UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C. 20549





FORM
10-Q/A





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
quarterly period ended March 31, 2008




o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
transition period from __________ to __________





Commission
File Number 000-32585





SUNRISE
REAL ESTATE GROUP, INC.


(Exact
name of registrant as specified in its charter)








Texas
            
            75-2713701(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





Suite
701, No. 333, Zhaojiabang Road


Shanghai,
PRC 200032


(Address
of principal executive offices  Zip Code)





Registrant’s
telephone number: + 86-21-6422-0505





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


Large
      accelerated filer  o
              Accelerated
      filer  oNon-accelerated
      filer    o
              Smaller
      reporting company    x


Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act): Yes o No x





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: May 10, 2008 - 23,691,925 shares of
Common Stock









FORM
10-Q




For
the Quarter Ended March 31, 2008




INDEX




PagePART
      I. FINANCIAL
      INFORMATION
            
            4Item
      1.                                                                                                                                    Financial
      Statements
            
            4Consolidated
      Balance
      Sheets
            
            4Consolidated
      Statements of
      Operations
            
            5Consolidated
      Statements of Cash
      Flows
            
            6Item
      2.  Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            
            19Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
            
            25Item
      4.        Controls and
      Procedures
            
            25PART
      II. OTHER
      INFORMATION
            
            26Item
      1.       Legal
    Proceedings
            
            26Item
      2.       Unregistered Sales of Equity
      Securities and Use of Proceeds
            
            26Item
      3.       Defaults Upon Senior
      Securities
            
            26Item
      4.       Submission of Matters to a
      Vote of Security Holders
            
            26Item
      5.       Other
    Information
            
            26Item
      6.       Exhibits
            
            26SIGNATURES
            
            26




2


PART
I - FINANCIAL INFORMATION





Explanatory
Note





This
Quarterly Report on Form 10-Q/A (Amendment No. 1) discloses and discusses the
impact and effect of a restatement of our previously filed unaudited
consolidated financial statements contained in our originally-filed Quarterly
Report on Form 10-Q for the period ended March 31, 2008 filed with the
Securities and Exchange Commission on May 20, 2008. This restatement is
necessary because we concluded that our previously reported consolidated
financial statements for the fiscal years ended December 31, 2007, 2006 and 2005
and the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 did
not correctly apply accounting principles for the recognition of underwriting
sales revenue. The impact of the incorrect application of accounting principles
is summarized below under Restatement Summary.





As a result, we are filing this amended
Quarterly Report on Form 10-Q/A for March 31, 2008, to make the necessary
corrections to account for the underwriting sales revenue, the overstatement of
minority interests and provision for onerous contracts during this period, which
contains an explanation in Note 1 to the financial
statements.




3




ITEM
1.  FINANCIAL STATEMENTS




Sunrise
Real Estate Group, Inc.


Unaudited
Condensed Consolidated Balance Sheets




(Expressed
in US Dollars)


March
      31,
            
            
            December
      31,2008
            
            
            2007(Restated)
            
            
            (Restated)ASSETSCurrent
      assetsCash
      and cash equivalents
            
            $
            1,455,685
            
            
            $
            2,281,516Restricted
      cash (Note 10)
            
            
            558,556
            
            
            
            2,441,579Accounts
      receivable
            
            
            304,480
            
            
            
            842,868Promissory
      deposits (Note 3)
            
            
            723,750
            
            
            
            273,800Amounts
      due from venturers (Note 4)
            
            
            1,004,340
            
            
            
            1,069,484Amount
      due from related party (Note 12)
            
            
            367,574
            
            
            
            312,132Other
      receivables and deposits (Note 5)
            
            
            946,147
            
            
            
            602,373Total
      current assets
            
            
            5,360,532
            
            
            
            7,823,752Property,
      plant and equipment – net (Note 6)
            
            
            2,751,924
            
            
            
            2,519,585Equity
      investment (Note 7)
            
