UNITED STATES

SECURITY AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C/A

Information Statement Pursuant to Section 14(c)

Of the Securities Exchange Act of 1934 (Amendment No._________)

Check the appropriate box:

x  Preliminary Information Statement

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

¨  Definitive Information Statement

SUNRISE ENERGY RESOURCES, INC.

(Name of Registrant As Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

x  No fee required

¨  Fee computed on table below as per Exchange Act Rules 14c-5(g) and 0-11

(1) Title of each class of securities to which transaction applies:

____________________________________________________________

(2) Aggregate number of securities to which transaction applies:

____________________________________________________________

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

____________________________________________________________

(4) Proposed maximum aggregate value of transaction:

____________________________________________________________

(5) Total fee paid:

____________________________________________________________

¨ Fee paid previously with preliminary materials

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

____________________________________________________________

(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

____________________________________________________________

(4) Date Filed:

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SUMMARY TERM SHEET

Transaction: The Transaction contemplated by this information statement involves the transfer by Sunrise Energy Resources, Inc. (“Sunrise” or the “Company”) to Millington Solutions LLC of Sunrise’s entire 100% holdings in the operating subsidiaries: Esko Pivnich and Pari. Therefore, the Transaction will result in the transfer of all assets and discontinuance of operations. Upon closing, Sunrise Energy Resources, Inc. will have no substancial residual assets or operations.

Consideration: In consideration of the Transaction Millington Solutions LLC shall rescind, void and cancel its rights associated with the convertible debenture notes of tranches CD-1001, CD-1009, CD-1011 and CD-1013 in the total amount of $5,864,837 including principal and accrued interest under the notes.

Assumption of liabilities: Millington 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.

Effective closing date: March 30, 2009

Subsequent Operations: Upon closing of the Transaction, Sunrise Energy Resources, Inc. plans to seek new viable business opportunities and/or merger candidates. The Company plans to work with its existing shareholders, potential future shareholders and lenders to secure sufficient funds to finance general and administrative expenses in the interim.

Risks: There can be no assurance that the Company’s efforts to find a viable business opportunity, find a suitable a merger candidate or raise sufficient financing will be successful. In addition, no assurance can be given as to the timing of the above efforts.

Millington Solutions LLC: Millington is a private investment company registered in London, England. Millington focuses in portfolio investments in debt and equity securities of oil&gas and energy companies operating in Western and Eastern Europe.

Millington Contact

Information: Millington Solutions LLC

Suite 401, 302 Regent Street,

London, W1R 6HH, United Kingdom

OTHER SIGNIFICANT INFORMATION

Past Contacts, Negotiations and Agreement with Millington Solutions LLC

Placement of Convertible Notes

We were introduced to Millington Solutions LLC (“Millington”) by our trading partners in early 2005. No commissions or introduction fees were paid by Sunrise to any party in regard to any financing received from Millington.

Effective March 30 and June 6, 2006, Sunrise Energy Resources, Inc. executed a Convertible Note Subscription Agreement with Millington Solutions LLC to complete a $1.0 million and $2.0 million, respectively, private placement financing in the form of 10% convertible notes. Each tranche will mature in 3 years of the receipt of funds. The coupon is accrued at the rate of 10% per annum on the unconverted amount and is payable annually on each 12 month anniversary of each tranche until conversion or maturity. The Notes can be converted into Common shares of the Company at a conversion price of $2.20 at the holder's option at any time before the maturity date of each tranche. For Notes converted between interest due dates, the interest would accrue pro-rata and would be paid in the form of additional shares of the Company's Common stock. The number of such additional shares shall be calculated at the same conversion price.

On July 25, 2006 the Company executed a Convertible Note Subscription Agreement with Millington Solutions LLC for the total amount of $1.0 million with 6% сoupon and the conversion price of $1.40 per share. All other terms were identical to the Convertible Note Subscription Agreements that were signed on March 30 and June 6, 2006.

On February 1, 2007, the Company executed Convertible Note Subscription Agreement with Millington Solutions Limited for the total amount of $1.0 million with 7% сoupon and the conversion price of $3.00 per share. All other terms were identical to the Convertible Note Subscription Agreements that were signed on March 30 and June 6, 2006.

