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UNITED STATES

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 December 31, 2012

 

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

EXCHANGE ACT

 

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

 

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 January 15, 2013.

 

Transitional Small Business Disclosure Format (Check one): Yes  o   No x


 

 
 

 

 

 

SUNRISE HOLDINGS LIMITED

 

INDEX

 

  PART I: FINANCIAL INFORMATION    
     
  Item 1: Financial Statements:    
     
Balance Sheets as of December 31, 2012 and September 30, 2012 (unaudited)   4
     
Statements of Expenses for the three months ended December 31, 2012 and 2011, and from October 25, 2005 (inception) to December 31, 2012 (unaudited)   5
     
Statements of Cash Flows for the three months ended December 31, 2012 and 2011, and from October 25, 2005 (inception) to December 31, 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
     
  PART II: OTHER INFORMATION    
     
  Item 1: Legal Proceedings   10
     
  Item 2: Unregistered Sales of Equity Securities and Use of Proceeds   10
     
  Item 3: Defaults upon Senior Securities   10
     
  Item 4: Removed and Reserved   10
     
  Item 5: Other Information   10
     
  Item 6: Exhibits and Reports on Form 8-K   10
     
  Signatures   11

 

 

 
 

 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

 

SUNRISE HOLDINGS LIMITED

(a Development Stage Company)

BALANCE SHEETS

AS OF DECEMBER 31, 2012 AND SEPTEMBER 30, 2012

 

   

December 31, 2012

(unaudited)

    September 30, 2012  
ASSETS:            
Current assets:            
   Cash   $ 640     $ 809  
                 
      Total current assets     640       809  
                 
TOTAL ASSETS   $ 640     $ 809  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY:                
Current liabilities:                
   Accounts payable   $ 1,049     $ 1,794  
   Advances from company officers     26,136       21,036  
                 
Total Current Liabilities     27,185       22,830  
                 
TOTAL LIABILITIES     27,185       22,830  
                 
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 December 31, 2012 and at September 30, 2012     6,882       6,882  
Additional paid-in capital     168,065       168,065  
Deficit accumulated during the development stage     (211,492 )     (206,968 )
                 
Total Stockholders' Equity (Deficit)     (26,545     (22,021
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $ 640     $ 809  

 

 

   

The accompanying notes are an integral part of these financial statements.

 

 

4  

 
 

 

 

 

SUNRISE HOLDINGS LIMITED

  (a Development Stage Company)

STATEMENTS OF EXPENSES

FOR THE THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011 AND THE PERIOD

FROM OCTOBER 25, 2005 (INCEPTION) THROUGH DECEMBER 31, 2012

(Unaudited)

 

 

                October 25, 2005  
    Three Months Ended     (Inception) to  
    December 31      December 31,  
    2012     2011     2012  
Expenses:                  
    Exploration costs     -       -       37,956  
    General and administrative expenses   $ 4,524       2,653       236,080  
Total Operating Expenses     4,524       2,653       274,036  
Net operating loss     (4,524 )     (2,653 )     (274,036 )
                         
Operating Income (Expense)                        
Interest income     -       -       64,960  
Gain on extinguishment of accounts payable     -       -       5,669  
Interest expense     -       -       (8,085 )
Total Other Income and Expense     -       -       62,544  
                         
Net Loss   $ (4,524 )   $ (2,653 )   $ (211,492 )
                         
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       6,882,273          

 

 

 

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

 

 

 
 

 

  

SUNRISE HOLDINGS LIMITED

(a Development Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011 AND THE PERIOD

FROM OCTOBER 25, 2005 (INCEPTION) THROUGH DECEMBER 31, 2012

  (Unaudited)

 

                October 25, 2005  
    Three Months Ended     (Inception) to  
    December 31,     December 31,  
    2012     2011     2012  
                   
Cash Flows from Operating Activities:                  
Net Loss   $ (4,524 )   $ (2,653 )   $ (211,492 )
Adjustments to reconcile net loss to net cash used in operating activities:                  
       Stocks issued for services     -       -       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     (745 )     (298 )     6,718  
                         
Net Cash Flows Used by Operating Activities     (5,269 )     (2,951 )     (169,165 )
                         
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     5,100       6,000       26,136  
                         
Net Cash Flows Provided by Financing Activities     5,100       6,000       171,600  
                         
Net Increase (Decrease) in Cash     (169 )     3,049       640  
                         
Cash and cash equivalents - Beginning of period     809       649       -  
                         
Cash and cash equivalents - End of period   $ 640     $ 3,698     $ 640  
                         
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.

   

 
 

 

  

SUNRISE HOLDINGS LIMITED

(a Development Stage Company)

Notes to Financial Statements

(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 2012 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 December 31, 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 December 31, 2012 and September 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 December 31, 2012, the Company had no potentially dilutive shares.

 

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.

 

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.

 

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 $211,492 and has insufficient working capital to meet operating needs for the next twelve months as of December 31, 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 December 31, 2012, an officer of the Company advanced $5,100 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.

 

 
 

 

 

 

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, 2012, which are included in another section of this document and with our Form 10-K as of September 30, 2012 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 December 31, 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 December 31, 2012 and 2011

 

For the three-month period ended December 31, 2012 compared to the three-month period ended December 31, 2011, Sunrise had a net loss of $4,524 compared to a net loss of $2,653, respectively. This increase in net loss was due to an increase in general and administrative expenses.

 

General and administrative expenses increased 71% to $4,524 during the three-month period ended December 31, 2012 as compared to $2,653 for the comparable period in 2011. This increase was mainly due to the increase in professional fee.

 

Liquidity and Capital Resources

 

At December 31, 2012, Sunrise had current assets of $640, working capital deficit of $26,545, and had $5,269 of net cash used by operations during the three-month period ended December 31, 2012.

 

 

 
 

 

 

 

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, 2012 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.

 

 

 
 

 

 

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

 

 

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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.

 

SUNRISE HOLDINGS LIMITED

 

     
     
Dated: January 15, 2013 By:   /s/ Xuguang Sun
  Xuguang Sun, Chief Executive Officer and President

 

 

 

 

 

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