            
            81,208
            
            
            
            78,033Investment
      properties (Note 8)
            
            
            7,989,374
            
            
            
            7,800,228Deferred
      tax asset (Note 9)
            
            
            1,073,326
            
            
            
            1,021,059Goodwill
            
            
            13,307
            
            
            
            13,307Total
      assets
            
            $
            17,269,671
            
            
            $
            19,255,964LIABILITIES
      AND SHAREHOLDERS’ EQUITYCurrent
      liabilitiesBank
      loans (Note 10)
            
            $
            199,459
            
            
            $
            191,660Promissory
      notes payable (Note 11)
            
            
            653,620
            
            
            
            976,435Accounts
      payable
            
            
            98,103
            
            
            
            230,654Amount
      due to director (Note 12)
            
            
            69,975
            
            
            
            171,458Amount
      due to related party (Note 12)
            
            
            207,567
            
            
            
            159,561Other
      payables and accrued expenses (Note 13)
            
            
            1,777,698
            
            
            
            2,452,833Other
      tax payable (Note 14)
            
            
            550,017
            
            
            
            546,873Income
      tax payable
            
            
            1,294,924
            
            
            
            1,238,912Total
      current liabilities
            
            
            4,851,363
            
            
            
            5,968,386Commitments
      and contingencies (Note 15)Long-term
      bank loans (Note 10)
            
            
            6,035,678
            
            
            
            5,847,606Long-term
      promissory notes payable (Note 11)
            
            
            77,778
            
            
            
            111,112Deposits
      received from underwriting sales (Note 16)
            
            
            8,058,309
            
            
            
            7,743,240Minority
      interest
            
            
            439,014
            
            
            
            431,674Shareholders’
      equityCommon
      stock, par value $0.01 per share; 200,000,000 shares authorized;
      23,691,925 and 23,691,925 shares issued and outstanding as of March 31,
      2008 and December 31, 2007, respectively
            
            
            236,919
            
            
            
            236,919Additional
      paid-in capital
            
            
            3,620,008
            
            
            
            3,620,008Statutory
      reserve (Note 17)
            
            
            729,744
            
            
            
            729,744Accumulated
      losses
            
            
            (7,471,754
            )
            
            
            (6,157,723
            )Accumulated
      other comprehensive income (Note 18)
            
            
            692,612
            
            
            
            724,998Total
      shareholders’ equity
            
            
            (2,192,471
            )
            
            
            (846,054
            )Total
      liabilities and shareholders’ equity
            
            $
            17,269,671
            
            
            $
            19,255,964




See
accompanying notes to unaudited condensed consolidated financial
statements.


4


Sunrise
Real Estate Group, Inc.





Unaudited Condensed
Consolidated Statements of Operations





(Expressed
in US Dollars)




Three
      Months Ended March 31,2008
            
            
            2007(Restated) (Restated)Net
      Revenues
            
            $
            1,319,545
            
            
            $
            1,135,155Cost
      of Revenues
            
            
            (1,302,924
            )
            
            
            (1,289,618
            )Gross
      Profit/(Loss)
            
            
            16,621
            
            
            
            (154,463
            )Operating
      Expenses
            
            
            (310,626
            )
            
            
            (239,509
            )General
      and Administrative Expenses
            
            
            (893,222
            )
            
            
            (894,575
            )Operating
      Loss
            
            
            (1,187,227
            )
            
            
            (1,288,547
            )Interest
      Income
            
            
            5,769
            
            
            
            4,227Other
      Income, Net
            
            
            6,532
            
            
            
            55,641Interest
      Expenses
            
            
            (143,640
            )
            
            
            (202,562
            )Loss
      Before Income Tax and Minority Interest
            
            
            (1,318,566
            )
            
            
            (1,431,241
            )Income
      Tax
            
            
            (5,496
            )
            
            
            -Loss
      Before Minority Interest
            
            
            (1,324,062
            )
            
            
            (1,431,241
            )Minority
      Interest
            
            
            10,031
            
            
            
            3,080Net
      Loss
            
            $
            (1,314,031
            )
            
            $
            (1,428,161
            )Loss
      Per Share – Basic and Fully Diluted
            
            $
            (0.06
            )
            
            $
            (0.06
            )Weighted
      average common shares outstanding
              –
      Basic and Fully Diluted1
            
            
            23,691,925
            
            
            
            23,691,925





See
accompanying notes to unaudited condensed consolidated financial
statements.




