**FORM
10-KSB**
 
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 **[X]
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)**
 **OF
THE SECURITIES EXCHANGE ACT OF 1934**
 For the
fiscal year ended January 31, 2005
 
 
 Commission
File Number: 000-28767
  
 **Sun
Oil & Gas Corp.**
 (Formerly
Gaofeng Gold Corp.)
 
 
 Nevada 88-0403070
 (Jurisdiction
of Incorporation) (I.R.S.
Employer Identification No.)
 
 1177 West
Hastings Street, Suite 1750, Vancouver BC, Canada V6E 2K3
 (Address of principal
executive offices)      (Zip
Code)
 
 Registrant's
telephone number, including area code:  (604)
683-2220
 
 Securities
registered pursuant to Section 12(b) of the Act:  None
 
 Securities
registered pursuant to Section 12(g) of the Act:  Common
Shares at $0.001 per share
 
 Yes [X]
No [  ] (Indicate by check mark whether the Registrant (1) has filed all
report required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.)
 
 As of
1/31/05: the number of shares outstanding of the Registrant's Common Stock was
161,319,942
 
 [ 
 ] (Indicate by check mark whether if disclosure of delinquent filers (Sec.
229.405) is not and will not to the best of Registrant's knowledge be contained
herein, in definitive proxy or information statements incorporated herein by
reference or any amendment hereto.)
 
  
 ***Page
- 1***
 
 
 Introduction
 
 PART
I
 
 Item 1.
Description of Business
 (a)
Historical Information
 
 
 Item 2.
Description of Property
 
 Item 3.
Legal Proceedings
 
 Item 4.
Submission of Matters to a Vote of Security Holders
 
 PART
II
 
 Item 5.
Market for Common Equity and Stockholder Matters
 (a)
Description of Securities
 (b)
Market Information
 (c)
Holders
 (d)
Dividends
 (e) Sales
of Unregistered Common Stock
 
 Item 6.
Management's Discussion and Analysis or Plan of Operation
 (a) Plan
of Operation
 (c)
Discussion and Analysis of Financial Condition and Results of
Operations
 (d)
Reverse Acquisition Candidate
 
 Item 7.
Financial Statements
 
 Item 8. Changes In and Disagreements With Accountants
 on
Accounting and Financial Disclosure
 
 PART
III
 
 Item 9. Directors and Executive Officers, Promoters and Control
Persons;
 Compliance
with Section 16(a) of the Exchange Act
 
 Item 10.
Executive Compensation
 
 Item 11.
Security Ownership of Certain Beneficial Owners and Management
 (a)
Changes in Control
 
 Item 12.
Certain Relationships and Related Transactions
 
 Item 13.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K
 (a)
Financial Statements
 (b) Form
8-K Reports
 (c)
Exhibits
 
 Item 14. Professional Accountant Fees
and Services
 
  ***Page
- 2***
  **INTRODUCTION**
 
 Statements
made in this Form 10-KSB that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. The Company
intends that such forward-looking statements be subject to the safe harbors for
such statements. The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the date
made. Any forward-looking statements represent management's best judgment as to
what may occur in the future. However, forward-looking statements are subject to
risks, uncertainties and important factors beyond the control of the Company
that could cause actual results and events to differ materially from historical
results of operations and events and those presently anticipated or projected.
The Company disclaims any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statement
or to reflect the occurrence of anticipated or unanticipated
events.
 
 **Available
Information**
 
 Sun Oil
& Gas Corp. (“Sun Oil” or the “Company”) files annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange
Commission (the “Commission”). You may read and copy documents referred to in
this Annual Report on Form 10-KSB that have been filed with the Commission at
the Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.
You may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. You can also obtain copies of our
Commission filings by going to the Commission’s website at
http://www.sec.gov
 
 
 **PART I**
 
 
 **Item****1****.
Description of Business.**
 
 **(** **a** **)
Historical Information.** The
origin of this Corporation, ** Sun Oil
& Gas Corp., (formerly Gaofeng Gold Corp.) was incorporated in the State of
Nevada on August 20, 1998, for the purpose of establishing a computer aided
post-production editing service for various media businesses.
 
 (1)
      On October 15, 1998, we authorized our initial issuances: 60,420,000
      shares to seven founders pursuant to section 4(2) of the Securities Act of
      1933 at par value of $0.001.
 
 (2)
      Also on October 15, 1998, we offered a maximum of 300 units at $1,000.00
      per unit. Each unit consisted of 40,000 shares of common stock and 10
      warrants to purchase up to an additional 40,000 shares of common stock for
      $0.075 within eighteen months of the offering date. The result was that we
      placed 10,620,000 shares to 27 highly sophisticated investors, with
      pre-existing relationships to management, pursuant to Regulation D, Rule
      504, as then in force, promulgated by the Securities and Exchange
      Commission pursuant to section 3(b) of the Act. All warrants expired and
      are of no further force or effect.
 
 (3)
      About April 26, 2000, we formally issued an additional 2,080,000 shares to
      four highly sophisticated investors pursuant to Section 4(2) of the
      Securities Act of 1933, at $0.0125 per share. It appears that these shares
      had been subscribed for in November of
1999.
  ***Page
- 3***
 
 (4)
      As a result, on July 31, 2000 we had 73,122,000 shares of common stock
      issued and outstanding, and no other shares, warrants, options or
      convertible securities.
 
 (5)
      On September 5, 2000 we repurchased 24,000,000 shares of common stock from
      our principal J. Dan Sifford, for $2,400 (par value pre-split), being the
      basis on which such shares had been issued to him
    previously).
 
 (6)
      Forward Split. On April 5, 2001 a 2 for 1 forward split was put into
      effect, pursuant to a mandatory share
exchange.
 
 (7)
      On or about April 5, 2001, we acquired 100% of the issued and outstanding
      shares of*TriLucent
      Technologies, Inc.*,
      ("TTI") a private Nevada corporation, for the issuance of 6,400,000 new
      investment shares of our common stock. In connection with the transaction,
      we changed our name to*TriLucent
      Technologies Corp.*The nominees of the private corporation were elected to our Board of
      Directors, to replace the existing directors, who resigned on April 6,
      2001.
 
 (8)
      On April 6, 2001a forward split of our common stock was put into effect
      such that every one share became two shares. Also certain of our
      affiliates agreed to cancel 38,494,000 shares of our common stock to
      facilitate the acquisition of TTI.
 
 (9)
      On October 30, 2001 1,000,000 shares were issued for services to John Grey
      for consulting.
 
 (10)
      Debt Conversion Issuance. On November 20, 2001 70,000,000 shares were
      issued, under rule 144, for $1,257,834.00 in outstanding debts.
 
 (11)
      Reverse Split. On December 14, 2001 a 100 for 1 reverse split was put into
      effect, pursuant to a mandatory share exchange. The Board of Directors of
      the Company approved the reverse split which was done in order for the
      Company to avoid bankruptcy and
dissolution.
 
 (12) On
January 22, 2002, the
company filed a preliminary 14C Information
 Statement
in relation to the spin-off or distribute the subsidiary to our shareholders as
indicated.
 
 (13) On
March 6, 2002, the company filed an 8-K referring to the recent filing of the
preliminary 14C Information Statement ("PRE 14C") filed on January 22, 2002, in
relation to the following information reported herein. The company elected to
not spin-off or distribute the subsidiary to our shareholders as indicated in
the PRE 14C, and therefore the Plan of Reorganization did not go into
effect.
 
 (14) In
April 2002, 250,000 shares were issued for services in connection with
rescission of our former subsidiary acquisition.
 
 (15) On
November 26, 2002, the company filed a Definitive 14C Information Statement to
authorize a reverse split of the corporations common stock, four shares to one
share; provided that no shareholder shall be reversed below 100 shares, and no
shareholder owning less than 100 shares shall be reversed; and to authorize a
corporate name change to Anza Innovations, Inc.
 
 (16) On
September 25, 2003, in an effort to focus on acquiring mining projects in the
United States and China, the sole Officer and Director of Anza Innovations,
Inc., Mark S. Zouvas, appointed three new directors to the Board of Directors of
the Company, and resigned his position as Chief executive Officer and Director
of the Company. The new officers and directors of the Company were all
experienced in mining operations and had financial and management backgrounds.
The new Directors were David G. Stevenson, George D. Hennessey, and James E.
Henderson. Mr. Stevenson assumed the responsibilities of Chief Executive
Officer, Mr. Henderson assumed the duties of Secretary/Treasurer and Mr.
Hennessey became Vice-President.
  ***Page
- 4***
 
 (17) In
October of 2003, the company issued 100,000 shares of common stock to the new
Directors of the company in lieu of cash compensation. The 100,000 shares were
subsequently canceled on October 20, 2003.
 
 (18) On
October 20, 2003, due to conflicts in other unrelated business ventures,
Directors David G. Stevenson and George D. Hennessey, resigned their positions
on the Board of Directors and as officers of the Company. Mr. Henderson assumed
the duties as sole Officer and Director to appoint Kevin A. Polis, Attorney at
Law, as Sole Interim Officer and Director/Custodian.
 
 (19) On
November 21, 2003, the company issued 1,500,000 shares to Mark S. Zouvas for
$225,000 in back salaries owed to Mr. Zouvas.
 
 (20) On
December 16, 2003, the company formally issued 7,000,000 common shares of stock
to ten highly
sophisticated investors pursuant to Section 4(2) of the Securities Act of
1933 and Rule
506 of Regulation D promulgated by the Securities and Exchange
Commission , at
$0.015 per share.
 
 (21) On
February 9, 2004, the company completed a 1 for four forward split of the
stock.
 
 (22) Registrant
appointed Chisholm, Bierwolf and Nilson, LLC, as Registrants independent
accountants for the fiscal year ended December 31, 2003.
 
 (23) On
April 20, 2004, the sole Officer and Director of Gaofeng Gold Corp, Kevin A.
Polis, appointed Frank C. Mashburn to the Board of Directors of the Company, and
as Vice President of Business Development.
 
 (24) On
June 21, 2004, the Company acquired a 90% interest in the exploration and mining
of the gold deposits in Gao Feng Gold Mine.
 
 (25) On
November 17, 2004, Mr. Campbell and Mr. Mashburn appointed Mr. Tran to serve as
Interim President of the Issuer. Upon appointing Mr. Tran, Mr. Campbell and Mr.
Mashburn then resigned.
 
