UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED): April 3, 2009
SUNRISE
ENERGY RESOURCES, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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84-0938688
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification
Number)
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570
Seventh Avenue, Suite 800
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New
York, New York
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10018
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(Address
of principal executive office)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (917) 4634210
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01 Acquisition
or disposition of assets
On March
30, 2009, the management of Sunrise Energy Resources, Inc. (the “Company”)
determined to accept the proposal of Millington Solutions LLC to transfer all
Company’s assets in settlement of all amounts due to Millington Solutions LLC
including without limitations the principal and interest accrued under the
convertible debenture notes CD-1001, CD-1009, CD-1011 and C-1013 in the total
amount of $5,864,837. The aforesaid transfer shall be made through a surrender
to Millington of the Company’s entire interests in Esko Pivnich and Pari, the
Company’s subsidiaries in Ukraine. In addition, Millington Solutions LLC has
agreed to assume all obligations of Esko Pivnich and Pari whether existing prior
to closing of the transaction or arising thereafter, including without
limitation any and all legal costs, taxes and penalties, government fees and
levies and environmental remediation costs related to the oil & gas leases.
The transaction is currently pending the board approval and in the event such
approval is granted, the effective date of the transaction shall be March 30,
2009. Following the completion of the transaction, the Company would become a
blank-check company.
Item
5.01 Changes
in control of Registrant.
On March
30, 2009, the Company’s majority stockholder: Halton Impex Corporation notified
the Company that they surrendered their 16,355,767 shares representing 69.47% in
the Company to Burisma Holdings Limited for a nominal consideration. Burisma
Holdings Limited is a Cypriot corporation equally controlled by Messrs. Nikolay
Lisin and Nikolay Zlochewsky both residents of Ukraine. Burisma Holdings Limited
covenanted to undertake its best efforts to fund the Company’s on-going expenses
and search for viable merger opportunities. The surrendering shareholders
believed that this step would benefit the Company and its remaining
stockholders.
Item
9.01 Financial
Statements and Exhibits
16.1
Letter, dated March 27, 2009 from Millington Solutions LLC to the
Company
16.2
Letter, dated March 30, 2009 from the Company to Millington Solutions
LLC
This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, (i) statements
with respect to the Company’s plans, objectives, expectations and intentions;
and (ii) other statements identified by words such as “may”, “could”, “would”,
“should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”
or similar expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the forward
looking statements. These forward-looking statements involve certain risks and
uncertainties that are subject to change based on various factors (many of which
are beyond the Company’s control).
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Sunrise
Energy Resources, Inc.
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Dated: April
3, 2009
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By:
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/s/ Konstantin
Tsiryulnikov
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Konstantin Tsiryulnikov,
CEO
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