1Share amounts have been
retroactively restated to reflect the effect of a 3% stock dividend of common
stock for each share of common stock outstanding at August 1,
2007.


5


Sunrise
Real Estate Group, Inc.





Consolidated
Statements of Cash Flows





Increase/(Decrease)
in Cash and Cash Equivalents





(Expressed
in US Dollars)




Three
      Months Ended March 31,2008
            
            
            2007(Restated)
            
            
            (Restated)Cash
      flows from operating activitiesNet
      Loss
            
            $
            (1,314,031
            )
            
            $
            (1,428,161
            )Adjustments
      to reconcile net loss tonet
      cash used in operating activitiesDepreciation
      of property, plant and equipment
            
            
            191,144
            
            
            
            83,581(Gain)
      /loss on disposal of property, plant and equipment
            
            
            (7,429
            )
            
            
            532Minority
      interest
            
            
            (10,031
            )
            
            
            (3,080
            )Change
      in:Accounts
      receivable
            
            
            561,901
            
            
            
            2,829,625Promissory
      deposits
            
            
            (430,547
            )
            
            
            (643,882
            )Other
      receivables and deposits
            
            
            (299,747
            )
            
            
            (359,592
            )Amount
      due from related party
            
            
            (55,442
            )
            
            
            -Accounts
      payable
            
            
            (139,264
            )
            
            
            (339,773
            )Amounts
      with venturers
            
            
            67,098
            
            
            
            (122,892
            )Other
      payables and accrued expenses
            
            
            (759,414
            )
            
            
            (500,970
            )Interest
      payable on promissory notes
            
            
            17,291
            
            
            
            84,830Interest
      payable on amount due to director
            
            
            2,897
            
            
            
            (11,450
            )Amount
      due to related party
            
            
            48,006
            
            
            
            -Other
      tax payable
            
            
            (18,748
            )
            
            
            (145,130
            )Income
      tax payable
            
            
            5,496
            
            
            
            (161,804
            )Restricted
      cash
            
            
            1,883,023
            
            
            
            -Net
      cash used in operating activities
            
            
            (257,797
            )
            
            
            (718,166
            )Cash
      flows from investing activitiesAcquisition
      of property, plant and equipment
            
            
            (272,021
            )
            
            
            (375,073
            )Proceeds
      from disposal of property, plant and equipment
            
            
            86,668
            
            
            
            -Net
      cash used in investing activities
            
            
            (185,353
            )
            
            
            (375,073
            )Cash
      flows from financing activitiesBank
      loans repayment
            
            
            (48,925
            )
            
            
            (312,166
            )Repayment
      of promissory note
            
            
            (373,440
            )
            
            
            (183,334
            )Proceeds
      from promissory note
            
            
            -
            
            
            
            2,565,903Repayment
      to director
            
            
            (104,380
            )
            
            
            -Net
      cash (used in)/provided by financing activities
            
            
            (526,745
            )
            
            
            2,070,403Effect
      of exchange rate changes on cash and cash equivalents
            
            
            144,064
            
            
            
            21,761Net
      increase in cash and cash equivalents
            
            
            (825,831
            )
            
            
            998,925Cash
      and cash equivalents at beginning of period
            
            
            2,281,516
            
            
            
            945,727Cash
      and cash equivalents at end of period
            
            $
            1,455,685
            
            
            $
            1,944,652Supplemental
      disclosure of cash flow informationCash
      paid during the period:Income
      tax paid
            
            
            -
            
            
            
            174,206Interest
      paid
            
            
            129,468
            
            
            
            129,182





See
accompanying notes to unaudited condensed consolidated financial
statements.


