United States

Securities and Exchange Commission

Washington, DC 20549

 

FORM 10-K

 

x ANNUAL REPORT UNDER 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the year ended September 30, 2012

 

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the transition period from ______________ to ______________

 

Commission file Number: 0-52518

 

SUNRISE HOLDINGS LIMITED

Exact name of small business issuer as specified in its charter

 

 

Nevada		20 - 8051714
(State or other jurisdiction of incorporation or organization)		I.R.S. Employer Identification No.

 

1108 W. Valley Blvd, STE 6-399

Alhambra, CA 91803 United States

(Address of principal executive offices)

 

(626) 407-2618

Issuer's telephone number

 

Securities registered under Section 12(b) of the Exchange Act:

 

None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, $0.001 par value per share

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨

 

Indicate by check mark whether the registrant (1) has filed all reports 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. Yes x  No ¨

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

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
(Do not check if a smaller reporting company.)

 

 

 

 

 

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x  No ¨

 

Aggregate market value of voting common equity held by non-affiliates as of March 30, 2012: $31,698 approximately

 

The number of shares of the registrant’s class of common stock, $0.001 par value, outstanding at December 21, 2012: 6,882,273

 

 

2 

 

 

INDEX

 

			Page Number
Item Number	PART I
Item 1	Description of Business			4
Item 1A	Risk Factors			4
Item 1B	Unresolved Staff Comments			4
Item 2	Description of Property			5
Item 3	Legal Proceedings			5
Item 4	Mine Safety Disclosures			5
	PART II
Item 5	Market for Common Equity and Related Stockholder Matters			6
Item 6	Management's Discussion and Analysis or Plan of Operation			6
Item 7	Quantitative and Qualitative Disclosures About Market Risk			7
Item 8	Financial Statements			7
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			7
Item 9A	Controls and Procedures			7
	PART III
Item 10	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act			8
Item 11	Executive Compensation			9
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			10
Item 13	Certain Relationships and Related Transactions, and Director Independence			11
Item 14	Principal Accountant Fees and Services			11
Item 15	Exhibits			11
Signatures				23

 

 

 

3 

 

 

 

PART I

 

ITEM 1.      DESCRIPTION OF BUSINESS

 

General

 

Sunrise Holdings Limited ("Sunrise") is a mining resource company that currently is working to identify and develop some projects in Asia.  At present, the Company has no current operating income.

 

Background

 

Sunrise was incorporated on October 25, 2005, in the State of Nevada as a wholly owned subsidiary of Magnum d'Or Resources, Inc. ("Magnum"), a publicly traded registered public company (trading symbol MDOR), that was traded on the NASD Electronic Bulletin Board over-the-counter market (OTC-BB). On October 25, 2005, Magnum transferred all of its mining rights and options to acquire mining claims in Mongolia to Sunrise which comprised substantially all of the assets of Magnum. Sunrise continued the exploration program of Magnum in Mongolia and earned the right to exercise the options on its mining claims and to obtain a 100% ownership interest in its two mining claims called the Khul Morit property and the Shandi property. On December 15, 2006, Sunrise incorporated a wholly owned subsidiary called Oriental Magnum Inc. in Mongolia to hold the title of its mining claims. On September 20, 2007, Sunrise completed its spin-off from Magnum to Magnum's stockholders of record on January 23, 2007. On September 28, 2007, Sunrise decided not to renew its Shandi license for business reason. In May 5, 2008, Sunrise decided to abandon and terminate its mining rights in its Khul Morit undeveloped mining properties because it had determined that the substantial costs of additional exploratory drilling and geological testing and evaluation would not be desirable for the Company. On December 22, 2008, the Company decided not to renew its Mongolia subsidiary Oriental Magnum Inc. On March 2, 2009, the Company also sold its subsidiary “eFuture International Limited” that had zero assets and liabilities to its chief executive officer for $2,000.

 

Employees

 

Sunrise at present has two employees.