 (26) On
December 30, 2004, this Issuer entered into a Participation Agreement with ORX
Resources, Inc., a Delaware corporation. The terms of the Clovelly Participation
Agreement is for the Issuer to pay ORX Resources $27,302.59 for the right and
obligation to participate in the first test well drilled ( the “Initial Test
Well”) on the Clovelly Prospect up to the “Casing Point” and ORX Resources
agrees to transfer, assign and set over to this Issuer, it’s successors and
assigns, an undivided ten percent (10%) of all of ORX’s right, title and
interest in and to all oil, gas and mineral leases, farm-out agreements or other
contracts currently owned by ORX Resources arising out of the production from
the “Initial Test Well” within the boundaries of the Clovelly
Prospect.
 
 Sun
Oil & Gas Corp.
 *Share
reconciliation for year ending January 31, 2005*
 
 DATE
    EVENT
    BALANCE01/31/04
    Year End Balance
    10,174,35302/09/04
    1
      for 4 forward split
    40,697,41206/02/04
    1 for 1.5 forward split
    61,046,11811/26/04
    forward split of 1 for 2.6
    161,319,94201/31/05
    Year End Balance
    161,319,942
 
 
 ***Page
- 5***
 ****
 **(** **b** **)
Our Business.** The
original business of the Company is involved in the exploration of oil and gas
deposits in North America. Initially, the Company planned on raising working
capital to cover overhead expenses and further development of its technologies.
Unfortunately, due to adverse circumstances in the public equity markets, the
Company was unable to secure a substantive capital raise in order to fund its
operations. Due to this fact and the fact that management still feels that the
Company's technologies will ultimately be successful in the exploration of oil
and gas. This being done, Sun Oil & Gas Corp. intends to restructure its
capitalization and begin to seek a qualified, acquisition target. During the
past twelve months, no further acquisition action had been taken, and many not
be taken during the next twelve months.
 
 **(c)
More Recent Events.** **** On
December 30, 2004, this Issuer entered into a Participation Agreement with ORX
Resources, Inc., a Delaware corporation, to participate with ORX Resources in
the exploration and development of the “Clovelly Prospect.” The Clovelly
Prospect is more fully described in the “Designation of Production Unit,”
recorded December 2, 2004, Entry Number 971624 in the Clerk of Court’s records
of Lafourche Parish, Louisiana.
 
 The terms
of the Clovelly Participation Agreement is for the Issuer to pay ORX Resources
$27,302.59 for the right and obligation to participate in the first test well
drilled ( the “Initial Test Well”) on the Clovelly Prospect up to the “Casing
Point” and ORX Resources agrees to transfer, assign and set over to this Issuer,
it’s successors and assigns, an undivided ten percent (10%) of all of ORX’s
right, title and interest in and to all oil, gas and mineral leases, farm-out
agreements or other contracts currently owned by ORX Resources arising out of
the production from the “Initial Test Well” within the boundaries of the
Clovelly Prospect.
 
 **Risk
Factors**
 
 An
investment in our Common Shares must be considered speculative due to the nature
of our business and the present stage of development of our oil and gas
properties. In particular, the following risk factors apply:
 
 **-
We may not be able to obtain the financial resources to complete our planned
development programs, which may require the Company to dilute interest in its
property.**
 
 We do not
believe that we presently have sufficient financial resources to undertake all
of the development required to develop our property into commercial production,
nor have we determined what those financial resources would be. We may
accelerate our exploration programs, depending on the results of our current
undertakings, or acquire additional properties, which would require us to obtain
additional financing. Our ability to complete the exploration, if warranted, of
our properties depends on our ability to obtain additional financing through
joint ventures, debt financing, equity financing or other means.
 
 There is
no assurance that we will obtain necessary additional financing to complete the
exploration of any of our properties. Our failure to obtain additional financing
on a timely basis or on terms favorable to us could result in the loss or
substantial dilution of our interests (as existing or as proposed to be
acquired) in our property as disclosed in this Form 10-KSB.
 
 ***Page
- 6***
 
 **-
We have a limited operating experience and a history of losses, which may affect
our ability to obtain future financing.**
 
 The
Company has historically incurred losses from its operations and has a limited
history in the oil and gas business. As at January 31, 2005, the Company had a
cumulative deficit of approximately $3,353,340. We cannot assure you that we
will successfully implement our business plan or achieve profitability in the
future. We have recently acquired oil and gas properties, and we are now
producing material quantities of oil and gas and will continue to generate
revenues during this fiscal year ending January 31, 2006.
 
 **-**
    **We
      compete with large and small competitors to acquire oil and gas
      properties, enter into joint venture arrangements, hire and retain
      qualified personnel and service providers and obtain financing for our
      exploration programs, which may affect our ability to achieve commercial
      profitability.**
 
 Oil and
gas exploration is intensely competitive and involves a high degree of risk. We
cannot assure you that we will ever develop any of our properties into
properties that produce sufficient quantities of oil and gas to be profitable.
In our efforts to acquire properties, we compete with other companies that have
greater resources. Many of these companies not only explore for and produce oil
and gas, but also conduct refining and petroleum marketing operations on a
worldwide basis.
 
 Competition
for producing properties, our ability to retain qualified personnel and our
ability to complete our exploration programs will be affected by the amount of
funds available to us, our ability to successfully identify oil and gas
reserves, if any, and the actions of our competitors. We also may experience
competition from development of alternative fuel sources.
 
 - **Oil
and gas exploration involves risks, which could adversely affect our
profitability.**
 
 We cannot
assure you that commercial quantities of hydrocarbons will be recovered by us in
the future or that our exploration programs will lead to the discovery of any
commercially viable reserves. The marketability of any oil and gas acquired or
discovered will be affected by numerous factors beyond our control, which
include oil and gas price fluctuations, proximity and capacity of oil and gas
pipelines and processing equipment and government regulations (including
regulations relating to royalties, allowable production, importing and exporting
of oil and gas, and environmental protection). In addition, hazards such as
unusual or unexpected formations, pressures or other conditions are involved in
drilling and operating wells. Our general policy is to purchase insurance in
such amounts, as we consider adequate for our projects; however, we may be
subject to liability for pollution, blow-outs or other hazards which we cannot
insure against or which we may elect not to insure against because of high
premium costs or other reasons. The payment of uninsured liabilities would
reduce the funds available for drilling and production activities or could
result in the loss of property.
 
 **-
The expiration of licenses and leases could cause us to lose our interests in
our mineral property prior to achieving commercial
profitability.**
 
 Our
property is held in the form of working interests in licenses and leases. If we
or the holder of the license or lease fails to meet the specific requirements of
each license or lease, the license or lease may terminate or expire. We cannot
assure you that any of the obligations required to maintain each license or
lease will be met. The termination or expiration of our licenses or leases or
the working interests relating to our licenses or leases may have a material
adverse effect on our results of operation and business.
 
 ***Page
- 7***
 ****
 **-
Potential conflicts of interest may divert the attention of our directors,
officers and/or contractors from our business or affect their ability to
dedicate their full attention to our business and exploration
program.**
 
 Certain
of our directors and officers are also directors, officers, contractors and/or
employees of other companies engaged in oil and gas exploration. To the extent
that such other companies may participate in ventures in which we may
participate, our directors may have a conflict of interest in negotiating and
concluding terms respecting the extent of such participation. In the event that
such a conflict of interest arises at a meeting of our directors, a director who
has such a conflict will abstain from voting for or against the approval of such
participation or such terms. In appropriate cases, we will establish a special
committee of independent directors to review a matter in which several
directors, or management, may have a conflict. From time to time several
companies may participate in the acquisition, exploration of oil and gas
properties thereby allowing for their participation in larger programs,
permitting involvement in a greater number of programs and reducing financial
exposure in respect of any one program. A particular company may assign all or a
portion of its interest in a particular program to another of these companies
due to the financial position of the company making the assignment.
 
 **-
Our principal offices are located in British Columbia, and all of our directors
and officers are non-U.S. residents, which may affect your ability to bring an
action against us in the United States.**
 
 Our
offices are located in the Province of British Columbia, Canada and all of our
directors and officers are residents of Canada. Consequently, it may be
difficult for United States investors to effect service of process within the
United States upon us or upon these directors or officers, or to realize in the
United States upon judgments of United States courts predicated upon civil
liabilities under the United States Securities Exchange Act of 1934, as amended.
A judgment of a U.S. court predicated solely upon such civil liabilities would
probably be enforceable in Canada by a Canadian court if the U.S. court in which
the judgment was obtained had jurisdiction, as determined by the Canadian court,
in the matter. There is substantial doubt whether an original action could be
brought successfully in Canada against any of such persons or us predicated
solely upon such civil liabilities.
 
 - **Environmental
regulation may increase the costs of production from our properties, which would
affect our ability to earn a profit.**
 
 Hazards
incident to the exploration of oil and gas properties such as accidental spills
or leakage of petroleum liquids and other unforeseen conditions may be
encountered by us. We may be subject to liability for pollution and other
damages due to hazards which cannot be insured against due to prohibitive
premium costs or for other reasons. Governmental regulations relating to
environmental matters are subject to constant change and could increase the cost
of exploration or require alteration or cessation of operations in certain
areas.
 
 Existing
and possible future environmental legislation, regulations and actions could
give rise to additional expense, capital expenditures, restrictions and delays
in our activities, the extent of which cannot be predicted. Regulatory
requirements and environmental standards are subject to constant evaluation and
may be significantly increased, which could materially and adversely affect our
business or our ability to develop and produce its properties on an economically
feasible basis. The cost of compliance with changes in governmental regulations
has the potential to reduce the profitability of operations.
  ***Page
- 8***
 
 **-**
    **We
      currently do not maintain a fund for restoring sites on which we drill
      wells or conduct production operations, which could require us to expend
      substantial resources in the future to restore these
      sites.**
 
 We do not
maintain a fund for restoring production sites. Existing and possible future
environmental legislation, regulations and actions could give rise to an
obligation to restore the sites on which we drill wells or conduct production
operations. The costs related to restoration or remediation efforts could be
substantial and could have a material adverse affect on our business.
 
 - **Fluctuation
and volatility of oil and gas prices may affect the commercial feasibility of
our mineral properties and our ability to raise future financing on acceptable
terms.**
 
 As with
most other companies involved in resource exploration, we may be adversely
affected by future increases in the costs of conducting exploration, development
and resource extraction that may not be fully offset by increases in the price
received on sale of the petroleum or natural gas.
 