6


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS





(Expressed
in US Dollars)





NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS





Sunrise
Real Estate Development Group, Inc. (“CY-SRRE”) was established in the Cayman
Islands on April 30, 2004 as a limited liability company. CY-SRRE was wholly
owned by Ace Develop Properties Limited, a corporation, (“Ace Develop”), of
which Lin Chi-Jung, an individual, is the principal and controlling shareholder.
Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”) was
established in the People’s Republic of China (the “PRC”) on August 14, 2001 as
a limited liability company.  SHXJY was originally owned by a
Taiwanese company, of which the principal and controlling shareholder was Lin
Chi-Jung. On June 8, 2004, all the fully paid up capital of SHXJY was
transferred to CY-SRRE. On June 25, 2004 SHXJY and two individuals established a
subsidiary, namely, Suzhou Xin Ji Yang Real Estate Consultation Company Limited
(“SZXJY”) in the PRC, at which point in time, SHXJY held a 90% equity interest
in SZXJY. On December 24, 2004, SHXJY acquired 85% of equity interest in Beijing
Xin Ji Yang Real Estate Consultation Company Limited (“BJXJY”), a PRC company
incorporated on April 16, 2003 with limited liability.  On August 9,
2005, SHXJY sold a 10% equity interest in SZXJY to a company owned by a director
of SZXJY, and transferred a 5% equity interest in SZXJY to
CY-SRRE.  Following the disposal and the transfer, CY-SRRE effectively
held an 80% equity interest in SZXJY. On November 24, 2006, CY-SRRE, SHXJY, a
director of SZXJY and a third party established a subsidiary, namely, Suzhou
Shang Yang Real Estate Consultation Company Limited (“SZSY”) in the PRC, with
CY-SRRE holding a 12.5% equity interest, SHXJY holding a 26% equity interest and
the director of SZXJY holding a 12.5% equity interest in SZSY. At the date of
incorporation, SRRE and the director of SZXJY entered into a voting agreement
that SRRE is entitled to exercise the voting right in respect of his 12.5%
equity interest in SZSY. Following that, SRRE effectively holds 51% equity
interest in SZSY. On September 24, 2007, CY-SRRE sold a 5% equity interest in
SZXJY to a company owned by a director of SZXJY.  Following the
disposal, CY-SRRE effectively holds 75% equity interest in SZXJY.  On
November 1, 2007, SZXJY established a wholly owned subsidiary, Suzhou Xin Ji
Yang Real Estate Brokerage Company Limited (“SZXJYB”) in the PRC as a limited
liability company.





LIN RAY
YANG Enterprise Ltd. (“LRY”) was established in the British Virgin Islands on
November 13, 2003 as a limited liability company.  LRY was owned by
Ace Develop, Planet Technology Corporation (“Planet Tech”) and Systems &
Technology Corporation (“Systems Tech”).  On February 5, 2004, LRY
established a wholly owned subsidiary, Shanghai Shang Yang Real Estate
Consultation Company Limited (“SHSY”) in the PRC as a limited liability company.
On January 10, 2005, LRY and a PRC third party established a subsidiary, Suzhou
Gao Feng Hui Property Management Company Limited (“SZGFH”), in the PRC, with LRY
holding 80% of the equity interest in SZGFH. On May 8, 2006, LRY acquired 20% of
the equity interest in SZGFH from the third party. Following the acquisition,
LRY effectively holds 100% of the equity interest in SZGFH. On September 11,
2007 SHSY and other third parties established a subsidiary, namely, Suzhou Bin
Fen Nian Dai Administration Consultancy Company Limited (“SZBFND”) in the PRC,
with SHSY holding a 19% equity interest in SZBFND.





