    )
                                                    
                                                    
                                                    (3,395,163
                                                    )Gain
      on disposal of assets
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    62,151
                                                    
                                                    
                                                    
                                                    (67,171
                                                    )Interest
      expense
                                                    
                                                    
                                                    (17,546
                                                    )
                                                    
                                                    
                                                    (32,229
                                                    )
                                                    
                                                    
                                                    (54,949
                                                    )NET
      LOSS FROM CONTINUING OPERATIONS
                                                    
                                                    
                                                    (2,899,455
                                                    )
                                                    
                                                    
                                                    (377,038
                                                    )
                                                    
                                                    
                                                    (3,517,283
                                                    )DISCONTINUED OPERATIONS (Note
      12)Loss
      from discontinued operations
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (163,459
                                                    )
                                                    
                                                    
                                                    (357,539
                                                    )NET
      LOSS
                                                    
                                                    $
                                                    (2,899,455
                                                    )
                                                    
                                                    $
                                                    (540,497
                                                    )
                                                    
                                                    $
                                                    (3,874,822
                                                    )NET LOSS PER SHARE:Common Stock:Basic
      and Diluted Net Loss Per Share
                                                    
                                                    $
                                                    (0.33
                                                    )
                                                    
                                                    $
                                                    (0.07
                                                    )Basic
      and Diluted Net Loss Per Share for Discontinued Operations
                                                    
                                                    $
                                                    (0.00
                                                    )
                                                    
                                                    $
                                                    (0.03
                                                    )Total
      Basic and Diluted Net Loss Per Share
                                                    
                                                    $
                                                    (0.33
                                                    )
                                                    
                                                    $
                                                    (0.09
                                                    )Denominator
      for Basic and Diluted Net Loss Per ShareWeighted
      Average Number of Common Shares Outstanding
                                                    
                                                    
                                                    8,910,000
                                                    
                                                    
                                                    
                                                    5,764,000
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-3
 
 SUNRISE SOLAR CORPORATION
 
 (A DEVELOPMENT STAGE ENTERPRISE)
 STATEMENT
OF CHANGES IN STOCKHOLDERS'  (UNAUDITED)
 
 Additional
                  
                  
                  Accumulated
      Defecit
                  
                  
                  TotalCommon
      Stock
                  
                  
                  Paid-In
                  
                  
                  Prior
                  
                  
                  Development
                  
                  
                  Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Operations
                  
                  
                  Stage
                  
                  
                  DeficitBALANCE
      —
      December 31, 2006
                  
                  
                  4,138,077
                  
                  
                  
                  414
                  
                  
                  
                  19,604,623
                  
                  
                  
                  (25,163,220
                  )
                  
                  
                  -
                  
                  
                  
                  (5,558,183
                  )Interest
      Imputed on Non-Interest Bearing Notes Payable
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  210,868
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  210,868Net
      loss
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (1,446,287
                  )
                  
                  
                  —
                  
                  
                  
                  (1,446,287
                  ).BALANCE
      — December 31, 2007
                  
                  
                  4,138,077
                  
                  
                  
                  414
                  
                  
                  
                  19,815,491
                  
                  
                  
                  (26,609,507
                  )
                  
                  
                  -
                  
                  
                  
                  (6,793,602
                  )Compensatory
      Element of Stock Issuance
                  
                  
                  500,000
                  
                  
                  
                  50
                  
                  
                  
                  99,950
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  100,000Stock
      Issued for Consulting Services
                  
                  
                  1,644,000
                  
                  
                  
                  164
                  
                  
                  
                  372,237
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  372,401Interest
      Imputed on Non-Interest Bearing Notes Payable
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  149,606
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  149,606Debt
      & Interest Forgiven by Related Parties
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  6,240,006
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  6,240,006Net
      loss
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (54,167
                  )
                  
                  
                  (975,367
                  )
                  
                  
                  (1,029,534
                  ).BALANCE
      — December 31, 2008
                  
                  
                  6,282,077
                  
                  
                  $
                  628
                  
                  
                  $
                  26,677,290
                  
                  
                  $
                  (26,663,674
                  )
                  
                  $
                  (975,367
                  )
                  
                  $
                  (961,123
                  )Stock
      Issued for Consulting Services
                  
                  
                  5,530,667
                  
                  
                  