 

Officers devote only such time to the affairs of the Company as they deem appropriate. Management of the Company expects to use consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating businesses to acquire. The need for employees and their availability will be addressed in connection with a decision whether or not to acquire or participate in a specific business industry.

 

Name Change

 

On March 27, 2008, our board of directors and the majority holders of the Company’s capital stock jointly approved amendments to our Articles of Incorporation by written consent to change its name from “Sunrise Mining Corporation” to “Sunrise Holdings Limited” because the operations of the Company will be more diversified and expanded in the future and therefore a new corporate name is appropriate.

 

Patents and Trademarks

 

We do not own, either legally or beneficially, any patents or trademarks.

 

Item 1A . Risk Factors

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 

Item 1B.  Unresolved Staff Comments

 

None

 

 

4 

 

 

 

ITEM 2.      DESCRIPTION OF PROPERTY

 

The principal executive offices of the Company are located at 1108 W. Valley Blvd., Suite 6-399, Alhambra, CA 91803, provided by an officer and director of the Company at no cost to the Company.

 

ITEM 3.      LEGAL PROCEEDINGS

 

The Company is not a party to any material pending legal proceedings, and to the best of its knowledge, no such proceedings by or against the Company have been threatened.

 

ITEM 4.      MINE SAFETY DISCLOSURES

 

None

 

 

5 

 

 

PART II

 

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

 

Although quotations for the Company's Common Stock appear on the NASD over-the-counter Electronic Bulletin Board, there is no established trading market for the Common Stock. Since the Company obtained the ticker symbol (OTCBB: SUIP) on November 20, 2007, transactions in the Common Stock can only be described as sporadic. Consequently, the Company is of the opinion that any published prices cannot be attributed to a liquid and active trading market and, therefore, are not indicative of any meaningful market value.

 

The following table sets forth for the respective periods indicated the prices of the Company's Common Stock on the NASD over-the-counter Electronic Bulletin Board. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

 

Calendar Quarter Ended		High Bid			Low Bid
December 31, 2011		$	.017		$	.0055
March 31, 2012		$	.0288		$	.0055
June 30, 2012		$	.0185		$	.002
September 30, 2012		$	.098		$	.0035

 

As of December 18, 2012, the closing price for the Company's Common Stock was $0.0066 per share. There are no outstanding options or warrants to purchase shares of Common Stock of the Company.

 

Since its inception, no dividends have been paid on the Company's Common Stock. The Company intends to retain any earnings for use in its business activities, so it is not expected that any dividends on the Common Stock will be declared and paid in the foreseeable future.

 

At September 30, 2012, there were approximately 106 holders of record of the Company's Common Stock.

 

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

Forward Looking Information and Cautionary Statements

 

When used in this report in this Form 10-K, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect Sunrise's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the headings "Item 1. Description of Business", including "Risk Factors" and "Item 6. Management's Discussion and Analysis of Financial Condition or Plan of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.

 

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 hereof to conform such statements to actual results.

 

General

 

The Company currently does not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to:

 

(i)

filing Exchange Act reports, and

 

(ii)

investigating, analyzing and consummating a business activity that can generate operating income.

 

6  

 

 

We believe we will be able to meet these costs through use of funds loaned to or invested in us by our stockholders, management or other investors.

 

The following discussion and analysis summarizes the results of operations of Sunrise Holdings Limited, Inc. (the "Sunrise" or we") for the year ended September 30, 2012.

 

Results of Operations

 

Comparison of the Years Ended September 30, 2012 and 2011

 

For the year ended September 30, 2012 compared to the year ended September 30, 2011, Sunrise had a net loss of $10,138 to $34,547, respectively, a 71% decrease in net loss, mainly due to a decrease in stock issue for services.

 

There were no mining exploration costs during the year ended September 30, 2012 and 2011.

 

General and administrative expenses decreased 71% to $10,138 during the year ended September 30, 2012 as compared to $34,437 for the comparable period in 2011, mainly due to a decrease in stock issue for services.