SHXJY,
SZXJY, BJXJY, SHSY, SZGFH, SZSY and SZXJYB commenced operations in November
2001, June 2004, January 2004, February 2004, January 2005, November 2006 and
November 2007 respectively.  Each of SHXJY, SZXJY, BJXJY, SHSY, SZGFH,
SZSY and SZXJYB has been granted a twenty-year operation period from the PRC,
which can be extended with approvals from relevant PRC authorities.





On August
31, 2004, Sunrise Real Estate Group, Inc. (“SRRE”), CY-SRRE and Lin Chi-Jung, an
individual and agent for the beneficial shareholder of CY-SRRE, i.e., Ace
Develop, entered into an exchange agreement under which SRRE issued 5,000,000
shares of common stock to the beneficial shareholder or its designees, in
exchange for all outstanding capital stock of CY-SRRE.  The
transaction closed on October 5, 2004.  Lin Chi-Jung is Chairman of
the Board of Directors of SRRE, the President of CY-SRRE and the principal and
controlling shareholder of Ace Develop.





Also on
August 31, 2004, SRRE, LRY and Lin Chi-Jung, an individual and agent for
beneficial shareholders of LRY, i.e., Ace Develop, Planet Tech and Systems Tech,
entered into an exchange agreement under which SRRE issued 10,000,000 shares of
common stock to the beneficial shareholders, or their designees, in exchange for
all outstanding capital stock of LRY.  The transaction was closed on
October 5, 2004. Lin Chi-Jung is Chairman of the Board of Directors of SRRE, the
President of LRY and the principal and controlling shareholder of Ace
Develop.  Regarding the 10,000,000 shares of common stock of SRRE
issued in this transaction, SRRE issued 8,500,000 shares to Ace Develop, 750,000
shares to Planet Tech and 750,000 shares to Systems Tech.





7





As a
result of the acquisition, the former owners of CY-SRRE and LRY hold a majority
interest in the combined entity.  Generally accepted accounting
principles require in certain circumstances that a company whose shareholders
retain the majority voting interest in the combined business be treated as the
acquirer for financial reporting purposes.  Accordingly, the
acquisition has been accounted for as a “reverse acquisition” arrangement
whereby CY-SRRE and LRY are deemed to have purchased SRRE.  However,
SRRE remains the legal entity and the Registrant for Securities and Exchange
Commission reporting purposes.  All shares and per share data prior to
the acquisition have been restated to reflect the stock issuance as a
recapitalization of CY-SRRE and LRY.





SRRE was
initially incorporated in Texas on October 10, 1996, under the name of Parallax
Entertainment, Inc. (“Parallax”).  On December 12, 2003, Parallax
changed its name to Sunrise Real Estate Development Group, Inc.  On
April 25, 2006, Sunrise Estate Development Group, Inc. filed Articles of
Amendment with the Texas Secretary of State, changing the name of Sunrise Real
Estate Development Group, Inc. to Sunrise Real Estate Group, Inc., effective
from May 23, 2006.





Figure 1:
Company Organization Chart










SRRE and
its subsidiaries, namely, CY-SRRE, LRY, SHXJY, SZXJY, SZXJYB, SZSY, BJXJY, SHSY
and SZGFH are sometimes hereinafter collectively referred to as “the
Company.”





The principal activities of the Company
are property brokerage services, real estate marketing services, property
leasing services and property management services in the
PRC.




8


Restatement
Summary





The
Company discovered errors to previously issued financial statements for the
fiscal years ended December 31, 2007, 2006 and 2005 and the condensed financial
statements for period ended March 31, 2007 and 2008, June 30, 2007 and 2008 and
September 30, 2007. The Company has filed the restated financial statements for
these periods to make the correction of the errors.