                  553
                  
                  
                  
                  2,829,261
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  2,829,814Interest
      Imputed on Non-Interest Bearing Notes Payable
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  2,696
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  2,696Net
      loss
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (2,899,455
                  )
                  
                  
                  (2,899,455
                  ).BALANCE
      — March 31, 2009
                  
                  
                  11,812,744
                  
                  
                  $
                  1,181
                  
                  
                  $
                  29,509,247
                  
                  
                  $
                  (26,663,674
                  )
                  
                  $
                  (3,874,822
                  )
                  
                  $
                  (1,028,068
                  )
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-4
 
 SUNRISE SOLAR CORPORATION
 
 (A DEVELOPMENT STAGE ENTERPRISE)
 STATEMENT
OF CASH FLOWS (UNAUDITED)
 
 Re-enteringDevelopment
      Stage,Three
      Months Ended
                                                              
                                                              
                                                              Three
      Months Ended
                                                              
                                                              
                                                              January
      15, 2008, toMarch
      31, 2009
                                                              
                                                              
                                                              March
      31, 2008
                                                              
                                                              
                                                              March
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
                                                              
                                                              $
                                                              (2,899,455
                                                              )
                                                              
                                                              $
                                                              (540,497
                                                              )
                                                              
                                                              $
                                                              (3,874,822
                                                              )Loss
      from Discontinued Operations
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              163,459
                                                              
                                                              
                                                              
                                                              357,539Loss
      from Continuing Operations
                                                              
                                                              
                                                              (2,899,455
                                                              )
                                                              
                                                              
                                                              (377,038
                                                              )
                                                              
                                                              
                                                              (3,517,283
                                                              )Adjustments
      to reconcile net loss to netcash
      provided by (used in) operating activities:Gain
      on Disposal of Assets
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (62,151
                                                              )
                                                              
                                                              
                                                              -Issuance
      of Common Stock for Services
                                                              
                                                              
                                                              2,829,814
                                                              
                                                              
                                                              
                                                              400,000
                                                              
                                                              
                                                              
                                                              3,302,215Interest
      Imputed on Non-Interest Bearing Notes Payable
                                                              
                                                              
                                                              2,696
                                                              
                                                              
                                                              
                                                              58,431
                                                              
                                                              
                                                              
                                                              132,785Changes
      in operating assets and liabilities:Accounts
      Payable
                                                              
                                                              
                                                              (9,268
                                                              )
                                                              
                                                              
                                                              (16,796
                                                              )
                                                              
                                                              
                                                              (9,268
                                                              )Accrued
      Expenses
                                                              
                                                              
                                                              14,850
                                                              
                                                              
                                                              
                                                              (70,083
                                                              )
                                                              
                                                              
                                                              31,917Prepaid
      Expenses
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              11,310
                                                              
                                                              
                                                              
                                                              11,310NET CASH USED IN OPERATING ACTIVITIES
                                                              
                                                              
                                                              (61,363
                                                              )
                                                              
                                                              
                                                              (56,327
                                                              )
                                                              
                                                              
                                                              (48,324
                                                              )CASH
      FLOWS FROM INVESTING ACTIVITIESPrincipal
      Payments on Notes Receivable
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              8,125
                                                              
                                                              
                                                              
                                                              (976
                                                              )NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              8,125
                                                              
                                                              
                                                              
                                                              (976
                                                              )CASH
      FLOWS FROM FINANCING ACTIVITIESPrincipal
      Payments on Notes Payable
                                                              
                                                              
                                                              (10,000
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Note
      Proceeds from Stockholders
                                                              
                                                              
                                                              121,500
                                                              
                                                              
                                                              
                                                              39,730
                                                              
                                                              
                                                              
                                                              253,807NET CASH PROVIDED BY FINANCING ACTIVITIES
                                                              
                                                              
                                                              111,500
                                                              
                                                              
                                                              
                                                              39,730
                                                              
                                                              
                                                              
                                                              253,807DISCONTINUED
      OPERATIONSDiscontinued
      Operating Activities
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (3,335
                                                              )
                                                              
                                                              
                                                              (144,847
                                                              )NET CASH USED IN DISCONTINUED OPERATIONS
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (3,335
                                                              )
                                                              
                                                              
                                                              (144,847
                                                              )NET
      INCREASE (DECREASE) IN CASH
                                                              
                                                              
                                                              50,137
                                                              
                                                              
                                                              