 

Liquidity and Capital Resources

 

At September 30, 2012, Sunrise had current assets of $809, working capital deficit of $22,021, and had $9,840 of net cash used by operations during the year ended September 30, 2012.

 

The Company had current assets of $809 at September 30, 2012 as compared to current assets of $649 at September 30, 2011.

 

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 7.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable

 

ITEM 8.  FINANCIAL STATEMENTS

 

The financial statements required by this Item 8 begin with the Index to the Financial Statements which is located prior to the signature page.

 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There have been no changes in or disagreements with on accounting and financial disclosure matters at any time.

 

 

7 

 

 

ITEM  9A.   CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management has evaluated, under the supervision and with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“the Exchange Act”).   Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, and summarized and reported with the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such terms are defined in Rules 13(a) – 15(f) promulgated under the Securities Exchange Act of 1934, as amended. The purpose of an internal control system is to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

 

An internal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce to a relatively low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in the normal course of their work. An internal control significant deficiency, or aggregation of deficiencies, is one that could result in a misstatement of the financial statements that is more than consequential.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2012 and this assessment identified the following material weaknesses in the company’s internal control over financial reporting:

 

o	A system of internal controls (including policies and procedures) has neither been designed nor implemented.
o	A formal, internal accounting system has not been implemented.
o	Segregation of duties in the handling of cash, cash receipts, and cash disbursements is not formalized.

 

It is Management’s opinion that the above weaknesses exist due to the small size of operating staff and the current phase of operations (e.g., no current sales activity).

 

In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in  Internal Control – Integrated Framework.  Because of the material weaknesses described in the preceding paragraph, Management believes that, as of September 30, 2012, the Company’s internal control over financial reporting was not effective based on those criteria.

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company's internal control over financial reporting that occurred during the year ended September 30, 2010, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

Inherent Limitations of Internal Controls

 

Our Principal Executive Officer and Principle Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive and financial officer have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the 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. Because of 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, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 10-K.

 

 

8 

 

 

PART III

 

ITEM 10.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

 

Current Management of the Company

 

The following table sets forth the names, ages, and positions with the Company for each of the directors and officers of the Company.

 

Name		Age		Positions
Xuguang Sun		50		Chief Executive Officer, President Treasurer and Director
Shaojun Sun		39		Secretary, Chief Financial Officer, Vice President and Director

 

All executive officers are elected by the Board of Directors and hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified.

 

The following is information on the business experience of each director and officer.

 

Mr. Xuguang Sun became a director and the Chief Executive Officer and President of Sunrise Holdings Limited on October 25, 2005. He previously was a director and officer of Magnum d'Or Resources, Inc. He has been the President and General Manager of Sunrise Lighting Holdings Limited and its operating subsidiary since 1997. He graduated from Xian Jiaotong University with an associate degree in electrical engineering in 1989, and holds a degree from the Guangdong Business School.

 

Mr. Shaojun Sun became a director and the Vice President, Chief Financial Officer and Secretary of Sunrise Holdings Limited on October 25, 2005. He previously was a director and officer of Magnum d'Or Resources, Inc. He has been the director and officer of Sunrise Global Inc and Vice President, Chief Financial Officer and Secretary of Sunrise Lighting Holdings Limited since 1997.

 

Xuguang Sun and Shaojun Sun, the two officers of the Company, have provided their services on a part-time basis, one of which averages one hours per week and the other averages two hours of services per week. The level of operations of the Company has not necessitated the full-time services of its directors and officers. The directors and officers may continue to pursue other business activities independently of the Company. If the level of business activity of the Company increases, the directors and officers of the Company intend to devote additional time to the management of the Company and intend to retain additional management personnel whenever necessary and appropriate.

 

No Audit Committee or Financial Expert

 

The Company does not have an audit committee or a financial expert serving on the Board of Directors.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. The Company believes all forms required to be filed under Section 16 of the Exchange Act have been filed timely.