The first
restatement relates to the recognition of revenue from underwriting sales. The
Company entered into an agreement in 2004 to underwrite an office building in
Suzhou, known as Suzhou Sovereign Building. Under the Underwriting Model, our
commission revenue is equivalent to the price difference between the final
selling price and underwriting price. In marketing of the property, the Company
also launched a promotional package by entering into leasing agreements with
certain buyers to lease the properties for them. The leasing period started in
the second quarter of 2006, and in the leasing period the Company has the right
to sublease the leased properties to earn rental income. The Company recognised
commission revenue from underwriting service when the property developer and the
buyer complete a property sales transaction, which is normally at the time when
the property developer has confirmed that the predetermined level of sales
proceeds have been received from buyers. The Company accounted for its liability
for its obligations under a guarantee in accordance with FASB Interpretation No.
45, (FIN45) Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Direct Guarantees of Indebtedness of Others. It is the only
underwriting agreement the Company entered since its incorporation.





The
Company has subsequently determined that the correct application of accounting
principles had not been applied for the recognition of underwriting sales
revenue. In this correction, the financial statements for the years ended
December 31, 2007 and 2006 and 2005 were restated to increase the Company’s
deferred tax assets, advances to venturers and deposits received from
underwriting sales by deferring revenue recognition from the closing of the
sale, to generally when the remaining maximum exposure to loss is reduced below
the amount of gain deferred. As a result, the Company’s net asset values as of
December 31, 2007, 2006 and 2005 were reduced by $5,574,548, $5,315,410 and
$1,806,588, respectively. The Company’s net assets values as of March 31, 2008
and 2007 were reduced by $5,573,877 and $5,110,044 respectively. The correction
of this error reduced the Company’s losses for the year ended December, 2007 by
$157,811 and reduced the Company’s profit for the year ended December 31, 2006
and 2005 by $3,365,274 and $1,779,656, respectively. The correction of this
error does not have any effect on Company’s income statement for the period
ended March 31, 2008 and 2007.





The
second restatement relates to correct the overstatement of the minority
shareholders’ share of the Company’s result by $111,135.  As a result
of the correction of this item, the Company’s financial statements for the year
ended 2007 were restated and the Company’s loss for the year ended December 31,
2007 were reduced by $106,759 and total of the accumulated losses and
accumulated other comprehensive income as of December 31, 2007 and March 31,
2008 were reduced by $111,135and $115,658 respectively.





The third
restatement relates to correct the unprovided commission accrual of $335,873 and
the under-provision for China taxes of $566,879 for the year ended December 31,
2006. The effect of this restatement was taken up in the 10KSB for year ended
December 31, 2007 and 2006, which were filed on May 16, 2008. As a result of the
correction, the retained earnings and accumulated other comprehensive income for
period ended March 31, 2007 were reduced by $902,752 in total.





The
fourth restatement relates to reclassifying from the cost of revenue to minority
interest in regards to the venturers’ profit sharing of the underwriting sales
project. As a result of the reclassification, the cost of revenue in 2006 was
reduced by $579,729.





The fifth
restatement relates to recognize an accrual for onerous contracts which is equal
to the difference between the present value of the sublease income and the
present value of the associated lease expense at appropriate discount rate. The
provisions for onerous contacts for the year ended December 31, 2007 and 2006
were $252,070 and $283,741, respectively while provision for onerous contracts
for the period ended March 31, 2008 and 2007 were $521,088 and $322,667,
respectively. As a result of the restatement, the retained earnings and
accumulated other comprehensive income for 2007 and 2006 were reduced by
$535,811 and $283,741, respectively. The retained earnings and accumulated other
comprehensive income for period ended March 31, 2008 and March 31, 2008 are
reduced by $521,088 and $322,667 respectively. The net loss for period ended
March 31, 2008 reduced by $14,723 and loss for period ended March 31, 2007 are
increased by $38,926.





9




The
following summarizes the above restatements.