 Our
revenues, profitability and future growth, if any, and the value of our oil and
gas properties are substantially dependent on prevailing prices of oil and gas.
Our ability to borrow and to obtain additional capital on attractive terms is
also substantially dependent upon oil and gas prices. Prices for oil and gas are
subject to large fluctuations in response to relatively minor changes in the
supply of and demand for oil and gas, market uncertainty and a variety of
additional factors beyond our control. These factors include economic conditions
in the United States and in Thailand, the actions of the Organization of
Petroleum Exporting Countries, governmental regulation, political stability in
the Middle East and elsewhere, the foreign supply of oil and gas, the price of
foreign imports and the availability of alternate fuel sources. Any substantial
and extended decline in the price of oil and gas would have an adverse effect on
the value of our properties, borrowing capacity, revenues, profitability and
cash flows from operations.
 
 Over the
last 10 years oil prices have fluctuated from US$10 to US$37 per barrel. In
2000, oil prices increased to up to US$37 per barrel after experiencing a
significant decline to a low of approximately US$10 per barrel in 1997 due to
the Asian financial crisis and other economic factors. Oil and gas prices could
be significantly impacted if/when the Kyoto Protocol is enacted. The Kyoto
Protocol requires Western countries, including the United States, to reduce the
emission of hydrocarbons to below existing levels, increase the efficiency of
the use of oil and its byproducts and reduce consumption. In the long term, we
expect oil prices to increase with inflation, as well as with economic recovery
in Asia and other parts of the world.
 
 Volatile
oil and gas prices make it difficult to estimate the value of producing
properties for acquisition and often cause disruption in the market for oil and
gas producing properties, as buyers and sellers have difficulty agreeing on such
value. Price volatility also makes it difficult to budget for and project the
return on acquisitions and development and exploitation projects.
 
 Local,
national and international economic conditions are beyond our control and may
have a substantial adverse affect on our efforts. We cannot guard against the
effects of these potential adverse conditions.
 
 **-
Resources properties are subject to risks, which may require us to defend,
enforce or undertake certain curative work to perfect rights in our
properties.**
 
 It is our
practice in acquiring oil and gas leases or interests in oil and gas leases to
undergo the expense of retaining lawyers to fully examine the title to the
interest to be placed under lease or already placed under lease as title
opinions are the requirement of our lenders in the property acquisition.
  ***Page
- 9***
 
 Prior to
the drilling a well for oil and gas, it is the normal practice of the oil and
gas industry for the person or company acting as the operator of the well to
hire a lawyer to examine the title to the spacing unit within which the proposed
oil and gas well is to be drilled. Frequently, as a result of such examination,
certain curative work must be done to correct deficiencies in the marketability
of the title, and the curative work entails expense. The work might include
obtaining affidavits of heirship or causing an estate to be administered.
 
 - **We
depend on key personnel for our commercial success.**
 
 We depend
on the expertise of our President, Peter Wilson, and certain other key engineers
and consultants, and the loss of one or more of these individuals could have a
material adverse effect on our business. Mr. Wilson provides services to us as
consultant pursuant to verbal consulting agreements. We do not maintain
key-person insurance policies on any of our executive officers.
 
 - **Title
to oil and gas properties**
 
 The
Company has taken and will continue to take all reasonable steps, in accordance
with the laws and regulations of the jurisdictions in which its property is
located, to ensure proper title of the property it may acquire in the future,
either at the time of acquisition or prior to any major expenditures thereon.
This, however, should not be construed as a guarantee of title. There are no
assurances that the Company will obtain title. Both presently owned and
after-acquired properties may be subject to prior unregistered agreements,
transfers, land claims or other claims or interests and title may be affected by
undetected defects. The Company will attempt to obtain clear title and obtain
legal opinions commensurate to the intended level of expenditures required on
areas that show promise. There can be no assurance, however, that the Company
will be successful in doing so.
 
 **-**
    **Government
      regulation**
 
 The
current and future operations of the Company, including development activities
and commencement of production on properties the Company may acquire, require
permits from various federal, provincial, and local governmental authorities and
such operations are and will be governed by laws and regulations governing
prospecting, development, mining, production, exports, taxes, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, safety and other matters.
 
 Any oil
and gas operations involving the Company may be subject to environmental
regulations promulgated by government agencies from time to time. Environmental
legislation often includes provisions relating to restrictions and prohibitions
on spills, releases or emissions of various substances produced in association
with oil and gas operations, which would result in environmental pollution. A
breach of such legislation may result in imposition of fines and penalties. In
addition, certain types of operations require the submission and approval of
environmental impact assessments. Environmental legislation is evolving in a
manner which means stricter standards and enforcement, and fines and penalties
for non-compliance are more stringent. Environmental assessments of proposed
projects carry a heightened degree of responsibility for companies and
directors, officers and employees. The cost of compliance with environmental
legislation and changes in such legislation has a potential to reduce the
profitability of operations below an acceptable level.
 
 Stricter
standards in environmental legislation may be imposed on the industry or the
Company in the future, which could materially and adversely affect the business
of the Issuer or its ability to develop its properties on an economic
basis.
 
 ***Page
- 10***
 
 **-
Permits and Licenses**
 
 The
operations of the Company may require licenses and permits from various
governmental authorities. There can be no assurance that the Company will be
able to obtain all necessary licenses and permits that may be required to carry
out exploration, development and resource extraction operations on its
properties.
 
 **-
Uninsurable Risks**
 
 In the
course of exploration, development and production of oil and gas properties,
certain risks, and in particular, unexpected or unusual geological operating
conditions including blow-outs, cave-ins, fires, flooding and earthquakes may
occur. It is not always possible to fully insure against such risks and the
Company may decide not to take out insurance against such risks as a result of
high premiums or other reasons. Should such liabilities arise, they could reduce
or eliminate any future profitability and result in increasing costs and a
decline in the value of the securities of the Company.
 
  **Transfer
Agent**
 
 As of the
date of this Annual Report, the Company’s transfer agent is:
 
 Madison
Stock Transfer Inc.
 P.O. Box
290-145
 Brooklyn,
NY, 11229-0145
 Phone:
718-627-4453
 Fax:
718-627-6341
 
 
  **Voluntary
Reporting Contingency**
 
 We do not
anticipate any contingency upon which we would voluntarily cease filing reports
with the SEC, even though we are not required to do so. It is in our compelling
interest to report our affairs quarterly, annually and currently, as the case
may be, generally to provide accessible public information to interested
parties, and also specifically to maintain its qualification for the
OTCBB.
 
 **Item****2****.
Description of Property.**
 
 On
December 30, 2004, this Issuer entered into a Participation Agreement with ORX
Resources, Inc., a Delaware corporation, with offices located at 400 Poydras
Street, Suite 1100, New Orleans, Louisiana 70130, to participate with ORX
Resources in the exploration and development of the “Clovelly Prospect.” The
Clovelly Prospect is more fully described in the “Designation of Production
Unit,” recorded December 2, 2004, Entry Number 971624 in the Clerk of Court’s
records of Lafourche Parish, Louisiana.
 
 
 **Item****3****.
Legal Proceedings.**
 
 Management
of the Company is not aware of any legal proceedings contemplated by any
governmental authority or other party involving the Company or its subsidiaries
or its properties. No director, officer or affiliate of the Company is (i) a
party adverse to the Company in any legal proceedings; or (ii) has an adverse
interest to the Company in any legal proceedings. Management is not aware of any
other legal proceedings pending or that have been threatened against the
Company, its subsidiaries or its properties.
  ***Page
- 11***
 
 **Item****4** **. Submission of Matters to a Vote of Security Holders.**
 None.
 
 
 **PART II**
 
 
 **Item****5****.
Market for Common Equity and Related Stockholder
Matters.**
 
 
 ( a )
Description of Securities. We are authorized to issue 200,000,000 shares of a
single class of Common Voting Stock, of par value $0.001. There were 161,319,942
shares issued and outstanding on January 31, 2005. There are no preferred shares
Issued and Outstanding.
 
 Each
holder of Common Stock is entitled to one vote per share on all matters
submitted for action by th e
stockholders. All shares of Common Stock are equal to each other with respect to
the election of directors and cumulative voting is not permitted; therefore, the
holders of more than 50% of the outstanding Common Stock can, if they choose to
do so, elect all of the directors. The terms of the directors are not staggered.
Directors are elected annually to serve until the next annual meeting of
shareholders and until their successor is elected and qualified. There are no
preemptive rights to purchase any additional Common Stock or other securities of
the Registrant. The owners of a majority of the common stock may also take any
action without prior notice or meeting which a majority of shareholders could
have taken at a regularly called shareholders meeting, giving notice to all
shareholders thereafter of the action taken. In the event of liquidation or
dissolution, holders of Common Stock are entitled to receive, pro rata, the
assets remaining, after creditors, and holders of any class of stock having
liquidation rights senior to holders of shares of Common Stock, have been paid
in full. All shares of Common Stock enjoy equal dividend rights. There are no
provisions in the Articles of Incorporation or By-Laws which would delay, defer
or prevent a change of control.
 
 **(** **b** **)
Market Information** **.** Our
Company, has one class of securities, Common Voting Equity Shares (“Common
Stock”). The Company's Common Stock is quoted in the over-the-counter market, on
the Bulletin Board (“OTCBB”). To the best of our knowledge there has been
inconsistent trading in our common shares. We face a sporadic and potentially
volatile trading market. Quotations for, and transactions in, the Securities are
capable of rapid fluctuations, resulting from the influence of supply and demand
on relatively thin volume. There may be buyers at a time when there are no
sellers, and sellers when there are no buyers, resulting in significant
variations of bid and ask quotations by market-making dealers, attempting to
adjust changes in demand and supply. A sporadic market is also particularly
vulnerable to short selling, sell orders by persons owning no shares of stock,
but intending to drive down the market price so as to purchase the shares to be
delivered at a price below the price at which the shares were sold short.
 
 
 Quarterending
    ourquarter
    high
      bid
    low
      bidJan
      04
      
      April
      04
      
      July
      04
      
      Oct
      04
      
      Jan
      05
    4th
      
      1st
      
      2nd
      
      3rd
      
      4th
    .32
      
      .60
      
      .47
      
      .63
      
      .17
    .25
      
      .41
      
      .40
      
      .38
      
      .15
 
 ***Page
- 12***
  **(** **c** **)
Holders** **.** Management
calculates that the approximate number of shareholders of Record of the
Company's Common Stock, as of January 31, 2005 was approximately 56 and the
number of Beneficial Owners to be approximately 1200.
 
 **(** **d** **)
Dividends.** We have
not paid any cash dividends on our Common Stock, and do not anticipate paying
cash dividends on our Common Stock in the next year. We anticipate that any
income generated in the foreseeable future will be retained for the development
and expansion of our business. Future dividend policy is subject to the
discretion of the Board of Directors and will depend upon a number of factors,
including future earnings, debt service, capital requirements, business
conditions, the financial condition of the Company and other factors that the
Board of Directors may deem relevant.
 