 

Code of Ethics

 

The Company does not have a code of ethics for our principal executive and financial officers. The Company's management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations

 

 

 

9 

 

 

ITEM 11.      EXECUTIVE COMPENSATION

 

Summary of Cash and Certain Other Compensation

 

The following sets forth the compensation of the Company's executive officers for the two fiscal years ended September 30, 2012 and 2011.

 

Executive Officer Compensation Table

 

The table below summarizes the total compensation paid or earned by each of the named executive officers for the fiscal year ended September 30, 2012 and September 30, 2011 with Sunrise. Sunrise has not entered into any employment agreements with any of the named executive officers.

 

The named executive officers were not entitled to receive any compensation from Sunrise during the fiscal year ended September 30, 2012 and September 30, 2011.

 

(a)		(b)			(c)			(d)			(e)			(f)			(g)			(h)			(I)			(j)
Name and Principal Position		Year			Salary			Bonus			Stock Awards			Option Awards			Non-Equity Incentive Plan Compensation			Change in Pension Value and Nonquali- fied Deferred Compensation Earnings			All Other Compensation			Total
Xuguang Sun (1) President, Chief Executive Officer and Treasurer			2012 2011		$ $	0 0		$ $	0 0		$ $	0 11,100		$ $	0 0		$ $	0 0		$ $	0 0		$ $	0 0		$ $	0 11,100
Shaojun Sun (1) Vice President, Chief Financial Officer and Secretary			2012 2011		$ $	0 0		$ $	0 0		$ $	0 11,100		$ $	0 0		$ $	0 0		$ $	0 0		$ $	0 0		$ $	0 11,100

 

(1)	Mr. Xuguang Sun and Mr. Shaojun Sun became the executive officers of the Company in October 2005.

 

(2)	Mr. Xuguang Sun and Mr. Shaojun Sun have received 600,000 common shares to pay for their compensation total $22,200 for the fiscal year ended September 30, 2011.

 

Sunrise has no agreement or understanding, express or implied, with any officer, director, or principle stockholder, or their affiliates or associates, regarding employment with Sunrise or compensation for services. Sunrise has no plan, agreement, or understanding, express or implied, with any officer, director, or principle stockholder, or their affiliates or associates, regarding the issuance to such persons of shares of Sunrise's authorized and unissued Common Stock. There is no understanding between Sunrise and any of its present stockholders regarding the sale of a portion or all of the Common Stock currently held by them in connection with any future participation by the Company in a business.

 

There is no policy that prevents management from adopting a plan or agreement in the future that would provide for cash or stock based compensation for services rendered to the Company.

 

 

10 

 

 

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth as of September 30, 2011, the number and percentage of the 6,882,273 shares of Common Stock and 10,000,000 shares of Preferred Stock which, according to the information supplied to Sunrise, that are to be beneficially owned by (I) each person who is currently a director of the Sunrise, (ii) each executive officer, (iii) all current directors and executive officers of Sunrise as a group and (iv) each person who, to the knowledge of the Company, is to be the beneficial owner of more than 5% of the outstanding Common Stock and Preferred Stock of the Company. Except as otherwise indicated, the persons named in the table will have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

 

Name and Address		Stock			Percent of Class
Sunrise Lighting Holdings Limited 1719 International Trade Centre, 11-19 Sha Tsui Road, Tsuen Wan, Hong Kong, The People's Republic of China			200,277,799	(1)		96.81	%
Xuguang Sun 1719 International Trade Centre, 11-19 Sha Tsui Road, Tsuen Wan, Hong Kong, The People's Republic of China			200,777,799	(2)(3)		97.05	%
Shaojun Sun 1108 W. Valley Blvd. Suite 6-399, Alhambra, CA 91803			200,912,619	(2)(4)		97.11	%
All executive officers and directors as a group (2 persons)			201,412,619	(5)		97.35	%

 

 

(1)

Represents the voting beneficial ownership of 200,000,000 shares of Common Stock of the Company created by the voting power of its 10,000,000 shares of non-convertible Preferred Stock of the Company, and also represents 277,799 shares of Common Stock to be held directly in the name of Sunrise Lighting Holdings Limited.