Interest Capitalization

On March 15, 2007 the Company and Millington Solutions Ltd. agreed that interest accrued under the Convertible Debenture Note agreements CD-1001, CD-1009, CD-1011 and CD-1013 (“the Notes”) may be at the Borrower’s election paid when due in accordance with the Convertible Debenture Note terms; or fully or partially capitalized. In the event, the Borrower elects to capitalize the accrued interests under the Notes, the accrued interest shall be added to the outstanding principal. Following such election, the interest in subsequent periods shall accrue on the increased principal balance at the rate provided by each Convertible Debenture Note agreement. The increased outstanding principal may be converted into the Borrower’s shares of common stock in accordance with the terms of each Convertible Debenture Note. On March 20, 2007, the Borrower elected to capitalize the interest payments on CD-1001 and CD-1009 due on the first annual anniversary of each tranche.  In addition, on July 10, 2007, the Borrower elected to capitalize the interest payments on CD-1011 due on the first annual anniversary of each tranche. On February 1, 2008, the Borrower elected to capitalize the interest payments on CD-1013 due on the first annual anniversary of each tranche. Further, on March 20, 2008, the Borrower elected to capitalize the interest payments on CD-1001 and CD-1009 due on the second annual anniversary of each tranche.  In addition, on July 10, 2008, the Borrower elected to capitalize the interest payments on CD-1011 due on the second annual anniversary of each tranche.

Millington Solutions was duly notified of the Borrower’s election and the Lender’s acknowledgement of the above election is kept on the Company’s file.

Technical Default on Millington Notes

Pursuant to Clause 1 of the Convertible Debenture Agreements CD-1001, CD-1009, CD-1011 and CD-1013, the Company was obligated to repay the principal together with the accrued interest within 3 (three) years of the receipt of funds. The first Convertible Debenture Agreement CD-1001 for the face value of $917,200 is dated March 30, 2006 and matures on March 30, 2009. On March 13, 2008, Millington Solutions LLC notified the Company that it did not intend to extend the maturity date of CD-1001 as well as the maturity dates of CD-1009, CD-1011 and CD-1013 tranches. Accordingly, in the event, the Company failed to secure adequate financing to service the redemption of CD-1001 in the amount of $1,211,621 including interest accrued to March 30, 2009, the Company would be in default on CD-1001.

Furthermore, pursuant to Clause 3 - “Lender’s Right of Acceleration” of the Convertible Debenture Agreements CD-1001, CD-1009, CD-1011 and CD-1013, Millington had the right, to declare the entire unpaid principal and interest under the Note due immediately if the Borrower fails to make any payment of principal or interest within fifteen days after its due date or if one or more judgments which in the aggregate exceed $100,000 are entered against the Borrower. Accordingly, in the event, of the Company’s failure to secure adequate financing to service the redemption of CD-1001 and/or any other tranche, the Company would technically be in default on all tranches CD-1001, CD-1009, CD-1011 and CD-1013 which at that time become immediately due for repayment in the total amount of $5,684,837 including capitalized interest as of March 31, 2009.

Disposition of assets and discontinuance of operations

On March 27, 2009, the Company received a proposal from Millington Solutions LLC to transfer all Company’s assets to Millington Solutions LLC in exchange for the total extinguishment of all liability to Millington Solutions LLC including but not limited to principal and interest accrued under the convertible debenture notes CD-1001, CD-1009, CD-1011 and CD-1013. Upon deliberation, the management on March 30, 2009 determined to accept the proposal of Millington Solutions LLC for the following key reasons:

·     The Company received a notice from Millington Solutions LLC stating that Millington did not intend to extend the maturity date of the Millington Notes. The Company’s inability to make the payment of principal and interest accrued under CD-1001 in the amount of $1,211,621 would result in the Company technically defaulting on all Millington Notes in the total amount of $5,684,837 including principal and interest. The Company believed that it had exhausted its best efforts to raise external financing to redeem CD-1001 in the first instance and other Millington Notes;

·     All of the Company’s licenses expire during 2009 and were unlikely to be renewed due to the absence of proved reserves, uncertain prospects and a significant capital infusion required to renew the licenses and further develop them.

·     For the aforesaid reasons it was determined that the management was justified in accepting the proposal submitted by Millington Solutions. As a result of transferring all operations to Millington Solutions, the company’s operating activities may be deemed as discontinued and upon the conclusion of the disposal the Company will have no significant residual assets or operations.

On June 24, 2009, the Company and Millington Solutions LLC executed a Share Purchase Agreement regarding the transfer of 100% stakes in Esko Pivnich and Pari to Millington in full settlement of the Millington Notes. The transaction was contingent on receiving the board approval and the majority common stockholder approval both of which were obtained on June 30, 2009.

