On October 29, 2009, Sunflower Capital, LLC entered into a purchase agreement with Jamielu Miller individually and as representative of certain other shareholders of Nicaragua Rising Inc. (the "Company"), pursuant to which Sunflower Capital, LLC acquired an aggregate of 9,916,000 shares of common stock from Jamielu Miller and 1,175,100 shares of common stock from certain other shareholders for aggregate consideration of $335,000. Upon the closing of the purchase on November 5, 2009, Sunflower Capital, LLC acquired 98.5% of the Company's issued and outstanding common stock and attained voting control of the Company.

The following table sets forth certain information, as of November 10, 2009 with respect to the beneficial ownership of the Company's outstanding common stock.

Name of Beneficial Owner Common StockBeneficially Owned Percentage of Common Stock (1)

Sunflower Capital, LLC(2)                       11,091,100                          98.5%
William P. Moore(2)                             11,091,100                          98.5%
Jamielu Miller                                      84,000                              *

All officers and directors                      11,175,100                         99.25%
as a group (2 persons)

*less than one percent (1%)

(1) Applicable percentage ownership is based on 11,260,000 shares of common stock outstanding as of November 10, 2009, together with other securities exercisable or convertible into shares of common stock within 60 days of such date by each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently obtainable or obtainable within 60 days of November 10, 2009 by exercise or conversion of other securities are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise set forth, the address of the beneficial owners listed herein shall be the Company's address at 10801 Mastin, Suite 920, Overland Park, KS 66210.

(2) William P. Moore has voting and dispositive power over the shares of common stock held by Sunflower Capital, LLC.

(3) William P. Moore, our sole officer, is a managing member of Sunflower Capital, LLC and has voting and dispositive power over the shares of common stock held by Sunflower Capital, LLC.

The Company was a "shell company", as defined in Rule 12b-2 of the Exchange Act prior to the change of control. In accordance with paragraph (8) of Item 5.01 of Form 8-K, the Company is required to provide the information that would be required if the Company were filing a Form 10 registration statement under the Exchange Act. In accordance with Item 5.01(a)(8) of Form 8-K such information is hereby incorporated by reference to the Company's Registration Statement on Form SB-2 as originally filed with the Securities Exchange Commission on December 21, 2007.

On November 5, 2009, Jamielu Miller, the Company's President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and sole director resigned from all of her officer positions with the Company, and has agreed to resign as a director of the Company. On November 5, 2009, as the sole director of the Company, Jamielu Miller appointed William P. Moore to serve as the Company's President, Chief Executive Officer, Chief Financial Officer and Secretary. Additionally, Jamielu Miller, as sole director of the Company, appointed William P. Moore to serve on the Company's board of directors, and upon the effectiveness of Jamielu Miller's resignation, Mr. Moore shall be the sole director of the Company.

William P. Moore has been a director and the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company since November 5, 2009. Since 1994, Mr. Moore has been a co-owner, director and secretary of Continental Coal Inc., a privately-held surface mining company operating in Kansas and Missouri.