                                                              (11,807
                                                              )
                                                              
                                                              
                                                              59,660CASH
      – Beginning
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              19,776
                                                              
                                                              
                                                              
                                                              (9,523
                                                              )CASH
      – Ending
                                                              
                                                              $
                                                              50,137
                                                              
                                                              
                                                              $
                                                              7,969
                                                              
                                                              
                                                              $
                                                              50,137SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCash
      paid for:Interest
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -Income
      Taxes
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -Non-cash
      investing and financing activities:Sale
      of ASPECT Business Segment for Note Receivable
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              65,000
                                                              
                                                              
                                                              $
                                                              65,000
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-5




SUNRISE
SOLAR CORPORATION


AND
SUBSIDIARIES


(A DEVELOPMENT STAGE
ENTERPRISE)


NOTES TO
UNAUDITED FINANCIAL STATEMENTS





NOTE 1 –
BASIS OF
PRESENTATION





The
accompanying unaudited interim financial statements of Sunrise Solar Corporation
(“SSC”) have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission ("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in SSC's financial statements
filed with the SEC on Form 10-K for the year ended December 31, 2008. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
2008 as reported in Form 10-K have been omitted.





NOTE 2 –
GOING
CONCERN





The
Company sustained a substantial loss of approximately $2,899,000 during the
three months ended March 31, 2009, and as of March 31, 2009, had a combined
accumulated deficit of approximately $30,538,000.





These
factors raise a substantial doubt about the Company’s ability to continue as a
going concern.  The accompanying financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.





The
Company does not have the resources at this time to repay its credit and debt
obligations, make any payments in the form of dividends to its shareholders or
fully implement its business plan. Without additional capital, the Company will
not be able to remain in business.





In
addition to operational expenses, as the Company executes its business plan, it
is incurring expenses related to complying with its public reporting
requirements.  In order to finance these expenditures, the Company has
raised capital in the form of debt which will have to be repaid, as discussed in
detail below.  The Company has depended on shareholder loans for much of
its operating capital.  The Company will need to raise capital in the next
twelve months in order to remain in business.


6





SUNRISE
SOLAR CORPORATION


AND
SUBSIDIARIES


(A DEVELOPMENT STAGE
ENTERPRISE)


NOTES TO
UNAUDITED FINANCIAL STATEMENTS





Management
anticipates that significant dilution will occur as the result of any future
sales of the Company’s common stock and this will reduce the value of its
outstanding shares. The Company cannot project the future level of dilution that
will be experienced by investors as a result of its future financings, but it
will significantly affect the value of its shares.





Management
has plans to address the Company’s financial situation as follows:





In the
near term, management plans to continue to focus on raising the funds necessary
to fully implement the Company’s business plan.  Management believes
that certain shareholders will continue to advance the capital required to meet
the Company’s financial obligations.  There is no assurance, however,
that these shareholders will continue to advance capital to the Company or that
the new business operations will be profitable.  The possibility of
failure in obtaining additional funding and the potential inability to achieve
profitability raise doubts about the Company’s ability to continue as a going
concern.





In the
long term, management believes that the Company’s previously announced projects
and initiatives will be successful and will provide significant profit to the
Company which will be used to finance the Company’s future
growth.  However, there can be no assurances that the Company’s
planned activities will be successful, or that the Company will ultimately
attain profitability.  The Company’s long term viability depends on its
ability to obtain adequate sources of debt or equity funding to meet current
commitments and fund the continuation of its business operations and the ability
of the Company to ultimately achieve adequate profitability and cash flows from
operations to sustain its operations.





NOTE 3
–ACCOUNTING
POLICIES





BASIC AND
DILUTED EARNINGS (LOSS) PER SHARE – Basic and diluted earnings (loss) per share
equals net loss divided by weighted average shares outstanding during the
period.  Diluted earnings (loss) per share includes the impact of
common stock equivalents using the treasury stock method when the effect is
dilutive.  There were no common stock equivalents at March 31,
2009.





DEVELOPMENT
STAGE ENTERPRISE-As a
result of the Company’s sale of SMS Envirofuels, Inc. and ASPECT, it’s only
revenue source, the Company is now considered a development stage enterprise
pursuant to FASB Statement number 7, which focuses on development stage
companies. Users of the financial statements should be familiar with this
statement and its effect on the financial statements.


