Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Event Cardio Group Inc. | Financial_Report.xls |
| EX-31.1 - Event Cardio Group Inc. | ex31-1.htm |
| EX-32.2 - Event Cardio Group Inc. | ex32-2.htm |
| EX-32.1 - Event Cardio Group Inc. | ex32-1.htm |
| EX-31.2 - Event Cardio Group Inc. | ex31-2.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission File Number: 0-52518
Exact name of small business issuer as specified in its charter
|
NEVADA
|
20-8051714
|
|
|
(State or other jurisdiction of
|
I.R.S. Employer
|
|
|
incorporation or organization)
|
Identification No.
|
1108 West Valley Blvd, STE 6-399
Alhambra, CA 91803
(Address of principal executive offices)
(626) 407-2618
Issuer's telephone number
Check whether the registrant (1) filed all documents and reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes x No o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,882,273 shares as of July 20, 2012.
Transitional Small Business Disclosure Format (Check one): Yes o No x
2
SUNRISE HOLDINGS LIMITED
INDEX
|
PART I: FINANCIAL INFORMATION
|
||
|
Item 1: Financial Statements:
|
||
|
Balance Sheets as of June 30, 2012 and September 30, 2011 (unaudited)
|
4
|
|
|
Statements of Expenses for the three months and nine months ended June 30, 2012 and 2011, and from October 25, 2005 (inception) to June 30, 2012 (unaudited)
|
5
|
|
|
Statements of Cash Flows for the nine months ended June 30, 2012 and 2011, and from October 25, 2005 (inception) to June 30, 2012 (unaudited)
|
6
|
|
|
Notes to the Financial Statements (unaudited)
|
7
|
|
|
Item 2: Management's Discussion and Analysis or Plan of Operations
|
8
|
|
|
Item 3: Quantitative and Qualitative Disclosures About Market Risk
|
9
|
|
|
Item 4: Controls and Procedures
|
9
|
|
|
Item 1: Legal Proceedings
|
10
|
|
|
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
|
10
|
|
|
Item 3: Defaults upon Senior Securities
|
10
|
|
|
10
|
||
|
Item 5: Other Information
|
10
|
|
|
Item 6: Exhibits and Reports on Form 8-K
|
10
|
|
|
Signatures
|
11
|
3
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
SUNRISE HOLDINGS LIMITED
(an Development Stage Company)
BALANCE SHEETS
AS OF JUNE 30, 2012 AND SEPTEMBER 30, 2011
|
JUNE 30, 2012
(Unaudited)
|
SEPTEMBER 30,2011
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$
|
857
|
$
|
649
|
||||
|
Total current assets
|
857
|
649
|
||||||
|
TOTAL ASSETS
|
$
|
857
|
$
|
649
|
||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
1,347
|
$
|
1,496
|
||||
|
Advances from company officers
|
19,036
|
11,036
|
||||||
|
Total Current Liabilities
|
20,383
|
12,532
|
||||||
|
TOTAL LIABILITIES
|
20,383
|
12,532
|
||||||
|
Stockholders' Equity (Deficit)
|
||||||||
|
Preferred Stock, $.001 par value; 10,000,000 shares authorized,
|
||||||||
|
10,000,000 shares issued and outstanding
|
10,000
|
10,000
|
||||||
|
Common Stock, $.001 par value; 190,000,000 shares authorized,
|
||||||||
|
6,882,273 shares issued and outstanding at June 30, 2012 and at September 30, 2011
|
6,882
|
6,882
|
||||||
|
Additional paid-in capital
|
168,065
|
168,065
|
||||||
|
Deficit accumulated during the development stage
|
(204,473
|
)
|
(196,830
|
)
|
||||
|
Total Stockholders' Equity (Deficit)
|
(19,526
|
)
|
(11,883
|
)
|
||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
857
|
$
|
649
|
||||
The accompanying notes are an integral part of these financial statements.