 **(e)
Forward Stock Split**
 On
February 09, 2004, at a meeting of the Board of Directors where the Board
approved the licensing agreement, a Majority Share Action duly adopted and
approved to affect a 1 for 4 forward split of the issued and outstanding common
stock of the company, pursuant to Nevada Corporation Law Section 78.320.
 
 On June
2, 2004, at a meeting of the Board of Directors where the Board approved the
licensing agreement, a Majority Share Action duly adopted and approved to affect
a 1 for 1.5 forward split of the issued and outstanding common stock of the
company, pursuant to Nevada Corporation Law Section 78.320.
 
 On
November 26, 2004, at a meeting of the Board of Directors where the Board
approved the licensing agreement, a Majority Share Action duly adopted and
approved to affect a 1 for 2.6 forward split of the issued and outstanding
common stock of the company, pursuant to Nevada Corporation Law Section 78.320.
 
 **(f)
Securities Authorized for Issuance under Equity Compensation
Plans** ****
 None.
 
 
 **(g)
Sales of Unregistered Common Stock - Fiscal year ended January
2005** **.**
 
 As of the
date of this Annual Report and during fiscal year ended January 31, 2005, the
Company did not sell stock in private placement offerings, did not issue stock
in exchange for debts of the Company.
 
 **Options
and Derivative Securities.** There
are no outstanding options or derivative securities of this Registrant. There
are no shares issued or reserved which are subject to options or warrants to
purchase, or securities convertible into common stock of this Registrant.
 
 
 **Risks
of "Penny Stock."** The
Company's common stock may be deemed to be "penny stock" as that term is defined
in Reg. Section 240.3a51-1 of the Securities and Exchange Commission. Penny
stock are stocks (i) with a price of less than five dollars per share; (ii) that
are not traded on a "recognized" national exchange; (iii) whose prices are not
quoted on the NASDAQ automated quotation system (NASDAQ) listed stocks must
still meet requirement (i) above); or (iv) in issuers with net tangible assets
less than $2,000,000 (if the issuer has been in continuous operation for at
least three years) or $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than $6,000,000 for the last three
years.
  ***Page
- 13***
 
 Section
15(g) of the Securities Exchange Act of 1934, as amended, and Reg. Section
240.15g-2 of the Securities and Exchange Commission require broker-dealers
dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."
 
 Moreover,
Reg. Section 240.15g-9 of the Securities and Exchange Commission requires
broker/dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
 
 
 **Item****6****.
Management's Discussion and Analysis or Plan of
Operation.**
 
 **(** **a** **)
Plan of Operation** **.**
 
 **1.
Historical.** During
2004, the Company had been attempting to secure financing through the placement
of equity to private and institutional sources, but due to the rapid
deterioration of the junior capital markets and, in particular, the technology
sectors, securing financing was minimal.
 
 ****
 **2.
Material More Recent Events.** Due to
the difficulty is raising capital for launching the technologies of Sun Oil
& Gas Corp., it was decided upon by the board of directors to search for a
new sophisticated Board of Directors in an effort to revive the company into a
viable operating entity.
 
 We do not
anticipate any contingency upon which we would voluntarily cease filing reports
with the SEC, even though we may cease to be required to do so. It is in our
compelling interest to report its affairs quarterly, annually and currently, as
the case may be, generally to provide accessible public information to
interested parties, and also specifically to maintain its qualification for the
OTCBB. We will continue to file required reports and will begin the evaluation
of possible future corporate opportunities and may
or may not find a target within the next twelve months.
 
 “The
Company is a development stage company as defined in Financial Accounting
Standards Board Statement No.7. It is concentrating substantially all of its
efforts in raising capital and developing its business operations in order to
generate significant revenues.” We have no present business or business plan
other than to seek a profitable business combination, most likely in a reverse
acquisition or similar transaction. Accordingly, our plan is to seek one or more
profitable business combinations or acquisitions to secure profitability for
shareholders. We will eventually concentrate on selecting a business combination
candidate. No current fund raising programs are being conducted or contemplated
before merger, acquisition or combination is announced, and then any such
capital formation would be offered to investors based upon the assets and
businesses to be acquired, and not in our present condition, without businesses,
revenues, or income producing assets.
  ***Page
- 14***
 
 The
following discussions of the results of operations and financial position of the
Company should be read in conjunction with the financial statements and notes
pertaining to them that appear elsewhere in this Form 10-KSB.
 
 
 **(b)
Results of Operations** **.**
 
 On
December 30, 2004, this Issuer entered into a Participation Agreement with ORX
Resources, Inc., a Delaware corporation, to participate with ORX Resources in
the exploration and development of the “Clovelly Prospect.” The Clovelly
Prospect is more fully described in the “Designation of Production Unit,”
recorded December 2, 2004, Entry Number 971624 in the Clerk of Court’s records
of Lafourche Parish, Louisiana.
 
 The terms
of the Clovelly Participation Agreement is for the Issuer to pay ORX Resources
$27,302.59 for the right and obligation to participate in the first test well
drilled ( the “Initial Test Well”) on the Clovelly Prospect up to the “Casing
Point” and ORX Resources agrees to transfer, assign and set over to this Issuer,
it’s successors and assigns, an undivided ten percent (10%) of all of ORX’s
right, title and interest in and to all oil, gas and mineral leases, farm-out
agreements or other contracts currently owned by ORX Resources arising out of
the production from the “Initial Test Well” within the boundaries of the
Clovelly Prospect.
 The
definition of “Casing Point” means the point in time when the Initial Test Well
has been drilled to the objective depth specified and all open hole logging and
testing have been conducted sufficient that an election can made to either run
production casing and attempt to complete the well or plug and abandon the
well.
 
 If after
completion of the Initial Test Well on the Clovelly Prospect up to the “Casing
Point” proves that the “Initial Test Well” is a well capable of producing oil or
gas in commercial quantities, the Issuer may elect, but is not obligated, and
ORX Resources agrees to develop the rest of the Clovelly Prospect and all its
formations at additional costs. If the Issuer elects to proceed with production
beyond the “Casing Point” the Issuer is obligated to pay 10% of all the costs
associated with production of the well.
 
 Upon
completion of this Participation Agreement of which the Issuer has the duty to
perform their promise of paying approximately $27,302.59, this Issuer will file
a subsequent Form 8-K announcing the completion of acquiring the 10%
participation interest in the Clovelly Prospect.
 
 **(c)
Off-Balance Sheet Arrangements** ****
 
 As of the
date of this Annual Report, the Company does not have any off-balance sheet
arrangements that have or are reasonably like to have a current or future effect
on the Company’s financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors. The term “off-balance sheet
arrangement” generally means any transaction, agreement or other contractual
arrangement to which an entity unconsolidated with the Company is a party, under
which the Company has (i) any obligation arising under a guarantee contract,
derivative instrument or variable interest; or (ii) a retained or contingent
interest in assets transferred to such entity or similar arrangement that serves
as credit, liquidity or market risk support for such assets.
 
 **(d)
Critical Accounting Policies**
 
  The
discussion and analysis of our financial condition and results of operations is
based upon our consolidated financial statements, which have been prepared in
accordance with generally accepted accounting principles or GAAP in the United
States. The preparation of those financial statements requires us to make
estimates and judgments that affect the reported amount of assets and
liabilities at the date of our financial statements. Actual results may differ
from these estimates under different assumptions or conditions.
  ***Page
- 15***
  Critical
accounting policies are those that reflect significant judgments or
uncertainties, and potentially result in materially different results under
different assumptions and conditions. The Company believes that are our most
critical accounting policies includes: recognition of transactions revenues and
accounting for stock options and warrants.
  **(e)
Revenue Recognition**
 
 The
Company does not currently generate revenues. Would revenues be generated during
fiscal year ended September 30, 2005, these revenues would be from contracts
which generally last more than one year. Revenue would be recognized in
accordance with Statement of Position (“SOP”) 98-7 when: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred; (3) the Company’s fee is
fixed and determinable, and; (4) collectibility is probable.
  
   **(f)
Accounting for Stock-Based Compensation**
  The
Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board (“APB”) Opinion
No. 25, Accounting for Stock Issued to Employees, and complies with the
disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation.
Under APB No. 25, compensation expense is recognized based on the difference, if
any, on the date of grant between the estimated market value of the Company’s
stock and the amount an employee must pay to acquire the stock. Compensation
expense is recognized immediately for past services and ratably for future
services over the option-vesting period. If the Company followed SFAS 123, it
would recognize compensation expense using a fair value method, such as
Black-Scholes, to estimate the cost of equity instruments as of the date these
awards are granted to employees. Any differences between the expense as
calculated under SFAS 123 and that computed under APB No. 25 is disclosed on a
pro forma basis in the notes to the consolidated financial
statements.
  The
Company accounts for equity instruments issued in exchange for the receipt of
goods or services from other than employees in accordance with SFAS No. 123 and
the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No.
96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees
for Acquiring or in Conjunction with Selling, Goods or Services. Costs are
measured at the estimated fair market value of the consideration received or the
estimated fair value of the equity instruments issued, whichever is more
reliably measurable. The value of equity instruments issued for consideration
other than employee services is determined on the earlier of a performance
commitment or completion of performance by the provider of goods or services as
defined by EITF No. 96-18.
  
 
 **THE
REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK**
 
 
 ***Page
- 16***
 
  **Item****7****.
Financial Statements**.
 
 The
information required under Item 310(a) of Regulation S-B is included in this
report as set forth in the "Index to Financial Statement".
 
 
 **Index
to Financial Statements** ****
 
 Report of Independent Auditors
 
 Consolidated Balance Sheets at January 31, 2005
 
 Consolidated Statements of Operations for the years ended
January 31, 2005 and 2004,
 and for
the period from August 20, 1998 [Inception] to January 31, 2005
 
 Consolidated Statements of Stockholders’ Equity [Deficit] and for
the period from August 20, 1998 [Inception] to January 31, 2005
 
 Consolidated Statements of Cash Flows for the years ended
January 31, 2005 and 2004, and for the period from August 20, 1998 [Inception]
to January 31, 2005
 
 Notes to
the Consolidated Financial Statements
 
 
 ***Page
- 17***
 **REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
 
 The Board
of Directors
Sun Oil
& Gas Corp. and Subsidiaries
San
Diego, California

We have
audited the accompanying balance sheets of Sun Oil & Gas Corp. as of January
31, 2005 and 2004, and the related statements of operations,
stockholders’equity
and cash flows for the years then ended. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, audits of its internal control
over financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 Sun Oil & Gas Corp. as of
January 31, 2005 and 2004, and the results of their operations and their cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 2 to the financial statements,
the Company has a working capital deficit and has suffered recurring losses to
date, which raises substantial doubt about its ability to continue as a going
concern. Management’s plans
in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.