 

(2)	Because Mr. Sun Xuguang and Mr. Sun Shaojun are the owners and executives of Sunrise Lighting Holdings Limited ("Sunrise"), they are deemed to beneficially own the shares held by Sunrise.

 

(3)	Includes 500,000 shares of Common Stock to be owned directly by Mr. Xuguang Sun.

 

(4)	Includes 634,820 shares of Common Stock to be owned directly by Mr. Shaojun Sun.

 

(5)	Includes all shares of Common Stock to be owned by Sunrise Lighting Holdings Limited and by all of the shares to be owned by the directors and officers of Sunrise.

 

The stock transfer agent of Sunrise Holdings Limited will be Pacific Stock Transfer, 4045 S. Spencer Street, Suite 403, Las Vegas, NV 89119; telephone number 702.361.3033.

 

 

11  

 

 

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

As of September 30, 2012, the Company still owned Mr. Shaojun Sun $5,036 which included (1) $36 purchases advanced by him during the year ended September 30, 2010; and (2) $1,000 loan he made to the Company for during the year ended September 30, 2011; and (3) $4,000 loan he made to the Company for during the year ended September 30, 2012. These advances are unsecured, non-interest bearing and have no fixed terms of repayment.

 

As of September 30, 2012, the Company still owned Mr. Xuguang Sun $16,000 which included (1) $4,000 paid to the auditor by him on behalf of the Company for the year ended September 30, 2010 audit works; (2) $6,000 loan he made to the Company for during the year ended September 30, 2011; (3) $6,000 loan he made to the Company for during the year ended September 30, 2012. These advances are unsecured, non-interest bearing and have no fixed terms of repayment.

 

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The aggregate fees billed by our principal accounting firm, for fees billed for fiscal years ended September 30, 2010, and 2009 are as follows:

 

Name		Audit Fees(1)			Audit Related Fees			Tax Fees (2)			All Other Fees
M&K CPAS, PLLC
for fiscal year ended:
September 30, 2012		$	8,000		$	0		$	0		$	0
September 30, 2011		$	9,400		$	0		$	0		$	0

___________________________

 

(1)	Includes audit fees for the annual financial statements of the Company, and review of financial statements included in the Company's Form 10-Q quarterly reports and Form 10-K annual reports, and fees normally provided in connection with statutory and regulatory filings for those fiscal years

 

The Company does not currently have an audit committee. As a result, our board of directors performs the duties and functions of an audit committee. The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

 

ITEM 15.      EXHIBITS

 

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.

 

3.1    Articles of Incorporation of the Company are incorporated herein by reference to the Form 10 - SB registration statement of the Company filed on March 22, 2007

 

3.2    Certificate of Amendment to Articles of Incorporation of the Company filed on October 04, 2006 is incorporated herein by reference to the Form 10 - SB registration statement of the Company filed on March 22, 2007.

 

3.3    Bylaws of the Company are incorporated herein by reference to the third exhibit to the Form 10 - SB registration statement of the Company filed on March 22, 2007.

 

21     List of Subsidiaries

 

31     Certification of Chief Executive Officer and Principal Financial Officer

 

32     Certification pursuant to 18 U.S.C. Section 1350

 

 

 

12 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors

Sunrise Holdings Limited

(A Development Stage Company)

 

We have audited the accompanying balance sheets of Sunrise Holdings Limited (a development stage company) as of September 30, 2012 and 2011, and the related statements of expenses, changes in stockholders' equity (deficit), and cash flows for the years then ended. The consolidated financial statements for the period October 25, 2005 (inception) through September 30, 2006 were audited by other auditors whose report expressed an unqualified opinion on those statements. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 audit 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, an audit of its internal control over financial reporting. Our audit 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 audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sunrise Holdings Limited and as of September 30, 2012 and 2011, and the results of its operations, changes in stockholders' equity (deficit) and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