7


SUNRISE
SOLAR CORPORATION


AND
SUBSIDIARIES


(A DEVELOPMENT STAGE
ENTERPRISE)


NOTES TO
UNAUDITED FINANCIAL STATEMENTS


NOTE 4 –
NOTES PAYABLE TO
OTHERS





On
February 3, 2006, SMS borrowed $500,000 from an independent lender. The security
pledged for this note is equipment recently purchased plus the deposit placed on
equipment currently being prepared for delivery in the future.  The
interest rate on the unpaid balance is 18%. The Company is in default on this
note. On February 8, 2007, an agreement to transfer deposit rights and partial
release of the promissory note was signed by the Company and the independent
note holder. In the agreement, the Company has transferred the rights to the
deposit placed by the Company on 4 pieces of equipment that were to be used by
its subsidiary SMSE, a value of $170,000, in exchange for a release and
discharge of $240,000 of the promissory note. In addition, the Company has the
right to further release of $15,000 for any future transfer to note holder of
the rights in the deposits of 2 additional pieces of equipment, a value of
$85,000.  At March 31, 2009, the deferred liability is $70,000 and the
principal balance on the note is $260,000 with interest accrued of
$204,975.  On August 20, 2008, the Company sold its SMSE subsidiary,
some of the assets of which were used to collateralize this promissory
note.  At this time the Company cannot accurately forecast the
ramifications of this default.





NOTE 5 –
ADVANCES FROM RELATED
PARTIES





As of
March 31, 2009 the Company had received net, non-interest bearing advances from
certain related parties totaling $192,750.  These advances are not
collateralized and are due on demand.





NOTE 6 –
EQUITY





2008 Equity Incentive
Plan


On
February 27, 2009, the Company filed a Form S-8 with the Securities and Exchange
Commission.  The purpose of the filing was to register up to 3 million
shares of the Company’s common stock to be issued to eligible persons under the
Company’s 2008 Equity Incentive Plan.





As of
March 31, 2009, the Company had issued 2,840,667 shares of its common stock to
eligible persons pursuant to the 2008 Equity Incentive plan valued at $1,565,214
based on the quoted market price of the Company’s common stock on the date of
issuance.





Share Issuances Outside the
Plan


Additionally,
as of March 31, 2009, the Company had issued 2,690,000 shares of its common
stock to several consultants valued at $1,264,600 based on the quoted market
price of the Company’s common stock on the date of issuance.


8





SUNRISE
SOLAR CORPORATION


AND
SUBSIDIARIES


(A DEVELOPMENT STAGE
ENTERPRISE)


NOTES TO
UNAUDITED FINANCIAL STATEMENTS





NOTE 7 –
INTERNAL REVENUE
SERVICE TAX LIEN





During
the second and third quarters of 2005, ASPECT, one of the Company’s former
subsidiaries, did not have the funds necessary to cover all the payroll taxes.
In January 2006, the Internal Revenue Service (“IRS”) placed a lien on ASPECT
assets. A third party accounting firm which represented ASPECT in the due
process hearing negotiated an installment plan to settle the outstanding
liability. Payments were tendered from this third party firm on behalf of the
Company’s largest shareholder and holder of a line of credit with
ASPECT.  The balance due at March 31, 2009 is $38,086.





NOTE 8 –
OPERATING RESULTS AND
SEGMENT INFORMATION





(Discontinued)
                                
                                
                                (Discontinued)Software
      Sales
                                
                                
                                Alternative&
      Programming
                                
                                
                                Fuels
                                
                                
                                All
      Other
                                
                                
                                Total3
      Months Ended March 31, 2009Revenues
      from operations
                                
                                $
                                —
                                
                                
                                $
                                —
                                
                                
                                $
                                —
                                
                                
                                $
                                —Net
      operating loss from operations
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (2,899455
                                )
                                
                                
                                (2,899,455
                                )Loss
      from discontinued operations
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —Assets
      held for sale
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —Capital
      Expenditures
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —Current
      Depreciation (included in gain on disposal)
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —3
      Months Ended March 31, 2008Revenues
      from operations
                                