Chisholm
Bierwolf & Nilson, LLC
Bountiful,
Utah
May 11,
2005  ****
 ***Page
- 18***
   **SUN
OIL & GAS CORP.**
 **(formerly
Gaofeng Gold Corp.)**
 (A
Development Stage Company)
 Balance Sheet
  January
      31,
    
    January
      31,ASSETS
    
    2005
    
    2004CURRENT
      ASSETSCash
    
    $
    -
    
    $
    99,019TOTAL
      CURRENT ASSETS
    
    
    -
    
    
    99,019PROPERTY
      & EQUIPMENT, NET
    
    
    -
    
    
    -TOTAL
      ASSETS
    
    $
    -
    
    $
    99,019LIABILITIES
      & STOCKHOLDERS' EQUITY (DIFICIENCY)CURRENT
      LIABILITIESAccounts
      Payable
    
    $
    32,302
    
    $
    1,750Accrued
      Interest
    
    
    583
    
    
    -Accrued
      Directors' Fees
    
    
    80,000
    
    
    -TOTAL
      CURRENT LIABILITIES
    
    
    112,885
    
    
    1,750LONG
      - TERM LIABILITIESNotes
      Payable
    
    
    25,000
    
    
    -TOTAL
      LIABILITIES
    
    
    137,885
    
    
    1,750STOCKHOLDERS'
      EQUITY (DEFICIENCY)Preferred
      Stock, $.001 Par Value; Authorized 10,000,000Shares;
      Issued and Outstanding, 400,000 Shares
    
    
    400
    
    
    -Common
      Stock, $.001 Par Value; Authorized 200,000,000Shares;
      Issued and Outstanding, 161,319,942 Sharesand
      158,719,907 Shares respectively
    
    
    161,319
    
    
    158,719Additional
      paid-in capital
    
    
    3,053,736
    
    
    2,206,736Accumulated
      deficit during the development stage
    
    
    (3,353,340
    )
    
    (2,268,187
    )Total
      Stockholders' Equity (Deficit)
    
    
    (137,885
    )
    
    97,268TOTAL
      LIABILITIES & STOCKHOLDERS' EQUITY (DIFICIENCY)
    
    $
    -
    
    $
    99,018
   ***Page
- 19***
  **SUN
OIL & GAS CORP.**
 **(formerly
Gaofeng Gold Corp.)**
 (A
Development Stage Company)
 Statements of Cash Flows
  FromInception
      onAugust
      20,1998For the Year Ended
    
    
    throughJanuary 31,
    
    
    January
      31,2005
    
    
    2004
    
    
    2005Cash
      Flows from Operating ActivitiesNet
      Loss
    
    $
    (1,085,153
    )
    $
    (69,746
    )
    $
    (3,353,340
    )Adjustments
      to reconcile net loss tonet
      cash provided by operations:Shares
      issued for services
    
    
    
    
    
    60,000
    
    
    246,143Shares
      issued for accrued wages
    
    
    
    
    
    165,000
    
    
    165,000Shares
      issued for debt
    
    
    
    
    
    
    
    
    382,540Shares
      issued for accrued interest
    
    
    
    
    
    
    
    
    19,156Notes
      payable issued for expenses
    
    
    
    
    
    
    
    
    1,042,443Depreciation
      and amortization
    
    
    954,988
    
    
    
    
    
    1,025,001Increase
      (Decrease) in accrued liabilities
    
    
    80,583
    
    
    (165,000
    )
    
    80,583Decrease
      (Increase) in receivables
    
    
    
    
    
    
    
    
    139,239Increase
      (Decrease) in payables
    
    
    30,551
    
    
    3,730
    
    
    30,551Increase
      (Decrease) in advances
    
    
    
    
    
    -
    
    
    0Net
      Cash (Used) Provided by Operating Activities
    
    
    (19,031
    )
    
    (6,016
    )
    
    (222,684
    )Cash
      Flows from Investing ActivitiesCash
      paid for mining licensing agreement
    
    
    (104,988
    )
    
    -
    
    
    (104,988
    )Cash
      acquired from subsidiary
    
    
    -
    
    
    -
    
    
    9,070Cash
      contributed in distribution
    
    
    -
    
    
    -
    
    
    (1,176
    )Cash
      paid for property and equipment
    
    
    -
    
    
    -
    
    
    (176,722
    )Net
      Cash (Used) Provided by Investing Activities
    
    
    (104,988
    )
    
    -
    
    
    (273,816
    )Cash
      Flows from Financing ActivitiesProceeds
      from notes payable
    
    
    25,000
    
    
    -
    
    
    100,000Issued
      common stock for cash
    
    
    
    
    
    105,000
    
    
    396,500Net
      Cash (Used) Provided by Financing Activities
    
    
    25,000
    
    
    105,000
    
    
    496,500Net
      increase (decrease) in cash
    
    
    (99,019
    )
    
    98,984
    
    
    -Beginning
      Cash
    
    
    99,019
    
    
    35
    
    
    -Ending
      Cash
    
    $
    -
    
    $
    99,019
    
    $
    -Supplemental
      Cash Flow InformationCash
      paid for interest
    
    $
    -
    
    $
    -
    
    $
    -Cash
      paid for income taxes
    
    $
    -
    
    $
    -
    
    $
    -Non-cash
      activitiesShares
      issued for subsidiary
    
    $
    -
    
    $
    -
    
    $
    960,000Shares
      issued for services
    
    $
    -
    
    $
    60,000
    
    $
    246,143Shares
      issued for debt conversion
    
    $
    -
    
    $
    -
    
    $
    -Notes
      payable issued for expenses
    
    $
    -
    
    $
    -
    
    $
    1,042,443Shares
      issued for notes payable and interest
    
    $
    -
    
    $
    -
    
    $
    1,640,374Shares
      issued for accrued wages
    
    $
    -
    
    $
    165,000
    
    $
    165,000Forgiveness
      of accounts payable by shareholder
    
    $
    -
    
    $
    37,132
    
    $
    37,132Shares
      issued for mining license
    
    $
    850,000
    
    $
    -
    
    $
    850,000
    ***Page
- 20***
  **SUN
OIL & GAS CORP.**
 **(formerly
Gaofeng Gold Corp.)**
 (A
Development Stage Company)
 Statement of Operations
  FromInception
      onAugust
      20,1998For
      the Year Ended
    
    
    throughJanuary
      31,
    
    
    January
      31,2005
    
    
    2004
    
    
    2005Revenues
    
    $
    -
    
    $
    -
    
    $
    179,619Amortization
    
    
    954,988
    
    
    -
    
    
    954,988General
      and Administrative
    
    
    129,582
    
    
    68,368
    
    
    2,517,355Total
      Expenses
    
    
    1,084,570
    
    
    68,368
    
    
    3,472,343Net
      Loss from Operations
    
    
    (1,084,570
    )
    
    (68,368
    )
    
    (3,292,724
    )Other
      Income (Expense)Interest
      Expense
    
    
    (583
    )
    
    (1,378
    )
    
    (60,616
    )Total
      Other Income (Expense)
    
    
    (583
    )
    
    (1,378
    )
    
    (60,616
    )Net
      Income (Loss)
    
    $
    (1,085,153
    )
    $
    (69,746
    )
    $
    (3,353,340
    )Loss
      per Share
    
    $
    (0.01
    )
    $
    (0.00
    )
    $
    (0.10
    )Weighted
      AverageShares
      Outstanding
    
    
    158,719,913
    
    
    50,567,030
    
    
    33,529,765
    ***Page
- 21***
  **SUN
OIL & GAS CORP.**
 **(formerly
Gaofeng Gold Corp.)**
 (A
Development Stage Company)
 Stockholders' Equity
  **Accumulated**
    ******(Deficit)**
    ********
    
    
    **Issued**
    
    
    **Issued**
    
    
    
    
    
    **During
      the******
    
    
    **Preferred**
    
    
    **Preferred**
    
    
    **Common**
    
    
    
    **Common**
    
    
    **Additional**
    
    
    **Development******
    
    
    **Stock**
    
    
    **Stock**
    
    
    **Stock**
    
    
    
    **Stock**
    
    
    **Paid-In**
    
    
    **Stage**
    
    
    **Total******
    
    
    **Shares**
    
    
    **Amount$**
    
    
    **Shares**
    
    
    
    **Amount$**
    
    
    **Capital$**
    
    
    $
    
    
    $**Balances
      at August 20, 1998**
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    **-****August
      1998 - common stock issued****for
      organization costs at $6,042**
    
    
    -
    
    
    -
    
    
    **4,712,916**
    
    
    
    **4,713**
    
    
    **1,329**
    
    
    -
    
    
    **6,042****January
      1999 - stock issued for cash**
    
    
    -
    
    
    -
    
    
    **828,360**
    
    
    
    **828**
    
    
    **264,672**
    
    
    -
    
    
    **265,500****Net
      (Loss) for the year ended****July
      31, 1999**
    
    
    -
    
    
    -
    
    
    -
    
    
    
    -
    
    
    -
    
    
    **(96,550**
    **)**
    
    **(96,550**
    **)****Balance
      at July 31, 1999**
    
    
    **-**
    
    
    **-**
    
    
    **5,541,276**
    
    
    
    **5,541**
    
    
    **266,001**
    
    
    **(96,550**
    **)**
    
    **174,992****April
      2000 - stock issued for cash**
    
    
    -
    
    
    -
    
    
    **162,240**
    
    
    
    **162**
    
    
    **25,838**
    
    
    -
    
    
    **26,000****Net
      (Loss) for the year ended****July
      31, 2000**
    
    
    -
    
    
    -
    
    
    -
    
    
    
    -
    
    
    -
    
    
    **(91,992**
    **)**
    
    **(91,992**
    **)****Balance
      at July 31, 2000**
    
    
    **-**
    
    
    **-**
    
    
    **5,703,516**
    
    
    
    **5,703**
    
    
    **291,839**
    
    
    **(188,542**
    **)**
    
    **109,000****September
      2000 - cancellation of shares**
    
    
    -
    
    
    -
    
    
    **(1,872,000**
    **)**
    
    
    **(1,872**
    **)**
    
    **1,872**
    
    
    -
    
    
    **-****September
      2000 - Distribution to****shareholders
      in spin-off**
    
    
    -
    
    
    -
    
    
    -
    
    
    
    -
    
    
    -
    
    
    **(95,530**
    **)**
    
    **(95,530**
    **)****Net
      (Loss) for the period ended****January
      31, 2001**
    
    
    -
    
    
    -
    
    
    -
    
    
    