December 21, 2012

 

 

 

 

F-1 

 

 

SUNRISE HOLDINGS LIMITED

 (a Development Stage Company)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2012 AND 2011

 

		September 30, 2012				September 30, 2011
ASSETS:
Current assets:
Cash		$	809			$	649
Total current assets			809				649
TOTAL ASSETS		$	809			$	649
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable		$	1,794			$	1,496
Advances from company officers			21,036				11,036
Total Current Liabilities			22,830				12,532
TOTAL LIABILITIES			22,830				12,532
Stockholders' Equity (Deficit):
Preferred Stock, $.001par 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 September 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			(206,968	)			(196,830	)
Total Stockholders' Equity (Deficit)			(22,021	)			(11,883	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	809			$	641

 

 

See the accompany summary of accounting policies and notes to the financial statements.

 

F-2

14 

 

 

SUNRISE HOLDINGS LIMITED

 (a Development Stage Company)

STATEMENTS OF EXPENSES

FOR THE YEARS ENDED SEPTEMBER 30, 2012 AND 2011 AND THE PERIOD

FROM OCTOBER 25, 2005 (INCEPTION) THROUGH SEPTEMBER 30, 2012

 

										October 25, 2005
		For the Year Ended				For the Year Ended				(Inception) to
		September 30,				September 30,				September 30,
		2012				2011				2012
Expenses:
Exploration costs			-				-				37,956
General and administrative expenses		$	10,138				34,547				231,556
Total Operating Expenses			10,138				34,547				269,512
Net operating loss			(10,138	)			(34,547	)			(269,512	)
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		$	(10,138	)		$	(34,547	)		$	(206,968	)
Net Loss per Common Share - Basic and Diluted		$	(0.00	)		$	(0.00	)
Per Share Information:
Weighted  Average Number of Common Stock
Shares Outstanding - Basic and Diluted			6,882,273				6,772,821

 

 

 

See the accompany summary of accounting policies and notes to the financial statements.

 

 

F-3

15 

 

 

 

SUNRISE HOLDINGS LIMITED

(a Development Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2012 AND 2011 AND THE PERIOD

FROM OCTOBER 25, 2005 (INCEPTION) THROUGH SEPTEMBER 30, 2012

 

										October 25, 2005
		For the Years Ended								(Inception) to
		September 30,								September 30,
		2012				2011				2012
Cash Flows from Operating Activities:
Net Loss		$	(10,138	)		$	(34,547	)		$	(206,968	)
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			298				447				7,463
Net Cash Flows Used by Operating Activities			(9,840	)			(11,900	)			(163,896	)
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			10,000				11,000				21,036
Net Cash Flows Provided by Financing Activities			10,000				11,000				166,500
Net Increase (Decrease) in Cash			160				(900	)			809
Cash and cash equivalents - Beginning of period			649				1,549				-
Cash and cash equivalents - End of period		$	809			$	649			$	809
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.

 

 

F-4

16 

 

 

SUNRISE HOLDINGS LIMITED

(a Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FROM OCTOBER 25, 2005 (INCEPTION) THROUGH SEPTEMBER 30, 2012

 