4
(an Development Stage Company)
STATEMENTS OF EXPENSES
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012 AND 2011 AND THE PERIOD
FROM OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2012
(Unaudited)
|
October 25, 2005
|
||||||||||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
(Inception) to
|
||||||||||||||||||
|
June 30
|
June 30
|
June 30,
|
||||||||||||||||||
|
2012
|
2011
|
2012
|
2011
|
2012
|
||||||||||||||||
|
Expenses:
|
||||||||||||||||||||
|
Exploration costs
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
37,956
|
||||||||||
|
General and administrative expenses
|
2,495
|
2,279
|
7,643
|
31,778
|
229,061
|
|||||||||||||||
|
Total Operating Expenses
|
2,495
|
2,279
|
7,643
|
31,778
|
267,017
|
|||||||||||||||
|
Net operating (loss)
|
(2,495
|
)
|
(2,279
|
)
|
(7,643
|
)
|
(31,778
|
)
|
(267,017
|
)
|
||||||||||
|
Operating Income (Expense)
|
||||||||||||||||||||
|
Interest income
|
-
|
-
|
-
|
-
|
64,960
|
|||||||||||||||
|
Gain on extinguishment of accounts payable
|
-
|
-
|
-
|
-
|
5,669
|
|||||||||||||||
|
Interest expense
|
-
|
-
|
-
|
-
|
(8,085
|
)
|
||||||||||||||
|
Total Other Income and (Expense)
|
-
|
-
|
-
|
-
|
62,543
|
|||||||||||||||
|
Net Loss
|
$
|
(2,495
|
)
|
$
|
(2,279
|
)
|
$
|
(7,643
|
)
|
$
|
(31,778
|
)
|
$
|
(204,473
|
)
|
|||||
|
Net Loss per Common Share - Basic and Diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||||||
|
Per Share Information:
|
||||||||||||||||||||
|
Weighted Average Number of Common Stock
|
||||||||||||||||||||
|
Shares Outstanding - Basic and Diluted
|
6,882,273
|
6,282,273
|
6,882,273
|
6,282,273
|
||||||||||||||||
See the accompanying summary of accounting policies and notes to the financial statements.
5
(an Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 2012 AND 2011 AND THE PERIOD
FROM OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2012
|
October 25, 2005
|
||||||||||||
|
For Nine Months Ended
|
(Inception) to
|
|||||||||||
|
June 30,
|
June 30,
|
|||||||||||
|
2012
|
2011
|
2012
|
||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net Loss
|
$
|
(7,643
|
)
|
$
|
(31,778
|
)
|
$
|
(204,473
|
)
|
|||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Stocks issued for services
|
-
|
22,200
|
68,031
|
|||||||||
|
Deprecation
|
-
|
-
|
3,795
|
|||||||||
|
Gain on extinguishment of accounts payable
|
-
|
-
|
(5,669
|
)
|
||||||||
|
Imputed interest on shareholder advance
|
-
|
-
|
2,711
|
|||||||||
|
Increase (decrease) in interest receivable
|
-
|
-
|
(33,259
|
)
|
||||||||
|
Increase (decrease) in accounts payable
|
(149)
|
-
|
7,016
|
|||||||||
|
Net Cash Flows Used in Operating Activities
|
(7,792
|
)
|
(9,578
|
)
|
(161,848
|
)
|
||||||
|
Cash Flows from Investing Activities:
|
||||||||||||
|
Purchase of assets
|
-
|
-
|
(1,795
|
)
|
||||||||
|
Net Cash Flows Used for Investing Activities
|
-
|
-
|
(1,795
|
)
|
||||||||
|
Cash Flows from Financing Activities:
|
||||||||||||
|
Stocks issued for cash
|
-
|
-
|
3,045,464
|
|||||||||
|
Shares Rescinded
|
-
|
-
|
(2,400,000
|
)
|
||||||||
|
Repayment for advance from company officer
|
-
|
-
|
(500,000
|
)
|
||||||||
|
Advance from company officer
|
8,000
|
10,000
|
19,036
|
|||||||||
|
Net Cash Flows Provided by Financing Activities
|
8,000
|
10,000
|
164,500
|
|||||||||
|
Net Increase (Decrease) in Cash
|
208
|
422
|
857
|
|||||||||
|
Cash and cash equivalents - Beginning of period
|
649
|
1,549
|
-
|
|||||||||
|
Cash and cash equivalents - End of period
|
$
|
857
|
$
|
1,971
|
$
|
857
|
||||||
|
SUPPLEMENTARY INFORMATION
|
||||||||||||
|
Interest Paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Taxes Paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Supplement disclosure of non cash investing and financing activities:
|
||||||||||||
|
Reduction of note in connection with share rescission
|
$
|
500,000
|
||||||||||
See the accompany summary of accounting policies and notes to the financial statements.
6
SUNRISE HOLDINGS LIMITED
(an Exploration Stage Company)
(Unaudited)
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim consolidated financial statements of Sunrise Holdings Limited have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") and the rules of the Securities and Exchange Commission, and should be read in conjunction with Sunrise's audited 2011 annual financial statements and notes thereto filed with the SEC on form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Sunrise's 2011 annual financial statements have been omitted. The Company's fiscal year end is September 30.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2012, there were no cash equivalents.