    -
    
    
    -
    
    
    **(13,470**
    **)**
    
    **(13,470**
    **)****Balance
      at January 31, 2001**
    
    
    **-**
    
    
    **-**
    
    
    **3,831,516**
    
    
    
    **3,831**
    
    
    **293,711**
    
    
    **(297,542**
    **)**
    
    **-****February
      2001 - cancellation of shares**
    
    
    -
    
    
    -
    
    
    **(2,752,932**
    **)**
    
    
    **(2,753**
    **)**
    
    **(122,983**
    **)**
    
    -
    
    
    **(125,736**
    **)****October
      2001 - stock issued for services**
    
    
    -
    
    
    -
    
    
    **39,000**
    
    
    
    **39**
    
    
    **9,961**
    
    
    -
    
    
    **10,000****November
      2001 - stock issued for debt**
    
    
    -
    
    
    -
    
    
    **2,730,000**
    
    
    
    **2,730**
    
    
    **1,255,104**
    
    
    -
    
    
    **1,257,834****December
      2001 - stock issued for****rounding**
    
    
    -
    
    
    -
    
    
    **63**
    
    
    
    -
    
    
    -
    
    
    -
    
    
    -**Net
      (Loss) for the year ended****January
      31, 2002**
    
    
    -
    
    
    -
    
    
    -
    
    
    
    -
    
    
    -
    
    
    **(1,479,963**
    **)**
    
    **(1,479,963**
    **)****Balance
      at January 31, 2002**
    
    
    **-**
    
    
    **-**
    
    
    **3,847,647**
    
    
    
    **3,847**
    
    
    **1,435,793**
    
    
    **(1,777,505**
    **)**
    
    **(337,865**
    **)****April
      2002 - Stock issued for services****with
      reference to recission of****acquisition
      of subsidiary**
    
    
    -
    
    
    -
    
    
    **3,900,000**
    
    
    
    **3,900**
    
    
    **171,100**
    
    
    -
    
    
    **175,000****Shares
      issued for debt conversion**
    
    
    -
    
    
    -
    
    
    **18,144,750**
    
    
    
    **18,145**
    
    
    **364,396**
    
    
    -
    
    
    **382,541****October
      18, 2002 - stock issued for****rounding**
    
    
    -
    
    
    -
    
    
    **227,510**
    
    
    
    **227**
    
    
    **915**
    
    
    -
    
    
    **1,142****Net
      (Loss) for the year ended****January
      31, 2003**
    
    
    -
    
    
    -
    
    
    -
    
    
    
    -
    
    
    -
    
    
    **(420,936**
    **)**
    
    **(420,936**
    **)****Balance
      at January 31, 2003**
    
    
    **-**
    
    
    **-**
    
    
    **26,119,907**
    
    
    
    **26,119**
    
    
    **1,972,204**
    
    
    **(2,198,441**
    **)**
    
    **(200,118**
    **)****May
      2003 - Capital contributed by****shareholder**
    
    
    -
    
    
    -
    
    
    -
    
    
    
    -
    
    
    **37,132**
    
    
    -
    
    
    **37,132****November
      2003 - stock issued for wages**
    
    
    -
    
    
    -
    
    
    **23,400,000**
    
    
    
    **23,400**
    
    
    **201,600**
    
    
    -
    
    
    **225,000****December
      2003 - stock issued for cash**
    
    
    -
    
    
    -
    
    
    **109,200,000**
    
    
    
    **109,200**
    
    
    **(4,200**
    **)**
    
    -
    
    
    **105,000****Net
      (Loss) for the year ended****January
      31, 2004**
    
    
    -
    
    
    -
    
    
    -
    
    
    
    -
    
    
    -
    
    
    **(69,746**
    **)**
    
    **(69,746**
    **)****Balance
      at January 31, 2004**
    
    
    **-**
    
    
    **-**
    
    
    **158,719,907**
    
    
    
    **158,719**
    
    
    **2,206,736**
    
    
    **(2,268,187**
    **)**
    
    **97,268****June
      2004 - shares issued for****mining
      license**
    
    
    **400,000**
    
    
    **400**
    
    
    **2,600,000**
    
    
    
    **2,600**
    
    
    **847,000**
    
    
    -
    
    
    **850,000****November
      26, 2004 - stock issued for****rounding**
    
    
    -
    
    
    -
    
    
    **35**
    
    
    
    -
    
    
    -
    
    
    -
    
    
    **-****Net
      (Loss) for the year ended****January
      31, 2005**
    
    
    -
    
    
    -
    
    
    -
    
    
    
    -
    
    
    -
    
    
    **(1,085,153**
    **)**
    
    **(1,085,153**
    **)****Balance
      at January 31, 2005**
    
    
    **400,000**
    
    
    **400**
    
    
    **161,319,942**
    
    
    
    **161,319**
    
    
    **3,053,736**
    
    
    **(3,353,340**
    **)**
    
    **(137,885**
    **)**
     ***Page
- 22***
  SUN OIL
& GAS CORPORATION
 (Formerly
Gaofeng Gold Corp.)
 (A
Development Stage Company)
 NOTES TO THE FINANCIAL STATEMENTS
 JANUARY
31, 2005 AND 2004
 
 **NOTE
1-**  **SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Organization
 Sun Oil
& Gas Corporation (Formerly Gaofeng Gold Corp.) (the Company) was
incorporated on August 20, 1998 under the laws of the State of Nevada as
Editworks, Ltd. In 2001, the Company changed its name to Trilucent Technologies
Corp. The Company changed its name to Anza Innovations, Inc. in 2003. In 2004,
the Company changed its name to Gaofeng Gold Corp. and then later in 2004 to Sun
Oil & Gas Corporation. The Company is currently engaged in gold mining and
exploration for oil and gas.
 
 Accounting
Method
 The
Company recognizes income and expense on the accrual basis of
accounting.
 
 Cash
and Cash Equivalents
 The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.
 
 Earnings
(Loss) Per Share
 The
computation of earnings per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial
statements.
 
 For
      the years Ended
      January
      31
    From
      Inception August 20, 1998 through January 31,2005
    2004
    2005Income
      (loss) numerator
    $
      (1,085,153)
    $
      (69,746)
    $(3,353,340)Shares
      (denominator)
    158,719,913
    50,567,030
    33,529,765
 
 Fiscal
Year End
 The
Company has elected a January 31 fiscal year end.
 
 Provision
for Income Taxes
 No
provision for income taxes has been recorded due to net operating loss carry
forwards totaling approximately $3,350,000 that will be offset against future
taxable income. These NOL carry forwards begin to expire in the year 2019. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carry forward will expire
unused.
 
 
 ***Page
- 23***
 
 SUN OIL
& GAS CORPORATION
 (Formerly
Gaofeng Gold Corp.)
 (A
Development Stage Company)
 NOTES TO
THE FINANCIAL STATEMENTS
 JANUARY
31, 2005 AND 2004
 
 
 **NOTE
1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)**
 
 Provision
for Income Taxes (Cont’d)
 Deferred
tax assets and the valuation account is as follows at January 31, 2005 and
2004:
 
 January
      312005
    2004Deferred
      tax asset:NOL
      carry forward
    $
      1,139,937
    $
      770,775Valuation
      allowance
    (
      1,139,937)
    (
      770,775)Total
    $
      ----
    $
      ----
 
 Revenue
Recognition
 Revenues
will be recorded when earned. As of December 31, 2004, the Company had not
earned any revenues in several years. Should the gold mine produce marketable
ore, the Company will recognize revenues when the ore is sold. Oil and gas
operations have not commenced however when and if such operations commence and
hydrocarbons are produced in commercial quantities revenues will be recorded
when the oil is gathered and or the gas is received at the gas
plant.
 
 Use of
Estimates
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 Impairment
of Long-Lived Assets to Be Disposed
 The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of Long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell.
 
 ***Page
- 24***
 
 SUN OIL
& GAS CORPORATION
 (Formerly
Gaofeng Gold Corp.)
 (A
Development Stage Company)
 NOTES TO
THE FINANCIAL STATEMENTS
 JANUARY
31, 2005 AND 2004
 
 
 
 **NOTE
2 -**  **GOING
CONCERN**
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has had recurring operating losses
and is dependent upon financing to continue operations. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty. It is management’s plan to raise capital in order to pursue its
business operations, thus creating necessary operating revenue.
 
 **NOTE
3 -**  **DEVELOPMENT
STAGE COMPANY**
 
 The
Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. It is concentrating substantially all of its
efforts in raising capital and defining its business operation in order to
generate significant revenues.
 
 **NOTE
4 -**  **ACQUISITION
AND RESCISSION OF ACQUISITION OF SUBSIDIARY**
 
 On
February 27, 2001, the Board of Directors and shareholders of the Company
approved a plan of reorganization and acquisition with TriLucent Technologies,
Inc. (TTI), a private Nevada Company. Pursuant to the agreement the Company
exchanged 249,600 shares of their common stock for all of the outstanding shares
of TTI, increased the number of shares authorized to 100,000,000, and changed
their name to TriLucent Technologies, Corporation. Also pursuant to the
agreement, certain shareholders of the Company returned 688,233 shares of the
Company’s common stock to facilitate the acquisition.
 
 On
January 31, 2002, the Board of Directors and shareholders of the Company
approved a plan of rescission of the acquisition of TTI. Pursuant to the
agreement, the Company exchanged the TTI shares which were acquired in the
acquisition for their shares which were issued in the acquisition. The
investment recorded on the date of the acquisition has been reversed and the
inter-company accounts have been eliminated and recorded through additional paid
in capital. The January 31, 2002 financial statements include the operations of
TTI from February 27, 2001, the date of acquisition, to January 31, 2002, the
date of the plan of rescission.
 
 
 
 
 ***Page
- 25***
 
 SUN OIL
& GAS CORPORATION
 (Formerly
Gaofeng Gold Corp.)
 (A
Development Stage Company)
 NOTES TO
THE FINANCIAL STATEMENTS
 JANUARY
31, 2005 AND 2004
 
 
 
 **NOTE
5-**  **REORGANIZATION
AND SPIN-OFF**
 
 On
September 1, 2000, the Board of Directors and shareholders of the Company
approved a plan of reorganization and spin-off whereby the operations and assets
of the Company were spun out to NetFilms, Inc., a subsidiary of the Company. The
shareholders of the Company were then issued shares in NetFilms,
Inc.
 
 **NOTE
6 -**  **STOCK
SPLIT**
 
 On
November 26, 2004, the Company completed a 2.6 for 1 forward stock split. The
financial statements have been retroactively restated for the stock
split.
 