The Company and Millington Solutions have agreed that regardless of the actual date of executing the definitive agreements, March 30, 2009 shall be deemed the effective closing date for the disposal.

Reports, Opinions, Appraisal and Negotiations

Prior to the disposal of its wholly owned operating subsidiaries Esko Pivnich and Pari the Company had 8 properties all of which were located in the Ukraine. The Company’s production activities were limited to Karaikozovsk lease located in Eastern Ukraine. The remaining licenses held by Esko Pivnich and Pari were not explored and did not have any material commercial production of hydrocarbons. All of the Company’s licenses expire during 2009 and were unlikely to be renewed due to the absence of proved reserves, uncertain prospects and a significant capital infusion required to renew the licenses and further develop them.

In June 2007, Sunrise engaged Netherland, Sewell and Associates, Inc. (NSAI), an independent petroleum engineering and consulting firm to evaluate the reserves of the Karaikozovsk lease in accordance with the guidelines of the United States Securities and Exchange Commission.

NSAI is regarded is one of the most reputable oil & gas reserve appraisers in the United States. According to several potential investors that we communicated with in early 2007, NSAI was very conservative and, therefore, enjoyed the trust of the investors. In addition, according to the most recent John S. Herold, Inc. survey, more companies choose NSAI for their SEC reserves reporting than any other consulting firm. NSAI clients include British Petroleum, ChevronTexaco, ConocoPhilips, Occidental Petroleum, Shell and other majors and large independents. Also, NSAI had worked in the Ukraine performing reserves evaluation for other publicly traded companies and was familiar with the regional geology. The total compensation paid to NSAI amounted to approximately $45,500. More information on NSAI is available on www.netherlandsewell.com.

On March 11, 2009 Sunrise received a letter from NSAI stating that as of December 31, 2008, there were no proved reserves in Karaikozovsk field. NSAI’s evaluation was prepared using constant prices and costs. Based on the prices and costs used in NSAI’s evaluation, which was conducted in accordance with the guidelines of the U.S. Securities and Exchange Commission (SEC), NSAI determined that there were no proved reserves for Karaikozovsk property as of December 31, 2008. NSAI also stated that estimates of reserves may increase as result of future operations. In accordance with SEC guidelines, NSAI did not estimate any probable or possible reserves that may exist for Karaikozovsk property. Supporting geologic, field performance, and work data are kept on file in NSAI’s office.

NOTICE OF ACTION TAKEN PURSUANT TO

WRITTEN CONSENT OF STOCKHOLDERS

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED

NOT TO SEND US A PROXY.

To the Stockholders of Sunrise Energy Resources, Inc.:

Pursuant to the requirements of Section 14(c) of the Securities and Exchange Act of  1934,  as  amended, the accompanying  Notice of Action Taken  Without  a  Meeting  of  Stockholders and Information  Statement  (the "Information Statement") are being furnished by the Board of Directors of Sunrise Energy Resources, Inc. ("Sunrise" or the “Corporation”) to Sunrise's stockholders of record on June 30, 2009 to provide information with respect to an action taken by written consent (“the Consent”) of the holders of a majority of the outstanding shares of Sunrise’s common stock:

No meeting of stockholders will be held, nor is one being called.  The matters to be acted upon by the Consent are set forth as follows:

1.  To approve the disposal of the Ukrainian operating subsidiaries Esko Pivnich and Pari in settlement of convertible debenture notes held by Millington Solutions LLC;

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED

NOT TO SEND US A PROXY.

Your vote or consent is not requested or required to approve these matter. The accompanying Information Statement is provided solely for your information.

By order of our Board of Directors,

/s/ David Melman

David Melman

Chairman of the Board of Directors

Dated: [      ], 2009

INFORMATION STATEMENT

OF

SUNRISE ENERGY RESOURCES, INC.

570 Seventh Avenue, Suite 800

New York, NY, 10018

(917) 463-4210

THIS INFORMATION STATEMENT IS BEING PROVIDED

TO YOU BY THE BOARD OF DIRECTORS OF

SUNRISE ENERGY RESOURCES, INC.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED

NOT TO SEND US A PROXY.

