UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   FOR THE QUARTERLY PERIOD ENDED  June 30, 2014

OR

[ ]	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 Registrant as Specified in its Charter)

 

Nevada	20 - 8051714
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
108 W. Valley Blvd, Ste 6-3999 Alhambra, Ca	91803
(Address of principal executive offices)	(Zip code)

 

Issuer's telephone number: 626 407 2618

 (Address of principal executive offices)

 

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 [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [x] No [ ]

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)		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 [ ]

 

State the number of shares outstanding of each of the issuer's classes of common equity, for the period covered by this report and as at the latest practicable date:

 

At August 10, 2014, we had outstanding _______________ shares of common stock. 

 

 

SUNRISE HOLDINGS LIMITED

 

Table of Contents

 

PART I

FINANCIAL INFORMATION

 

Page

Item 1. Financial Statements
Balance Sheets	1
Statements of Operations	2
Statements of Cash Flows	3
Notes to Financial Statements	4-7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8-9
Item 4. Controls and Procedures	9
PART II
OTHER INFORMATION
Item 1A. Risk Factors	10
Item 6. Exhibits	10
Signatures	11

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2012. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.

 

Actual results may vary materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, those discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013 and elsewhere in this report and the risks discussed in our other filings with the SEC. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

References in this Quarterly Report on Form 10-Q to the "Company," the "Registrant," "Sunrise” "we," "our," and "us" refer to Sunrise Holdings Limited, unless otherwise specifically stated or the context requires otherwise.

 

PART I

FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SUNRISE HOLDINGS LIMITED
(a Development Stage Company)
BALANCE SHEETS
AS OF JUNE 30, 2014 AND SEPTEMBER 30, 2013
		June 30,				September 30,
		2014				2013
		(unaudited)
ASSETS
CURRENT ASSETS:
Cash		$	—			$	2,242
Total Current Assets			—				2,242
TOTAL ASSETS		$	—			$	2,242
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	303			$	—
Advances from company officers			—				34,836
Total Current Liabilities			303				34,836
TOTAL LIABILITIES			303				34,836
STOCKHOLDERS' DEFICIT
Preferred Stock, $.001 par value; 10,000,000 shares authorized, 10,000,000 shares issued and outstanding at June 30, 2014 and September 30, 2013, respectively			10,000				10,000
Common Stock, $.001 par value; 190,000,000 shares authorized, 6,882,273 shares issued and outstanding at June 30, 2014 and September 30, 2013, respectively			6,882				6,882
Additional paid-in capital			210,964				168,065
Deficit accumulated during the development stage			(228,149	)			(217,541	)
TOTAL STOCKHOLDERS' DEFICIT			(303	)			(32,594	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	—			$	2,242
The accompanying notes are an integral part of these financial statements

 

 

SUNRISE HOLDINGS LIMITED
(a Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2014 AND 2013
FROM OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2014
(UNAUDITED)
																		October 25, 2005
		Three Months Ended								Nine Months Ended								(Inception) to
		June 30,								June 30,								June 30,
		2014				2013				2014				2013				2014
EXPENSES:
Exploration costs		$	—			$	—			$	—			$	—			$	37,956
General and administrative expenses			2,619				2,427				10,608				9,354				252,737
TOTAL OPERATING EXPENSES			2,619				2,427				10,608				9,354				290,693
NET OPERATING LOSS		$	(2,619	)		$	(2,427	)		$	(10,608	)		$	(9,354	)		$	(290,693	)
OTHER INCOME (EXPENSE)
Interest income			—				—				—				—				64,960
Gain on extinguishment of debt			—				—				—				—				5,669
Interest expense			—				—				—				—				(8,085	)
TOTAL OTHER INCOME (EXPENSE)			—				—				—				—				62,544
NET LOSS		$	(2,619	)		$	(2,427	)		$	(10,608	)		$	(9,354	)		$	(228,149	)
LOSS PER SHARE:
Basic and diluted		$	(0.000	)		$	(0.000	)		$	(0.002	)		$	(0.001	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic and diluted			6,882,273				6,882,273				6,882,273				6,882,273
The accompanying notes are an integral part of these financial statements

 

SUNRISE HOLDINGS LIMITED
(a Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 2014 AND 2013
FROM OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2014 (UNAUDITED)
										October 25, 2005
		Nine Months Ended								(Inception) to
		June 30,								June 30,
		2014				2013				2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(10,608	)		$	(9,354	)		$	(228,149	)
Adjustment to reconcile change in net loss to net cash and cash equivalents used in operating activities:
Stock issued for services			—				—				68,031
Depreciation			—				—				3,795
Gain on extinguishment of debt			—				—				(5,669	)
Imputed interest on shareholder advance			—				—				2,711
Increase (decrease) in interest receivable			—				—				(33,259	)
Increase (decrease) in accounts payable and accrued expenses			303				(745	)			5,972
NET CASH USED IN OPERATING ACTIVITIES			(10,305	)			(10,098	)			(186,568	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of assets			—				—				(1,795	)
NET CASH USED IN INVESTING ACTIVITIES			—				—				(1,795	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock issuance for cash			—				—				3,000,000
Stock issued for services and expenses			—				—				45,464
Shares rescinded			—				—				(2,900,000	)
Repayment for advances from company			—				—				(62,200	)
Advances from company officer			8,063				11,300				105,099
NET CASH PROVIDED BY FINANCING ACTIVITIES			8,063				11,300				188,363
Net (decrease) increase in cash and cash equivalents			(2,242	)			1,202				—
Cash and cash equivalents, beginning of period			2,242				809				—
Cash and cash equivalents, end of period		$	—			$	2,010			$	—
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest		$	—			$	—			$	—
Cash paid for taxes		$	—			$	—			$	—
NON-CASH ACTIVITIES:
Reduction of note with share rescission		$	—			$	—			$	500,000
Forgiveness of debt by related party		$	42,899			$	—			$	42,899

The accompanying notes are an integral part of these 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 financial statements of Sunrise Holdings Limited (the “Company”) 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 2013 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 the Company’s 2013 annual financial statements have been omitted.  The Company's fiscal year end is September 30.  