																										Accumulated
																						Additional				(Deficit) During the				Total
		Preferred Stock								Common Stock								Subscription				Paid-in				Development				Stockholders'
		Number of Shares				Amount				Number of Shares				Amount				Receivable				Capital				Stage				Equity
Inception  - October 25, 2005			-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Issuance of stock to parent for expenses			-				-				100000				100				-				45364				-				45464
Net loss for year			-				-				-				-				-				-				(45,464	)			(45,464	)
Balance - September 30, 2006			-				-				100,000				100				-				45,364				(45,464	)			-
Issuance of preferred stock			10,000,000				10,000				-				-				-				(10,000	)			-				-
Cancellation of common stock			-				-				(100,000	)			(100	)			-				100				-				-
Issuance of common stock			-				-				5,785,090				5,785				-				(5,785	)			-				-
Net loss for the year			-				-				-				-				-				-				(93,540	)			(93,540	)
Balance - September 30, 2007			10,000,000				10,000				5,785,090				5,785				-				29,679				(139,004	)			(93,540	)
Issuance of common stock for cash			-				-				75,000,000				75,000				-				2,925,000				-				3,000,000
Subscription receivable			-				-				-				-				(526,507	)			-				-				(526,507	)
Issuance of common stock for services			-				-				497,183				497				-				45,334				-				45,831
Imputed interest on shareholder advance			-				-				-				-				-				2,711				-				2,711
Net loss for the year			-				-				-				-				-				-				(7,073	)			(7,073	)
Balance - September 30, 2008			10,000,000				10,000				81,282,273				81,282				(526,507	)			3,002,724				(146,077	)			2,421,423
Cancellation of common stock			-				-				(75,000,000	)			(75,000	)			-				(2,856,259	)			-				(2,931,259	)
Subscription receivable			-				-				-				-				526,507				-				-				526,507
Net loss for the year			-				-				-				-				-				-				(3,538	)			(3,538	)
Balance - September 30, 2009			10,000,000				10,000				6,282,273				6,282				-				146,465				(149,614	)			13,133
Net loss for the year			-				-				-				-				-				-				(12,669	)			(12,669	)
Balance - September 30, 2010			10,000,000			$	10,000				6,282,273			$	6,282			$	-			$	146,465			$	(162,283	)		$	464
Issuance of common stock for services			-				-				600,000				600				-				21,600				-				22,200
Net loss for the year			-				-				-				-				-				-				(34,547	)			(34,547	)
Balance – September 30, 2011			10,000,000			$	10,000				6,882,273			$	6,882			$	-			$	168,065			$	(196,830	)		$	(11,883	)
Net loss for the year			-				-				-				-				-				-				(10,138	)			(10,138	)
Balance – September 30, 2012			10,000,000			$	10,000				6,882,273			$	6,882			$	-			$	168,065			$	(206,968	)		$	(22,021	)

 

 

 

See the accompany summary of accounting policies and notes to the financial statements.

 

 

F-5

17 

 

 

SUNRISE HOLDINGS LIMITED

 (A Development Stage Company)

Notes to Financial Statements

 

Note 1 -   Summary of Significant Accounting Policies

 

Sunrise Holdings Limited (formerly Sunrise Mining Corporation) is an exploration stage company which was incorporated on October 25, 2005 in the State of Nevada. The Company was a mining resource company focused on the exploration and advancement of premium base and precious metal assets. The Company previously had two properties in Mongolia where it had options to earn 100% of the mineral rights and to purchase the royalties outright. These two properties were transferred to the Company from its former parent, Magnum d'Or Resources Inc., in October 2005.

 

During December 2006, the former parent of Sunrise formed Oriental Magnum, Inc. ("Oriental") in Mongolia. Subsequent to Oriental's incorporation, the former parent of Sunrise transferred the titles for both the Khul Morit license and the Shandi license to the name of Oriental in January 2007.  On September 28, 2007, the Company decided not to renew its Shandi license for business reasons.

 

On March 27, 2008, Sunrise amended its article of incorporation to change its name from “Sunrise Mining Corporation” to “Sunrise Holdings Limited” because the operations of the Company will be more diversified and expanded in the future and therefore a new corporate name is appropriate.

 

On February 5, 2008, Sunrise incorporated a new wholly owned subsidiary named “eFuture International Limited” in British Virgin Islands.  The Company intended to conduct its business through this new subsidiary.