 In June
2004, the Company completed a 1.5 for 1 forward. The financial statement have
been retroactively restated for the stock split.
 
 In
October 2002, the Company completed a reverse stock split of 4 for 5. The
financial statements have been retroactively restated for the stock
split.
 
 In April
2001 and November 2001, the Company completed a forward stock split of 2 for 1
and a reverse split of 1 for 100, respectively. The financial statements have
been retroactively restated for the stock splits.
 
 In
September 2000, the Company completed a forward stock split of 10 for 1. The
financial statements have been retroactively restated for the stock
split.
 
 **NOTE
7 -**  **RELATED
PARTY TRANSACTIONS**
 
 During
the year ended January 31, 2004, the Company issued 6,000,000 shares of common
stock to and officer in settlement of accrued wages of $225,000.
 
 During
the year ended January 31, 2004, a shareholder of the Company forgave an
accounts payable of $37,132.
 
 
 
 ***Page
- 26***
 
 
 
 SUN OIL
& GAS CORPORATION
 (Formerly
Gaofeng Gold Corp.)
 (A
Development Stage Company)
 NOTES TO
THE FINANCIAL STATEMENTS
 JANUARY
31, 2005 AND 2004
 
 
 **NOTE
8 -**  **INVESTMENT
IN CLOVELLY PROSPECT**
 
 On
December 30, 2004 the Company entered into an agreement with ORX Resources to
participate in the first test well to be drilled on the Clovelly Prospect
located in Lafourche Parish, Louisiana. The Company agreed to pay ORX $27,303
for 10% of all ORX’s right, title and interest to all oil, gas and mineral
leases, farm-out agreements or other contracts currently owned by ORX Resources
within the boundaries of the Clovelly Prospect. If the “Initial Test Well” is
capable of producing oil or gas in commercial quantities, the Company may elect
to proceed with completion and be obligated to fund 10% of all costs associated
with completing the well. As of January 31, 2005 the Company had not funded the
investment in the Clovelly Prospect nor had it received an estimate of
completion costs in the event the operator chooses the complete the “Initial
Test Well”.
 
 **NOTE
9 -**  **INVESTMENT
IN GOLD MINING PROPERTY**
 
 In June
2004, the Company entered into a joint venture arrangement with Jiu Gao Feng
Mining Industries Company Limited to jointly produce gold ore from mining
properties located in China. The Company’s capitalized cost in the joint venture
arrangement was $954,988. As of
January 31, 2005, the mining joint venture had failed to produce gold ore in
commercial quantities. The Company wrote down the carrying value of the joint
venture to $-0-.
 
 **NOTE
10 -**  **NOTE
PAYABLE**
 
 In June
2004 the Company signed a 4% interest note payable. The note payable comes due
on February 7, 2019 calling for the payment of principal and accrued interest
through maturity.
 
 **NOTE
11 -**  **RECENT
PRONOUNCEMENTS**
 
 During
the year ended December 31, 2003, the Company adopted the following accounting
prono
 ·
    SFAS
      No. 143, Accounting for Asset Retirement
Obligations;
 ·
    SFAS
      No. 145, Rescission of FASB Statements 4, 44, and 64, amendment of
      Statement 13, and Technical Corrections;
 ·
    SFAS
      No. 146, Accounting for Exit or Disposal
Activities;
 ·
    SFAS
      No. 147, Acquisitions of certain Financial Institutions; and
 ·
    SFAS
      No. 148, Accounting for Stock Based
Compensation.
 ·
    SFAS
      No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
      Activities;
 
  ***Page
- 27***
 
 SUN OIL
& GAS CORPORATION
 (Formerly
Gaofeng Gold Corp.)
 (A
Development Stage Company)
 NOTES TO
THE FINANCIAL STATEMENTS
 JANUARY
31, 2005 AND 2004
 
 
 **NOTE
11 -**  **RECENT
PRONOUNCEMENTS-CONTINUED**
 
 ·
    SFAS
      No. 150, Accounting for Certain Financial Instruments with Characteristics
      of both Liabilities and Equity
 
 In
addition, during the year ended December 31, 2003, FASB Interpretations No. 45
and No. 46, along with various Emerging Issues Task Force Consensuses (EITF)
were issued and adopted by the Company and had no impact on its financial
statements.
 
 These
newly issued accounting pronouncements had no effect on the Company’s current
financial statements and did not impact the Company.
 
 **NOTE
12 -**  **STOCKHOLDERS’
EQUITY TRANSACTIONS**
 
 Preferred
Stock
 The
Company is authorized to issue 10,000,000 $0.001 par value preferred
shares.
 
 In June
2004 as part of the investment in the gold mining joint venture the Company
issued 400,000 preferred shares. The preferred shareholders are entitled to vote
at meetings of stockholders and are entitled to vote their shares at 23.4 votes
for each preferred share represented. Further, the preferred shares are
convertible into common shares of the Company at the rate of 23.4 common shares
for each preferred share surrendered. The preferred shares do not pay dividends
and are convertible at any time at the election of the preferred shareholder. As
of January 31, 2005, no preferred shares had been converted.
 
 Common
Stock
 The
Company is authorized to issue 200,000,000 $0.001 par value common
shares.
 
 In
November 2004, the transfer agent for the Company issued 35 due to rounding
associated with forward stock spits effectuated during 2004.
 
 In June
2004, the Company issued 2,600,000 shares of its common shares as part of its
investment in the gold mining joint venture.
 
 In
December 2003, the Company issued 109,200,000 shares of its common stock for
$105,000 in cash.
 
 
 ***Page
- 28***
 
 SUN OIL
& GAS CORPORATION
 (Formerly
Gaofeng Gold Corp.)
 (A
Development Stage Company)
 NOTES TO
THE FINANCIAL STATEMENTS
 JANUARY
31, 2005 AND 2004
 
 
 
 **NOTE
12 -**  **STOCKHOLDERS’
EQUITY TRANSACTIONS-CONTINUED**
 
 
 Common
Stock-Continued
 In
November 2003, the Company issued 23,400,000 common shares for back wages of
$225,000.
 
 In
October 2002, the Company issued an additional 227,510 for
rounding.
 
 In 2002,
the Company issued 18,144,750 common shares in satisfaction of $382,541 in
debts.
 
 In April
2002, the Company issued 3,900,000 common shares for $175,000 in services
associated with rescinding the acquisition of a subsidiary.
 
 In
December 2001, the Company issued 63 common shares due to rounding.
 
 In
November 2001, the Company issued 2,730,000 common shares in satisfaction of
$1,257,834 in liabilities.
 
 In
October 2001, the Company issued 39,000 common shares for $10,000 in
services.
 
 In
February 2001, the Company cancelled 2,752,932 originally issued for
$125,736.
 
 In April
2000, the Company issued 162,240 common shares for $26,000 in cash.
 
 In
January 1999, the Company issued 828,360 common shares for cash of
$265,500.
 
 In August
1998, the Company issued 4,712,916 common shares for $6,042 in organization
costs.
  ***Page
- 29***
  ****
 **Item****8** **. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.** None.
 
 **Item
8A. Controls and Procedures.**
 
 The
Company, under the supervision of the President, has conducted an evaluation of
the effectiveness of the design and operation of the Company’s disclosure
controls and procedures within ninety (90) days of the filing date of this
Annual Report. Based upon the results of this evaluation, the Company believes
that they maintain proper procedures for gathering, analyzing and disclosing all
information in a timely fashion that is required to be disclosed in its reports
under the Securities Exchange Act of 1934, as amended. There have been no
significant changes in the Company’s controls subsequent to the evaluation
date.
 
 There
were no significant changes in the Company’s internal control or in other
factors that could significantly affect the Company’s internal controls
subsequent to the evaluation date.
 
  
 **PART III**
 
 
 **Item****9****.
Directors and Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act.**
 
 As of the
date of this Annual Report, the directors and executive officers of the Company
are as follows:
 
 Name    Age    Position
 
 Peter
Wilson   37    President
& Chief Executive Officer
 
 
 ****
 **Biographies
of Officers and Directors**
 
 PETER
WILSON, Director.
Mr. Wilson specializes in corporate development and the provision of structured
project financing and senior management services to both public and private
companies. He has over 11 years of successful public company finance experience
and has previously been involved in the field of real estate merchant banking.
In addition to his position with the Company, Mr. Wilson currently serves as
Chief Financial Officer and Director of Azure Resources Corp. and as President
of Sterling Grant Capital Inc., a private consulting company. Mr. Wilson has
held senior positions in several publicly traded companies including Samoth
Capital Corporation (Director of Corporate Development) and Samoth Equity
Corporation (Vice-President).
 
 **Involvement
in Certain Legal Proceedings**
 
 As of the
date of this Annual Report, no director or executive officer of the Company is
or has been involved in any legal proceeding concerning (i) any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time; (ii) any conviction in a criminal proceeding or being
subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses) within the past five years; (iii) being subject to any order,
judgment or decree permanently or temporarily enjoining, barring, suspending or
otherwise limiting involvement in any type of business, securities or banking
activity; or (iv) being found by a court, the Securities and Exchange Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law (and the judgment has not been reversed, suspended
or vacated).
 
 ***Page
- 30***
 
 
 **Audit
Committee**
 
 As of the
date of this Annual Report, the Company has not appointed members to an audit
committee and, therefore, the respective role of an audit committee has been
conducted by the Board of Directors of the Company. When established, the audit
committee's primary function will be to provide advice with respect to the
Company's financial matters and to assist the Board of Directors in fulfilling
its oversight responsibilities regarding finance, accounting, tax and legal
compliance. The audit committee's primary duties and responsibilities will be
to: (i) serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system; (ii) review and
appraise the audit efforts of the Company's independent accountants; (iii)
evaluate the Company's quarterly financial performance as well as its compliance
with laws and regulations; (iv) oversee management's establishment and
enforcement of financial policies and business practices; and (v) provide an
open avenue of communication among the independent accountants, management and
the Board of Directors.
 
 The Board
of Directors has considered whether the regulatory provision of non-audit
services is compatible with maintaining the principal independent accountant's
independence.
 
 **Audit
Committee Financial Expert** ****
 
 As of the
date of this Annual Report, the Board of Directors of the Company has determined
that the Company does not have an audit committee financial expert nor does the
Company have an audit committee.
 
 **Compliance
with Section 16(a) of the Exchange Act**
 
 Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
directors and officers, and the persons who beneficially own more than ten
percent of the Common Stock of the Company, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Copies of all
filed reports are required to be furnished to the Company pursuant to Rule 16a-3
promulgated under the Exchange Act. Based solely on the reports received by the
Company and on the representations of the reporting persons, the Company
believes that these persons have complied with all applicable filing
requirements during the fiscal year ended January 31, 2005.
 