                                $
                                14,634
                                
                                
                                $
                                —
                                
                                
                                $
                                —
                                
                                
                                $
                                14,634Net
      operating loss from operations
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (377,038
                                )
                                
                                
                                (377,038
                                )Loss
      from discontinued operations
                                
                                
                                (46,942
                                )
                                
                                
                                (116,517
                                )
                                
                                
                                —
                                
                                
                                
                                (163,459
                                )Assets
      held for sale
                                
                                
                                —
                                
                                
                                
                                574,619
                                
                                
                                
                                —
                                
                                
                                
                                574,619Capital
      Expenditures
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —Depreciation
                                
                                
                                2,819
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                2,819





The
Company reports its operations by segments, which for the Company, relates to
specific subsidiaries that are individually managed and have separate financial
results that are viewed by the Company’s chief operating
decision-maker.  Profit from operations is net sales less cost of
sales and selling, general and administrative expenses.  There are two
segments: Software sales and programming, and alternative fuels.  In
addition, the Company reports certain administrative activities under the
corporate segment labeled “All Other.”





As
previously discussed, the Company sold its SMSE business segment on August 20,
2008.  The results of SMSE are presented herein as discontinued
operations.


9


SUNRISE
SOLAR CORPORATION


AND
SUBSIDIARIES


(A DEVELOPMENT STAGE
ENTERPRISE)


NOTES TO
UNAUDITED FINANCIAL STATEMENTS





Also, as
previously discussed, the Company sold its ASPECT business segment on January
15, 2008.  The results of ASPECT are presented herein as discontinued
operations.





NOTE 9 –
RELATED PARTY
TRANSACTIONS





The
Company is located in office space which is sub-leased from a related
party.  This space is approximately 1,500 square feet, with an average
monthly rent of $2,300.





The
Company has an agreement with a related party for the advancement of funds as
needed by the Company.  As of March 31, 2009 the Company had received
net, non-interest bearing advances under this agreement totaling
$192,750.  These advances are not collateralized and are due on
demand.





NOTE 10 –
RECLASSIFICATION





Certain
accounts from prior periods have been reclassified to conform to current period
presentation.





NOTE 11 –
Subsequent
Events





Amendment to 2008 Equity
Incentive Plan


On April
15, 2009, the Company’s Board of Directors directed the Company to amend its
previously filed S-8 Registration Statement to authorize an additional 6 million
shares of the Company’s common stock for issuance under the 2008 Equity
Incentive Plan.





Subsequent
to March 31, 2009 and as of May 13, 2009, the Company had issued an additional
1,821,000 shares of its common stock to eligible persons pursuant to the 2008
Equity Incentive plan valued at $1,100,840 based on the quoted market price of
the Company’s common stock on the date of issuance.


10





ITEM
      2:
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





FORWARD LOOKING
STATEMENTS


This
document contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  Forward-looking statements may
be identified by words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "will" or words of similar meaning and
include, but are not limited to, statements about the expected future business
and financial performance of the Company.  Forward-looking statements are
based on management's current expectations and assumptions, which are inherently
subject to uncertainties, risks and changes in circumstances that are difficult
to predict.  Actual outcomes and results may differ materially from these
expectations and assumptions due to changes in global political, economic,
business, competitive, market, regulatory and other factors.  We undertake
no obligation to publicly update or review any forward-looking information,
whether as a result of new information, future developments or
otherwise.





The
following discussion and analysis should be read in connection with the
Company’s consolidated financial statements and related notes thereto, as
included in this report, as well as the Company’s Annual Report filed on form
10-K.





Overview





Sunrise
Solar Corporation intends to develop and commercialize leading edge solar power
technologies.  We will bring solar power products to the consumer
market primarily by utilizing our Internet presence.  We also intend
to distribute products to large public and commercial purchasers through
wholesale channels.





In our
early history, our revenue was derived principally from software services and
BioFuel production.  Both of these prior businesses are now considered
discontinued operations.  Currently, significant resources have been
used in the establishment of our corporate structure for finance, reporting, and
governance, and we would anticipate that such expenses will decrease, as a
percentage of revenue, as our business increases.





On May 5,
2008, we changed our name from Systems Management Solutions, Inc. to Sunrise
Solar Corporation, and effected a one-for-five reverse stock split. For purposes
of discussion and disclosure, we refer to the organization, both pre and post
name change as Sunrise Solar Corporation.