This Information Statement is being furnished to the stockholders of Sunrise Energy Resources, Inc., a Delaware corporation (the “Corporation”), in connection with the authorization of the corporate action described below by the Corporation’s Board of Directors by unanimous written consent on June 30, 2009, and the approval of such corporate action by the written consent dated June 30, 2009, of those stockholders entitled to vote a majority of the aggregate shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”) outstanding on such date. Stockholders who currently exercise voting power over an aggregate of approximately 20,012,434 shares, or approximately 85.00% of the Corporation's outstanding Common Stock, approved the corporate action described below. Accordingly, all necessary corporate approvals in connection with the matters referred to herein have been obtained and this Information Statement is furnished solely for the purpose of informing the stockholders of the Corporation pursuant to the requirements of Section 14(c) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), of this corporate action before it takes effect.

ACTION BY THE BOARD OF DIRECTORS

AND

CONSENTING STOCKHOLDERS

By unanimous written consent of the Board of Directors of the Corporation on June 30, 2009, the Board of Directors adopted resolutions approving the transfer of 100% interests in the Corporation’s wholly owned Ukrainian subsidiaries Esko Pivnich and Pari to Millington Solutions LLC (the “Transaction”) in full settlement of principal and interest under convertible debenture notes CD-1001, CD-1009, CD-1011 and CD-1013 in the total amount of $5,864,837 and proposing that such resolution be submitted for a vote of the stockholders of the Corporation (the “Board Consent”). The Board Consent is attached hereto as Appendix A. The action taken by the Board of Directors with respect to the disposal was subsequently adopted by the written consent of the Corporation’s stockholders entitled to vote a majority of the shares of Common Stock outstanding on June 30, 2009 (the “Stockholder Consent”). The Stockholder Consent is attached hereto as Appendix B.

VOTE OBTAINED – DELAWARE LAW

Pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), unless otherwise provided in the certificate of incorporation, any corporate action required to be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted. In order to eliminate the cost and management time involved in holding a special meeting, our Board of Directors voted to utilize and obtained the written consent of the holders of a majority in interest of our Common Stock. As of June 30, 2009 there were 23,541,987 shares of the Corporation's Common Stock, par value $.001 per share ("Common Stock"), issued and outstanding.

Stockholders holding in the aggregate 20,012,434 shares, or approximately 85.00% of the Corporation's outstanding Common Stock approved the corporate action.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth, as of June 30, 2009, certain information concerning beneficial ownership of the Corporation's Common Stock by (i) each person known to the Corporation to own 5% or more of the Corporation's Common Stock, (ii) each director of the Corporation and (iii) all directors and officers of the Corporation as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given have sole voting and investment power over the shares shown as beneficially owned, subject to community property laws where applicable.

The following table sets  forth, as of the date hereof, the names, addresses, amount  and nature of beneficial ownership and percent of such ownership of each person known to our Corporation to be the beneficial owner of more than five percent (5%) of  our  Corporation's  Common  Stock:

NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNER		PERCENT OF CLASS
Burisma Holdings Ltd.* 17 Gr. Xenopoulou Street, 3106, Limassol, Cyprus		16,355,768		69.48	%

* Burisma Holdings Ltd. is equally owned by Messrs. Lisin and Zlochewsky, citizens of Ukraine.

The following table sets forth, as of the date hereof, the names, addresses, amount and nature of beneficial ownership and percent of such ownership of the Corporation's Common Stock of each of the officers and directors of the Corporation, and the officers  and directors of the Corporation as a group:

NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNER		PERCENT OF CLASS
David Melman		256,545		1.09	%
Chairman of the Board
5353 Memorial Drive, Suite 4012
Houston, TX 77007
All officers and directors as a group		256,545		1.09	%

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director, executive officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the Transaction that is not shared by all other stockholders of the Corporation.

FORWARD-LOOKING STATEMENTS

This Information Statement contains "forward-looking statements," which represent  Sunrise's  expectations  or  beliefs, including, but not limited to, statements concerning  industry performance and Sunrise's results, operations, performance,  financial  condition, plans, growth and strategies, which include, without limitation, statements preceded or followed by or that include the words "may,"  "will,"  "expect,"  "anticipate,"  "intend,"  "could,"  "estimate,"  or "continue"  or  the  negative  or  other  variations  thereof  or  comparable terminology.

Any statements contained in this Information Statement that are not statements of historical fact may be deemed to be forward-looking statements. These statements by their nature involve substantial risks and uncertainties, some of which are beyond Sunrise's control, and actual results may differ materially depending on a variety of important factors, many of which are also beyond Sunrise's control. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Information Statement. Sunrise does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this information statement or to reflect the occurrence of unanticipated events, except to the extent such updates and/or revisions are required to prevent these forward-looking statements from being materially false or misleading.