 

On May 5, 2008, Sunrise decided to abandon and terminate its mining rights in its Khul Morit undeveloped mining properties because it had determined that the substantial costs of additional exploratory drilling and geological testing and evaluation would not be desirable for the Company. Because of this, the Company decided not to renew its Mongolia subsidiary “Oriental Magnum Limited” .

 

On March 2, 2009, the Board of Directors of Sunrise approved the sale of all the Common Stock of eFuture International Limited to the Chief Executive Officer of the Company for $2,000. At the closing day of the sale, eFuture had no assets and liabilities.

 

The Company is currently seeking other business opportunities.

 

Basis of Presentation

 

The Company follows accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

 

Use of Estimates

 

The preparation of the financial statements in conformity with 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.  Actual results could differ from those estimates

     

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 September 30, 2012 and 2011, there were no cash equivalents.

 

 

F-7

18 

 

 

                Impairment of Long Lived Assets

 

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset.  ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

 

Fair Value of 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, accounts payable and accrued liabilities, 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.

 

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, 2012 and 2011.

 

Basic and Diluted Net Loss Per Common 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.

 

Stock Based Compensation

 

Effective for the year beginning January 1, 2006, the Company has adopted Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.  Pro-forma disclosure is no longer an alternative. The Company implemented ASC 718-10 on January 1, 2006 using the modified prospective method .

 

The Company did not grant any stock options during the period ended September 30, 2012 and 2011.

 

  

F-8

19 

 

 

Recent Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

 

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

 

In July 2012, the FASB issued ASU 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill . The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

 

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011- 05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

 

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

 

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

 

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.

 

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. The Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.

 

In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its 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.

 

Note 2 - Going Concern

 

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 $206,968 and has insufficient working capital to meet operating needs for the next twelve months as of September 30, 2012, all of which raise substantial doubt about Sunrise's ability to continue as a going concern.

 

Note 3 - Income Taxes

 

There has been no provision for U.S. federal, state, or foreign income taxes for any period because the Company has incurred losses from inception.

 

At September 30, 2012, the Company had US net operating loss carryforwards of approximately $206,968 for federal income tax purposes.

 

Deferred tax assets and liabilities are comprised of the following as of September 30, 2012:

 

Deferred income tax assets:	September 30, 2012					September 30, 2011
Tax effect of net operating loss carryforward		$	70,369			$	66,922
Valuation allowance			(70,369	)			(66,922	)
Net deferred tax asset		$	-			$	-

           

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. As of September 30, 2012, the Company had net operating loss carryforward of approximately $206,968 for federal and state income tax purposes. These carry forwards, if not utilized to offset taxable income will begin expiring in 2027. Utilization of the net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss before utilization.

 

F-9

20 

 

 

 

Note 4 - Related Party Transactions

 

For the twelve months ended September 30, 2012, Mr. Xuguang Sun, an officer and director of the Company, advanced $6,000 to the Company. These advances are unsecured, non-interest bearing and have no fixed terms of repayment.

 

For the twelve months ended September 30, 2012, Mr. Shaojun Sun, an officer and director of the Company, advanced $4,000 to the Company. These advances are unsecured, non-interest bearing and have no fixed terms of repayment.

 

Note 5 – Subsequent Events

 

There have been no subsequent events through the date of this filing.

 

 

F-10

21 

 

INDEX OF EXHIBITS ATTACHED

 

Exhibit Number

       Description

 

21		List of subsidiaries
31.1		Certification of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

 

 

22 

 

 

Exhibit 21

 

Sunrise Holdings Limited currently has no subsidiaries:

 

 

 

23

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

SUNRISE HOLDINGS LIMITED

 

Dated: December 21, 2012	By:	/s/ Xuguang Sun
		Xuguang Sun, Chief Executive Officer and President
Dated: December 21, 2012	By:	/s/ Xuguang Sun
		Xuguang Sun, Director
Dated: December 21, 2012	By:	/s/ Shaojun Sun
		Shaojun Sun, Director

 

 

 

24