11





Management
is considering the impact of the following industry trends as they impact the
manufacturing of complete photovoltaic systems and planned business
model:





·
            Solar
      cell pricing trends around the world: Recently the key material in the
      production of solar cells (silicon) has been in limited supply.
      Consequently, prices and availability of solar modules have been limited.
      Solar cells are the major component cost in a photovoltaic module. The
      Company has responded by seeking long-term supply agreements for solar
      cells where pricing is adjusted quarterly to market rates. To date the
      Company has not entered into any long-term supply agreements for solar
      cells. Our intent is secure ample solar cell supply to meet our growth
      needs and to avoid the risk of long-term contract pricings with suppliers
      whose products are expected to see a decline in the average selling price.
      Industry experts believe that additional planned expansion of silicon
      processing factories coming on line over the next 18 months will
      produce enough raw materials to create an oversupply on projected demand.
      Failure to effectively manage our supply will hinder our expected growth
      and our component costs may have an adverse affect on the Company’s
      profitability; and





·
            Government
      subsidies: Federal and State subsidies relating directly to solar
      installations are an important factor in the planned growth of the solar
      industry. These subsidies are very important to growing the market for
      photovoltaic systems because they provide a significant economic incentive
      to all buyers. Without these incentives, industry growth would likely
      stall. These regulations are constantly being amended and will have a
      direct effect on our rollout of our planned franchise network among those
      states that offer superior incentives to the solar
    industry.





Three
Months Ended March 31, 2009 Compared to Three Months Ended March 31,
2008





Expenses.
Our expenses for continuing operations increased substantially, when comparing
2009 to 2008 for the three month period ending March 31.  The increase
is attributed mainly to costs related to the issuance of stock to our
consultants for the continued implementation of our solar business
model.  As of March 31, 2009, the Company had 2 full-time employees
and relied on contractors to meet its financial and regulatory reporting
requirements.





Results of
Operation





SSC
incurred a net loss of approximately $2,899,000 for the three months ended March
31, 2009, and had a working capital deficit of approximately $1,028,000 as of
March 31, 2009.  These conditions create an uncertainty as to SSC’s
ability to continue as a going concern.





Cash used
in continuing operations was approximately $61,000 for the three months ended
March 31, 2009.  The funds to cover these uses of cash were received
against the advance agreement the Company maintains with a related
party.





SSC
continues to rely on advances from third parties to fund operating shortfalls
and does not foresee a change in this situation in the immediate future. There
can be no assurance that SSC will continue to have such advances available. SSC
will not be able to continue operations without them.  SSC is pursuing
alternate sources of financing.


12





Critical Accounting
Policies


The
financial reports for the period contained one additional critical accounting
policy which was also an initial adoption of accounting policy that had a
material impact.  Below is a brief discussion of events that
materially affected our financial statements and the basis in which the
transactions were recorded.





DEVELOPMENT
STAGE ENTERPRISE-As a
result of the Company’s sale of ASPECT and SMSE, the Company is now considered a
development stage enterprise pursuant to FASB Statement 7, which focuses on
development stage companies. Users of the financial statements should be
familiar with this statement and its effect on the financial
statements.





Internal Revenue Service Tax
Lien


During
the second and third quarters of 2005, ASPECT, one of the Company’s former
subsidiaries, did not have the funds necessary to cover all the payroll taxes.
In January 2006, the Internal Revenue Service (“IRS”) placed a lien on ASPECT
assets. A third party accounting firm which represented ASPECT, in the due
process hearing, negotiated an installment plan to settle the outstanding
liability. Payments were tendered from this third party firm on behalf of the
Company’s largest shareholder and holder of a line of credit with ASPECT. The
balance due at March 31, 2009 is approximately $38,000.





Liquidity and Capital
Resources


Cash used
in operating activities was approximately $61,000 for the three months ended
March 31, 2009.  During the three months ended March 31, 2009, the
Company received advances under a finance agreement from a related party in the
amount of $121,500.





Risk
Factors


You
should consider the following discussion of risks as well as other information
regarding our common stock. The risks and uncertainties described below are not
the only ones. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may impair our business operations. If
any of the following risks actually occur, our business could be
harmed.