WHERE YOU CAN FIND MORE INFORMATION

Sunrise is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, pursuant to which Sunrise files reports and other information with the SEC. These reports and other information may be inspected and copied at public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies may be obtained at prescribed rates from the Public Reference Section of the SEC at its principal office in Washington, D.C. The SEC also maintains an internet web site that  contains  periodic and other reports, proxy and information statements and other  information  regarding  registrants,  including  Sunrise,  that  file electronically  with  the  SEC. The address of the SEC's web site is http://www.sec.gov.

All information concerning Sunrise contained in this Information Statement has been furnished by Sunrise. No person is authorized to make any representation with respect to the matters described in this Information Statement other than those contained  in this Information Statement and if given or made must not be relied upon as having been authorized by Sunrise or any other person.

Sunrise has not authorized anyone to give any information or make any representation about our company that is different from, or in addition to, that contained in this Information Statement. Therefore, if anyone gives you such information, you should not rely on it. This Information Statement is dated [         ], 2009. You should not assume that the information contained in this document is accurate as of any other date unless the information specifically indicates that another date applies.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have been filed with the SEC, are incorporated into this Information Statement and specifically made part of this Information Statement:

Annual Report on Form 10-K for the year ended December 31, 2008;

Current report on Form 8-K dated March 16, 2009;

Quarterly report on Form 10-Q for the quarter ended March 31, 2009;

Current report on Form 8-K dated March 25, 2009;

Current report on Form 8-K dated March 25, 2009;

Current report on Form 8-K dated April 3, 2009;

Current report on Form 8-K dated June 29, 2009;

Copies of documents, other than exhibits to such documents that are not specifically incorporated by reference in this Information Statement, are available without charge to any person to whom this Information Statement is delivered, upon written or oral request to: Sunrise Energy Resources, Inc., 570 Seventh Avenue, Suite 800, New York, NY, 10018, telephone (917) 463-4210.

[    ], 2009

/s/ David Melman

David Melman

Chairman of the Board of Directors

APPENDIX A

UNANIMOUS WRITTEN CONSENT OF

THE BOARD OF DIRECTORS OF

SUNRISE ENERGY RESOURCES INC.

The undersigned, being all of the members of the Board of Directors (the “Board”) of Sunrise Energy Resources, Inc., a Delaware corporation (the “Corporation”), do hereby adopt the following resolutions by written consent in lieu of a meeting of the Board of the Corporation, pursuant to Section 141 (f) of the Delaware General Corporation Law:

WHEREAS, during 2006-2007 the Corporation raised $4,560,000 through the sale of convertible debenture notes (the “Notes”) to Millington Solutions LLC (“Millington”) which held the Notes as of March 30, 2009; and

WHEREAS, as of March 30, 2009 the total amount due to Millington under the Notes including principal and accrued interest amounted to $5,864,837; and

WHEREAS, the Corporation’s management believes that in the current market environment, it will be unable to raise any significant amount to service and redeem the Notes; and

WHEREAS, on March 30, 2009, the management of the Corporation determined to accept Millington’s proposal to transfer Sunrise’s 100% interests in its wholly owned Ukrainian subsidiaries Esko Pivnich and Pari to Millington in full settlement of amounts due to Millington (the “Transaction”); and

WHEREAS, upon closing of the Transaction, Millington 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; and.

WHEREAS,the Transaction is pending the approval of the Board of the Corporation and in the event such approval is granted, the effective date of the transaction shall be March 30, 2009.

NOW, THEREFORE, BE IT,

RESOLVED,that the Board hereby authorizes and approves the Transaction; and be it further

RESOLVED,that the Board hereby authorizes the Corporation to seek by written consent the approval by the holders of a majority of the Corporation’s outstanding common stock (the “Stockholders”) of the Transaction; and be it further

RESOLVED,that the closing of the Transaction is contingent upon approval by the Stockholders; and be it further

RESOLVED,that the Corporation upon approval of the Stockholders, shall prepare and file with the Securities and Exchange Commission an Information Statement on Schedule 14C with respect to the approval of the Transaction by written consent in lieu of a general stockholders’ meeting; and be it further

RESOLVED,that the close of business on June __, 2009, be, and it hereby is, fixed as the record date for the determination of stockholders of record of the Corporation entitled to receive a copy of the Information Statement; and be it further

RESOLVED,that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, with each such officer having the full authority to act without the participation or consent of any other officer, to do and perform any and all such other acts and things, and to take or omit to take any and all such further action, abd to execute and deliver any and all such further agreements, instruments, certificates and other documents (including waiver agreements), in the name and on behalf of the Corporation and under its corporate seal or otherwise, as each of the officers may, in his or her discretion, deem necessary or appropriate in order to perform or otherwise satisfy, in whole or in part, any and all of the purposes and intents of these resolutions.