 **Item****10****.
Executive Compensation.**
 
 Management
has devoted only an insubstantial amount of time to date, on the affairs of this
corporation. No compensation has been accrued or paid to date, nor has any plan
of compensation been adopted as of this time. The costs of doing business are
believed to be adequately reflected in our financial statements, and are
reflected in the billings to us, by our consultant. Please refer to Item 12 of
this Part III, for more information and disclosure about our principal
consultant.
 
 
 
 **THE
REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK**
 
 
 ***Page
- 31***
 
 
 
 **Summary
Compensation, Table A.** The
disclosure of Executive compensation is provided in the tabular form required by
the Securities and Exchange Commission, pursuant to Regulation 228.402.
 
 
 Long
      Term CompensationAnnual
      Compensation
    Awards
    Payoutsa
      
      
      
      Name
      and
      Principal
      Position
    b
      
      
      
      
      
      Year
    c
      
      
      
      
      
      Salary
      ($)
    d
      
      
      
      
      
      Bonus
      ($)
    e
      
      
      Other
      Annual
      Compen-sation
      ($)
    f
      
      
      Restricted
      Stock
      Awards
      ($)
    g
      Securi-ties
      Under-
      lying
      Options
      SARs
      (#)
    h
      
      
      
      
      LTIP
      Payouts
      ($)
    i
      
      
      All
      Other
      Compen-sation
      ($)Peter
      Wilson,
    2005
    $120,000
    0
    0
    0
    0
    0
    0President
    2004
    0
    0
    0
    0
    0
    0
    02003
    0
    0
    0
    0
    0
    0
    0
 ****
 
 
 **Item****11****.
Security Ownership of Certain Beneficial Owners and
Management.**
 
 As of the
date of this Annual Report, there are 100,812,252 shares of Common Stock issued
and outstanding. The following table sets forth information as of the Record
Date concerning: (i) each person who is known by the Company to own beneficially
more than 5% of the Company's outstanding Common Stock; (ii) each of the
Company's executive officers, directors and key employees; and (iii) all
executive officers and directors as a group. Common Stock not outstanding but
deemed beneficially owned by virtue of the right of an individual to acquire
shares within 60 days is treated as outstanding only when determining the amount
and percentage of Common Stock owned by such individual. Except as noted, each
person or entity has sole voting and sole investment power with respect to the
shares of Common Stock shown.
 
 Title
      of Class
    
    Name
      and Address of Beneficial Owner
    
    Amount
      and Nature of beneficial Ownership
    
    Percent
      of ClassCommon
      Stock
    
    Peter
      G. Wilson, President & CEO
    
    -
    
    -875
      Fairmile Road West Vancouver, BC, V7S 1R4Common
      Stock
    
    Khan
      C. Tran, former President & CEO
    
    -
    
    -Common
      Stock
    
    All
      officers and directors as a group (2 persons)
    
    -
    
    -
 
 ***Page
- 32***
 
 There are
no arrangements or understandings among the entities and individuals referenced
above or their respective associates concerning election of directors or other
any other matters which may require shareholder approval.
 
 
 **Item****12****.
Certain Relationships and Related Transactions.**
 
 With the
exception of the current month-to-month contractual relations between the
Company and Mr. Wilson as described below, as of the date of this Annual Report,
the Company has not entered into any contractual arrangements with related
parties other than those transactions resulting primarily from advances made by
related parties to the Company. The Board of Directors of the Company has not
adopted or approved any policy regarding possible future transactions with
related third parties.
 
 The
executive officers and directors of the Company may be engaged in other
businesses, either individually or through partnerships and corporations in
which they may have an interest, hold an office or serve on the boards of
directors. The executive officers and directors of the Company may have other
business interests to which they may devote a portion of their time. Certain
conflicts of interest, therefore, may arise between the Company and its
executive officers and directors. Such conflicts can be resolved through the
exercise by such executive officers and directors of judgment consistent with
their fiduciary duties to the Company. The executive officers and directors
intend to resolve such conflicts in the best interests of the Company. Moreover,
the executive officers and directors will devote his time to the affairs of the
Company as they deem necessary.
 
 
 **Management
Contract**
 
 A
significant and estimated service agreement for the Company for fiscal year 2005
is the aggregate amount of $120,000 to be paid to the Company’s Officer and
Director for consulting financial, managerial and technical services to the
Company. See “Item 10. Executive Compensation” and “Item 12. Certain
Relationships and Related Transactions.”
 
 
 **Indemnification
Provisions** ****
 
 Section
78.7502 of the Nevada Revised Statutes contains provisions for indemnification
of the officers and directors of the Company. Nevada law provides for
indemnification (which may eliminate any personal liability of a director to the
Company or its shareholders for monetary damages for gross negligence or lack of
care in carrying out the director's fiduciary duties) if a director or officer
acts in good faith in a manner reasonably believed to be in, or not opposed to,
the best interests of the Company. A director or officer may be indemnified as
to any matter in which he successfully defends himself.
  
 The
officers and directors of the Company are accountable to the shareholders of the
Company as fiduciaries, which means such officers and directors are required to
exercise good faith and integrity in handling the Company's affairs.
 
 A
shareholder may be able to institute legal action on behalf of himself and all
other similarly situated shareholders to recover damages where the Company has
failed or refused to observe the law. Shareholders may, subject to applicable
rules of civil procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the Company due to a
breach of a fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.
  ***Page
- 33***
 
 Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense or any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
 
 The
Company has no agreements with any of its directors or executive officers
providing for indemnification of any such persons with respect to liability
arising out of their capacity or status as officers and directors.
 
 At
present, there is no pending litigation or proceeding involving a director or
executive officers of the Company as to which indemnification is being sought.
 
 
 **Item****13****.
Exhibits, Financial Statement Schedules, and Reports on Form
8-K.**
 
 (a) The
following exhibits are filed as part of this Annual Report:
 
 Exhibit
31 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or
15d-14(a).
 
 Exhibit
32 Certifications Under Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes -Oxley Act.
 
 
 
 (b) Reports on Form 8-K:
 
 (i)
    Report
      on Form 8-K filed on February 18, 2004; Item 4. Change in Registrant
      Certifying Accountants; Item 5. Other
Events.
 (ii)
    Report
      on Form 8-K filed on April 26, 2004; Item 6. Changes in Registrant’s
      Directors.
 (iii)
    Report
      on Form 8-K filed on May 28, 2004; Item 6. Changes in Registrant’s
      Directors.
 (iv)
    Report
      on Form 8-K filed on June 7, 2004; Item 2. Acquisition or Disposition of
      Assets.
 (v)
    Report
      on Form 8-K filed on June 22, 2004; Item 2. Acquisition or Disposition of
      Assets.
 (vi)
    Report
      on Form 8-K filed on July 01, 2004; Item 5. Other Events.
 (vii)
    Report
      on Form 8-K filed on November 17, 2004; Item 5. Other
    Event.
 (viii)
    Report
      on Form 8-K filed on January 4, 2005; Item 1.01. Entry into a Material
      Definitive Agreement; Item 2.03 Creation of a Direct financial Obligation;
      Item 5.03. Amendments to Articles of Incorporation; Item 8.01. Other
      Event.
  ***Page
- 34***
 
 **ITEM 14. Professional Accountant Fees and
Services**
 
 **Audit
Fees**
 
 During
fiscal year ended January 31, 2005, the Company incurred approximately
$ in fees to its
principal independent accountant for professional services rendered in
connection with preparation and audit of the Company's financial statements for
fiscal year ended January 31, 2005 and for the review of the Company's financial
statements for the fiscal quarters ended October 31, 2004 and July 31, 2004. The
Company incurred approximately $ in fees
to it’s current principal independent accountant for professional services
rendered in connection with the
review of the quarter ended October 31, 2004.
 
 
 **Financial
Information Systems Design and Implementation Fees** ****
 
 During
fiscal year ended January 31, 2005, the Company did not incur any fees for
professional services rendered by its principal independent accountant for
certain information technology services which may include, but is not limited
to, operating or supervising or managing the Company's information or local area
network or designing or implementing a hardware or software system that
aggregate source data underlying the financial statements.
 
 **All
Other Fees** ****
 
 During
fiscal year ended January 31, 2005, the Company did not incur any other fees for
professional services rendered by its principal independent accountant for all
other non-audit services which may include, but is not limited to, tax-related
services, actuarial services or valuation services.
 
 
 
 
 
 **SIGNATURES**
 
 
 Pursuant
to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the individual capacities
and on the date indicated.
 
 
 ***Sun
Oil & Gas Corp.***
 **
 
 Dated:
May 15, 2005
 
 
 By
 
 /s/*Peter
G. Wilson*
 Peter G.
Wilson
 Sole
Officer and Director
 
 ***Page
- 35***
 
   EXHIBIT 31
    ***Page
- 36***




**CERTIFICATIONS
PURSUANT TO SECTION 302**
   I, Peter G.
Wilson , certify
that:
  1. I have
reviewed this Annual report on Form 10Q-SB of Sun Oil
& Gas, Corp. ;
  2. Based
on my knowledge, this Annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Annual report;
  3. Based
on my knowledge, the financial statements, and other financial information
included in this Annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this Annual report;
  4. The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
  a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this Quarterly report is being prepared;
  b)
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this Annual
report (the "Evaluation Date"); and
  c)
presented in this Annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
  5. The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
  a) all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
  b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and
  6. The
registrant's other certifying officers and I have indicated in this Annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
   Dated: May
16, 2005
   /s/*Peter
G. Wilson*
Peter G.
Wilson
Sole
Officer and Director
  ***Page
- 37***
    EXHIBIT 32
    ***Page
- 38***
  **CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,**
 AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 **CERTIFICATION
OF CUSTODIAN**
  In
connection with the Annual Report of Sun Oil
& Gas, Corp. , a Nevada corporation (the "Company"), on 10-KSB for the
period ended January
31, 2005 as
filed with the Securities and Exchange Commission (the "Report"), I, Peter G.
Wilson ,
President/Director of the Company, certify, pursuant to 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
  (1) The
Report fully complies with the requirements of section 13(a) or 15(d)
of  the
Securities Exchange Act of 1934; and
  (2) The
information contained in the Report fairly presents, in all material  respects,
the financial condition and results of operations of the Company.
   Dated: May
16, 2005


/s/*Peter
G. Wilson*
Peter G.
Wilson
Sole
Officer and Director
    ***Page
- 39***