Competition


SSC’s
business strategy is to be a leading supplier of solar products and
technologies, both domestically and internationally.  SSC believes the
following to be the keys and risks to its success:  marketing of solar
technologies through aggressive promotional campaigns to both commercial and
consumer users, achieving economies of scale, research and development of solar
and other alternative energy technologies, and establishing a rapport with
distributors and installers interested in alternative energy
systems.  The alternative energy industry is relatively new, and a
suitable customer base is not currently adequately defined.  Given
that the customer base may be narrow, it is possible that other solar technology
providers may provide significant competition for these
markets.


13


Reliance on Key
Personnel


While
certain of SSC’s officers and employees have extensive experience in business
management, none of them have any prior experience in advising or managing an
enterprise such as SSC.





Sales
Channels


Sales
channels for the distribution of solar technologies historically have been
non-existent as solar systems have not been marketed on a state, regional or
national level until just recently.  There can be no assurance that
SSC will create distribution channels large enough and financially strong enough
to distribute its product at sufficient levels to attain
profitability.





Limited Operating History:
Operating Losses


Despite
factors that indicate an increasing acceptance and desire to use solar power
technologies in certain segments of the industry and government, SSC cannot be
assured of their continued demand.  While SSC believes that demand for
such alternative energy sources exists, SSC cannot assure that it will have
success in marketing its products to its customer groups.  The
inability of SSC to successfully market and sell its products to these customer
groups would have an adverse effect on SSC’s profitability.





Going
Concern


The
Company’s ability to continue as a going concern is an issue raised as a result
of the significant operating losses incurred during the three months ended March
31, 2009 and 2008 and its negative working capital. The Company continues to
experience net operating losses. The ability to continue as a going concern is
subject to the Company’s ability to obtain necessary funding from outside
sources, including obtaining additional funding from the sale of securities,
increasing sales or obtaining loans and grants from various financial
institutions where possible.





Additional
Financing


Additional
financing is required to continue operations. Although actively searching for
available capital, the Company does not have any current arrangements for
additional outside sources of financing and cannot provide any assurance that
such financing will be available.





Limited Trading
Market


Currently
only a very limited trading market exists for SSC common stock. The common stock
trades on the OTCBB under the symbol "SSLR." The OTCBB is a limited market and
subject to substantial restrictions and limitations in comparison to the NASDAQ
system. Any broker/dealer that makes a market in the Company stock or other
person that buys or sells the stock could have a significant influence over its
price at any given time. The Company cannot assure its shareholders that a
market for its stock will be sustained. There is no assurance that its shares
will have any greater liquidity than shares that do not trade on a public
market.


14


ITEM
      3:
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS





As a
smaller reporting company, we are not required to provide the information
required by this Item.





ITEM
      4T:
            CONTROLS
      AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures


We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)).  Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were not
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the required time periods and is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.





Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud.  A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
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.  Due to 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, have been detected. To
address the material weaknesses, we performed additional analysis and other
post-closing procedures in an effort to ensure our consolidated financial
statements included in this annual report have been prepared in accordance with
generally accepted accounting principles. Accordingly, management believes that
the financial statements included in this report fairly present in all material
respects our financial condition, results of operations and cash flows for the
periods presented.





Management’s Report on
Internal Control over Financial Reporting


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended.  Our management assessed the
effectiveness of our internal control over financial reporting as of December
31, 2008. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control-Integrated Framework.  A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis.  We have identified the
following material weaknesses;


15





1.
            As
      of December 31, 2008, we did not maintain effective controls over the
      control environment.  Specifically we have not developed and
      effectively communicated to our employees its accounting policies and
      procedures.  This has resulted in inconsistent
      practices.  Further, the Board of Directors does not currently
      have any independent members and no director qualifies as an audit
      committee financial expert as defined in Item 407(d)(5)(ii) of Regulation
      S-B.  Since these entity level programs have a pervasive effect
      across the organization, management has determined that these
      circumstances constitute e a material
weakness.





2.
            As
      of December 31, 2008, we did not maintain effective controls over
      financial statement disclosure. Specifically, controls were not designed
      and in place to ensure that all disclosures required were originally
      addressed in our financial statements.   Accordingly,
      management has determined that this control deficiency constitutes a
      material weakness.





Because
of these material weaknesses, management has concluded that the Company did not
maintain effective internal control over financial reporting as of December 31,
2008, based on the criteria established in "Internal Control-Integrated
Framework" issued by the COSO.