This unanimous written consent of the Board of Directors of the Corporation may be executed in counterparts, each of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Corporation, have hereunto set their hands as of [          ], 2009.

/s/ David Melman	/s/ Leon Golden	/s/ Konstantin Tsiryulnikov
David Melman	Leon Golden	Konstantin Tsiryulnikov

APPENDIX B

WRITTEN CONSENT OF

THE HOLDERS OF A MAJORITYOF THE OUTSTANDING SHARES

OF COMMON STOCK OF

SUNRISE ENERGY RESOURCES INC.

The undersigned, being holders of a majority of the issued and outstanding shares (the “Holders”) of common stock, par value $.001 per share (the “Common Stock”) of Sunrise Energy Resources, Inc., a Delaware corporation (the “Corporation”) pursuant to Section 228 of the General Corporation Law of the State of Delaware, hereby consent to the adoption of the following resolutions taking or authorizing the actions specified therein:

WHEREAS, during 2006-2007 the Corporation raised $4,560,000 through the sale of convertible debenture notes (the “Notes”) to Millington Solutions LLC (“Millington”) which held the Notes as of March 30, 2009; and

WHEREAS, as of March 30, 2009 the total amount due to Millington under the Notes including principal and accrued interest amounted to $5,864,837; and

WHEREAS, the Corporation’s management believes that in the current market environment, it will be unable to raise any significant amount to service and redeem the Notes; and

WHEREAS, on March 30, 2009, the management of the Corporation determined to accept Millington’s proposal to transfer Sunrise’s 100% interests in its wholly owned Ukrainian subsidiaries Esko Pivnich and Pari to Millington in full settlement of amounts due to Millington (the “Transaction”); and

WHEREAS, upon closing of the Transaction, Millington 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; and.

WHEREAS,the Transaction is pending the approval of the Board of Directors of the Corporation and in the event such approval is granted, the effective date of the transaction shall be March 30, 2009; and

WHEREAS,the Board of the Corporation has authorized the Corporation to seek the written consent of the Holders to approve the Transaction.

NOW, THEREFORE, BE IT,

RESOLVED,that the Holders hereby approve the Transaction; and be it further

RESOLVED,that the Board hereby authorizes the Corporation to seek by written consent the approval by the holders of a majority of the Corporation’s outstanding common stock (the “Stockholders”) of the Transaction; and be it further

RESOLVED,that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, with each such officer having the full authority to act without the participation or consent of any other officer, to do and perform any and all such other acts and things, and to take or omit to take any and all such further action, abd to execute and deliver any and all such further agreements, instruments, certificates and other documents (including waiver agreements), in the name and on behalf of the Corporation and under its corporate seal or otherwise, as each of the officers may, in his or her discretion, deem necessary or appropriate in order to perform or otherwise satisfy, in whole or in part, any and all of the purposes and intents of these resolutions.

This written consent of the Holders may be executed in counterparts, each of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned, holders of a majority of the Corporation’s outstanding shares of common stock, have hereunto set their hands as of June 30, 2009.

Name:	Signed by:	Number of Common Stock Beneficially Owned:	% of Class
Burisma	/s/ Andrey Kicha	16,355,768	69.48%
	Andriy Kicha
Huntington Ventures Inc.	/s/ Igor Minaev	865,024	3.67%
	Igor Minaev
Wellburn Resources, Inc.	/s/ Lyubov Drobyshevska	831,691	3.53%
	Lyubov Drobyshevska
Stockton Travis Partners	/s/ Evgen Marchevsky	840,024	3.57%
	Evgen Marchevsky
Independent	/s/ Igor Samarin	831,691	3.53%
Commonwealth	Igor Samarin
Resources, Inc.
David Melman	/s/ David Melman	256,545	1.09%
	David Melman
Tunbridge Falcon	/s/ Vyacheslav Pridiba	31,691	0.13%
Industries, Inc.	Vyacheslav Pridiba