For
      the year ended December 31, 2007As
      reported
            
            
            Adjustments
            
            
            As
      restatedDeferred
      tax assets
            
            $
            -
            
            
            $
            1,021,059
            
            
            $
            1,021,059Amount
      due from venturers
            
            
            79,662
            
            
            
            989,822
            
            
            
            1,069,484Other
      payables and accrued expenses
            
            
            2,074,833
            
            
            
            378,000
            
            
            
            2,452,833Deposits
      received from underwriting sales
            
            
            -
            
            
            
            7,743,240
            
            
            
            7,743,240Minority
      interest of consolidated subsidiaries
            
            
            542,809
            
            
            
            (111,135
            )
            
            
            431,674Retained
      earnings (Accumulated losses)
            
            
            (741,548
            )
            
            
            (5,416,175
            )
            
            
            (6,157,723
            )Accumulated
      other comprehensive income
            
            
            1,308,047
            
            
            
            (583,049
            )
            
            
            724,998Cost
      of revenues
            
            
            6,711,704
            
            
            
            94,259
            
            
            
            6,805,963Minority
      interest of consolidated subsidiaries – Income statements
            
            
            157,589
            
            
            
            (106,759
            )
            
            
            50,830Net
      profit (loss)
            
            
            (4,765,749
            )
            
            
            (12,500
            )
            
            
            (4,753,249
            )





For
      the year ended December 31, 2006As
      reported
            
            
            Adjustments
            
            
            As
      restatedDeferred
      tax assets
            
            $
            142,842
            
            
            $
            795,292
            
            
            $
            938,134Amounts
      due from venturers
            
            
            1,939,616
            
            
            
            159,174
            
            
            
            2,098,790Other
      payables and accrued expenses
            
            
            1,874,577
            
            
            
            283,741
            
            
            
            2,158,318Deposits
      received from underwriting sales
            
            
            -
            
            
            
            7,243,366
            
            
            
            7,243,366Income
      tax payable
            
            
            1,933,491
            
            
            
            (142,842
            )
            
            
            1,790,649Amounts
      due to venturers
            
            
            1,410,377
            
            
            
            1,410,377
            
            
            
            -Minority
      interest of controlled joint venture
            
            
            -
            
            
            
            579,729
            
            
            
            579,729Retained
      earnings (Accumulated losses)
            
            
            4,857,948
            
            
            
            (5,428,675
            )
            
            
            (570,727
            )Accumulated
      other comprehensive income
            
            
            456,743
            
            
            
            (170,476
            )
            
            
            286,267Net
      revenues
            
            
            16,417,471
            
            
            
            (4,905,767
            )
            
            
            11,511,704Cost
      of revenues
            
            
            7,246,933
            
            
            
            (1,285,810
            )
            
            
            5,961,123Income
      tax
            
            
            1,767,088
            
            
            
            (550,667
            )
            
            
            1,216,421Minority
      interest of consolidated joint venture – Income statements
            
            
            -
            
            
            
            579,729
            
            
            
            579,729Net
      profit (loss)
            
            
            2,773,310
            
            
            
            (3,649,019
            )
            
            
            (875,709
            )





For
      the year ended December 31, 2005As
      reported
            
            
            Adjustments
            
            
            As
      restatedDeferred
      tax assets
            
            $
            144,333
            
            
            $
            214,590
            
            
            $
            358,923Deposits
      received from underwriting sales
            
            
            -
            
            
            
            2,165,511
            
            
            
            2,165,511Income
      tax payable
            
            
            511,700
            
            
            
            (144,333
            )
            
            
            367,367Retained
      earnings (Accumulated losses)
            
            
            2,559,836
            
            
            
            (1,779,656
            )
            
            
            780,180Accumulated
      other comprehensive income
            
            
            147,349
            
            
            
            (26,932
            )
            
            
            120,417Net
      revenues
            
            
            10,880,468
            
            
            