Change In Internal Control
Over Financial Reporting


There
were no changes in our internal control over financial reporting that occurred
during the three months ended March 31, 2009 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.


16





PART
II. OTHER INFORMATION





ITEM
      1:
            LEGAL
      PROCEEDINGS





Other
than as disclosed below, we know of no material, existing or pending legal
proceedings against our company, nor are we involved as a plaintiff in any
material proceeding or pending litigation.  There are no proceedings in
which any of our directors, officers or affiliates, or any registered or
beneficial shareholder, is an adverse party or has a material interest adverse
to our interest.





In early
2005, the landlord for the offices occupied by YCO Holdings, Inc. and its
subsidiaries filed suit in the 295th
District Court of Harris County, Texas Cause No. 2005-04423 captioned WKB Value
Partners, LP vs. Systems Management Solutions, Inc., alleging that the Company
was obligated on the lease even though no authorized officer of the Company had
signed the same.  This lawsuit was dismissed in February, 2006
pursuant to a Comprehensive Settlement Agreement which required the Company to
make payments to WKB Value Partners, LP in the amount of
$470,000.  The payment schedule called for $20,000 initial payment,
followed by monthly payments of $7,500 for 60 months.  The Company is
currently in default under the terms of the settlement agreement.  As
of March 31, 2009 the liability to WKB was approximately $307,500.





In
December of 2006, Cargill Incorporated (“Cargill”), a Delaware corporation,
filed suit in the Judicial District Court of Bexar County, Texas Cause No.
2006-CI-19096, against subsidiary SMS Envirofuels, Inc., and certain related and
unrelated companies and individuals, claiming non payment for amounts due
Cargill by SMSE.  The SMSE payable to Cargill as of October 5, 2006 is
$608,387, which included $528,387 for material received and $80,000 for the
hedge loss incurred by cancellation of the open physical
contracts.  On that same date, SMSE entered into an agreement to sell
certain assets located at its production plant in Poteet, Texas.  The
purchaser, Earth Biofuels, Inc. (“EBOF”), as part of the agreement, expressly
agreed to assume this debt to Cargill and provide additional working capital to
SMSE.  In return, SMSE signed a promissory note to EBOF for a line of
credit not to exceed $788,000. Cargill agreed to this arrangement with EBOF but
reserved the right to pursue any and all claims against SMSE upon failure of
EBOF to adhere to the terms outlined in the agreement between EBOF and
Cargill.  EBOF subsequently made partial payments totaling $250,000 to
Cargill, leaving a balance of $358,387.  As of this filing, the
purchase of the certain assets by EBOF has not occurred and there is not an
expectation that a sale will occur in the future.  Cargill was awarded
a declaratory judgment in its favor. In July of 2007, Cargill reached a payout
agreement with SMSE and certain related individuals. The balance, which includes
interest and legal fees, totaled $380,000. The agreement required one payment of
$75,000 due July 27, 2007 and monthly payments of $25,000 due the 1st of every
month until the balance is paid in full, beginning with September 1, 2007. If in
the event that SMSE or its certain related individual defaults on this
agreement, Cargill will file and execute its judgment as it was
awarded.  During 2007, SMSE and its affiliates made net payments of
$128,000 towards the Cargill obligation.  This liability was assumed
by the new owners of SMSE when it was sold on August 20, 2008.


17





On May
14,2008
the former CEO of the Company was served with a lawsuit, on behalf of the
Company, relating to an unpaid Promissory Note between the Company and a
shareholder.  Current management has received a copy of this lawsuit
and has begun discussions with the note holder’s representatives as to a
potential settlement and can therefore make no statement as to the potential
liability related thereto.





ITEM
      6:
            EXHIBITS
      AND REPORTS ON FORM 8-K





(a)
              Exhibits:Exhibit No.
              Description31.1
              Section
      302 Certification – Eddie Austin, Jr.32.1
              Section
      906 Certification – Eddie Austin,
Jr.





(b)
              Reports
      on Form 8-K:None.





SIGNATURES





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





Sunrise Solar CorporationBy:
                    /s/  Eddie
      Austin, Jr.Eddie
      Austin, Jr.Chairman
      & CEO(Principal
      Executive Officer and Principal Accounting
  Officer)





Date:  May
15, 2009


18