 

Change in Control

 

On May 7, 2014, three shareholders of the Company, of which two are officers and members of the board of the directors of the Company, sold 10,000,000 shares of preferred stock, and 1,401,619 shares common stock to John Bentivoglio for the purchase price of $180,000, resulting in a change in majority ownership of the Company.

 

On June 12, 2014, two officers resigned their positions as President, Chief Executive Officer and Treasurer, and as Vice President, Chief Financial Officer and Secretary of the Company. Simultaneously, John Bentivoglio has been named President and Chief Executive Officer, and Nick Bozza has been named Vice President and Secretary.

 

On June 18, 2014, two members of the board of directors resigned their positions as a result of their sale of shares in the Company. Simultaneously, John Bentivoglio and Nick Bozza have been named members of the board of directors.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Interim Financial Statements

 

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2014, there were no cash equivalents.

   

Income Taxes

 

The Company has adopted Accounting Standards Codification (“ASC”) 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 period ending June 30, 2014 and the year ended September 30, 2013.

 

Basic and Diluted Net Loss per Share

 

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at June 30, 2014, the Company had no potentially dilutive shares.

 

Impairment of Long Lived Assets

 

The Company has adopted ASC 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 to 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, accounts payable, 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 January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with US GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

 

In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under US GAAP. The new amendments will require an organization to:

 

-

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period; and

-

Cross-reference to other disclosures currently required under US GAAP for other reclassification items (that are not required under US GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

 

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

 

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The Company does not expect the adoption of the new provisions to have a material impact on its financial condition or results of operations.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. ASU 2014-09 is effective for annual and interim periods beginning on or after December 15, 2016 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a retrospective or cumulative effect transition method and early adoption is not permitted. The Company has not yet selected a transition method and is in the process of evaluating the effect this standard will have on our financial statements and related disclosures.

 

Note 2 - Going Concern

 

The Company’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 $228,149 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2014, all of which raise substantial doubt about the Company’s ability to continue as a going concern.

 

Note 3 - Related Party Transactions

 

For the nine months ended June 30, 2014, an officer of the Company advanced $8,063 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.

 

On May 28, 2014, the officers of the Company forgave all outstanding debts in connection with their sale of their preferred and common stock in the Company. As a result, the Company has reclassified all officer advances as of June 30, 2014, totaling $42,899 to additional paid in capital.

 

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 June 30, 2014, and with our Form 10-K as of September 30, 2013, which contains a more detailed discussion of our plan. This discussion contains forward-looking statements about our expectations for our business and financial needs. These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations. The cautionary statements made in our Report on Form 10-K should be read as applying to all forward-looking statements in any part of this report.

 

General

 

The following discussion and analysis summarizes the results of operations of Sunrise Holdings Limited, Inc. (the "Sunrise" or "we") for the quarter ended June 30, 2014.

 

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.

 

Results of Operations

 

Comparison of the three months ended June 30, 2014 and 2013

 

General and administrative expenses increased 7.90% to $2,619 during the three month period ended June 30, 2014 as compared to $2,427 for the comparable period in 2013. This increase was mainly due to an increase in stock transfer agent fees.

 

For the three month period ended June 30, 2014 compared to the three month period ended June 30, 2013, Sunrise had a net loss of $2,619 compared to a net loss of $2,427, respectively. This 7.90% increase in net income was primarily due to an increase in stock transfer agent fees.

 

Comparison of the nine months ended June 30, 2014 and 2013

 

General and administrative expenses increased 13.41% to $10,608 during the nine month period ended June 30, 2014 as compared to $9,354 for the comparable period in 2013. This increase was mainly due to an increase in stock transfer agent fees.

 

For the nine month period ended June 30, 2014 compared to the nine month period ended June 30, 2013, Sunrise had a net loss of $10,608 compared to a net loss of $9,354, respectively. This 13.41% increase in net loss was primarily due to an increase in stock transfer agent fees.

 

Liquidity and Capital Resources

 

At June 30, 2014, Sunrise had current assets of $0, working capital deficit of $303, and had $10,305 of net cash used by operations during the nine month period ended June 30, 2014. At September 30, 2013, Sunrise had current assets of $2,242, working capital deficit of $32,594, and had $12,367 of net cash used by operations during the year ended September 30, 2013.

 

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 June 30, 2014 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 1A – Risk Factors.

 

There have been no material changes in the risk factors previously disclosed in the Registrant's Form 10-K for the fiscal year ended December 31, 2013, which are incorporated by reference into this report.

 

Item 6 - Exhibits

 

The following exhibits are filed with this report:

 

31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

 

31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

 

32.1	Certification of the Principal Executive Officer   pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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XBRL Instance Document

 

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XBRL Taxonomy Extension Schema

 

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XBRL Taxonomy Extension Calculation

 

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XBRL Taxonomy Extension Definition

 

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XBRL Taxonomy Extension Label

 

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XBRL Taxonomy Extension Presentation

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* In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Sunrise Holdings Limited
Dated: August __, 2014	By:	/s/ John Bentivoglio
		John Bentivoglio
		President (Principal Executive Officer)