Income Taxes
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.
There was no current or deferred income tax expense or benefits for the periods ending September 30, 2011 and June 30, 2012.
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share . ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at June 30, 2012, the Company had no potentially dilutive shares.
Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Recently Issued Accounting Standards
In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives." The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity's first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.
In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), "Consolidation (Topic 810): Amendments for Certain Investment Funds." The amendments in this Update are effective as of the beginning of a reporting entity's first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company's adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.
In February 2010, the FASB issued ASU No. 2010-09 "Subsequent Events (ASC Topic 855)" "Amendments to Certain Recognition and Disclosure Requirements" ("ASU No. 2010-09"). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company's financial position and results of operations.
In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2010-06, "Improving Disclosures about Fair Value Measurements." ASU No. 2010-06 amends FASB Accounting Standards Codification ("ASC") 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers' disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company's financial statements.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company's financial statements.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company's financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Sunrise's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $204,473 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2012, all of which raise substantial doubt about Sunrise's ability to continue as a going concern.
Note 3 - Related Party Transactions
For the three months ended June 30, 2012, an officer of the Company advanced $2,000 to the Company to pay for the general and administrative expenses. For the nine months ended June 30, 2012, an officer of the Company advanced $8,000 to the Company to pay for the general and administrative expenses. These advances are unsecured, non-interest bearing and have no fixed terms of repayment.
Note 4 - Subsequent Events
There have been no reportable subsequent events through the date of issuance of this report.
7
Item 2. Management's Discussion and Analysis of Financial Condition or Results of Operations
Forward-looking Information
This quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause our actual results to differ materially from those indicated by such forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.
The following discussion should be read along with our financial statements as of December 31, 2011, which are included in another section of this document and with our Form 10-K as of September 30, 2011 which contains a more detailed discussion of our plan. This discussion contains forward-looking statements about our expectations for our business and financial needs. These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations. The cautionary statements made in our Report on Form 10-K should be read as applying to all forward-looking statements in any part of this report.
General
The following discussion and analysis summarizes the results of operations of Sunrise Holdings Limited, Inc. (the "Sunrise" or "we") for the quarter ended June 30, 2012.
Sunrise is a mining resource company that currently is working to identify and develop projects in Asia. At present, the Company doesn't own any mining property and has no current operating income.
Results of Operations
Comparison of the three months ended June 30, 2012 and 2011
For the three-month period ended June 30, 2012 compared to the three-month period ended June 30, 2011, Sunrise had a net loss of $2,495 compared to a net loss of $2,279, respectively. This increase in net loss was due to an increase in general and administrative expenses.
General and administrative expenses increased 9% to $2,495 during the three-month period ended June 30, 2012 as compared to $2,279 for the comparable period in 2011. This increase was mainly due to the increase in professional fee.
Comparison of the nine months ended June 30, 2012 and 2011
For the nine-month period ended June 30, 2012 compared to the nine-month period ended June 30, 2011, Sunrise had a net loss of $7,643 compared to a net loss of $31,778, respectively. This decrease in net loss was due to a decrease in general and administrative expenses.
General and administrative expenses decreased 76% to $7,643 during the nine-month period ended June 30, 2012 as compared to $31,778 for the comparable period in 2011. This decrease was mainly due to the decrease in issuances of shares to officers of the Company for their services.
Liquidity and Capital Resources
At June 30, 2012, Sunrise had current assets of $857, working capital deficit of $19,526, and had $7,792 of net cash used by operations during the nine-month period ended June 30, 2012.
8
Management is currently looking for more capital to complete our corporate objectives. In addition, we may engage in joint activities with other companies. Sunrise cannot predict the extent to which its liquidity and capital resources will be diminished prior to the consummation of a business acquisition or whether its capital will be further depleted by its operating losses. Sunrise has some discussions concerning potential business cooperation or combination with other companies but no final agreement has been reached yet.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control Over Financial Reporting
In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended December 31, 2011 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.
9
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
N/A
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
N/A
Item 3 Defaults Upon Senior Securities
N/A
Item 4 Removed and Reserved
N/A
Item 5 Other Information
N/A
Item 6 Exhibits
Exhibit Number, Name and/or Identification of Exhibit
|
31.1
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification of the Chief Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
32.2
|
Certification of the Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
July 20, 2012
|
Sunrise Holdings Limited
|
|
|
By:
|
/s/ Xuguang Sun
|
|
|
Xuguang Sun, Chief Executive Officer and President
|
||
11