            (2,133,234
            )
            
            
            8,747,234Income
      tax
            
            
            500,732
            
            
            
            (353,578
            )
            
            
            147,154Net
      profit
            
            
            2,096,143
            
            
            
            (1,779,656
            )
            
            
            316,487


10




For
      the period ended March 31, 2007As
      reported
            
            
            Adjustments
            
            
            As
      restatedDeferred
      tax assets
            
            
            144,218
            
            
            
            805,491
            
            
            
            949,709Amounts
      due from venturers
            
            
            1,958,300
            
            
            
            989,822
            
            
            
            2,948,122Other
      payables and accrued expenses
            
            
            1,011,452
            
            
            
            658,540
            
            
            
            1,669,998Deposits
      received from underwriting sales
            
            
            -
            
            
            
            7,313,048
            
            
            
            7,313,048Income
      tax payable
            
            
            1,217,319
            
            
            
            422,661
            
            
            
            1,639,980Amounts
      due to venturers
            
            
            1,410,377
            
            
            
            (579,729
            )
            
            
            830,648Minority
      interest of consolidated project venturers
            
            
            -
            
            
            
            579,729
            
            
            
            579,729Retained
      earnings (Accumulated loss)
            
            
            4,353,351
            
            
            
            (6,352,238
            )
            
            
            (1,998,887
            )Accumulated
      other comprehensive income
            
            
            598,990
            
            
            
            (246,671
            )
            
            
            352,319Cost
      of revenues
            
            
            1,250,692
            
            
            
            38,926
            
            
            
            1,289,618Net
      loss
            
            
            1,389,235
            
            
            
            38,926
            
            
            
            1,428,162





For
      the period ended March 31, 2008As
      reported
            
            
            Adjustments
            
            
            As
      restatedOther
      payables and accrued expenses
            
            
            1,414,422
            
            
            
            363,276
            
            
            
            1,777,698Amounts
      due from venturers
            
            
            14,518
            
            
            
            989,822
            
            
            
            1,004,340Deferred
      tax assets
            
            
            -
            
            
            
            1,073,326
            
            
            
            1,073,326Deposits
      received from underwriting sales
            
            
            -
            
            
            
            8,058,309
            
            
            
            8,058,309Minority
      interest
            
            
            554,672
            
            
            
            (115,658
            )
            
            
            439,014Accumulated
      losses
            
            
            (2,070,302
            )
            
            
            (5,401,452
            )
            
            
            (7,471,754
            )Accumulated
      other comprehensive income
            
            
            1,533,939
            
            
            
            (841,327
            )
            
            
            692,612Cost
      of revenues
            
            
            1,317,647
            
            
            
            (14,723
            )
            
            
            1,032,924Net
      loss
            
            
            1,328,754
            
            
            
            (14,723
            )
            
            
            1,314,031




NOTE
2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis
of Accounting and Principles of Consolidation





The
consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America and present the
financial statements of SRRE and its subsidiaries, CY-SRRE, LRY, SHXJY, SZXJY,
SZXJYB, SZSY, BJXJY, SHSY and SZGFH.  All inter-company transactions
and balances have been eliminated.





Foreign
Currency Translation and Transactions





The
functional currency of SRRE, CY-SRRE and LRY is United States Dollars (“US$”)
and the financial records are maintained and the financial statements prepared
in US $. The functional currency of SHXJY, SZXJY, SZXJYB, SZSY, BJXJY, SHSY and
SZGFH is Renminbi (“RMB”) and the financial records are maintained and the
financial statements prepared in RMB.





Foreign
currency transactions during the period are translated into each company’s
denominated currency at the exchange rates ruling at the transaction dates. Gain
and loss resulting from foreign currency transactions are included in the
consolidated statement of operations. Assets and liabilities denominated in
foreign currencies at the balance sheet date are translated into each company’s
denominated currency at period end exchange rates.  All exchange
differences are dealt with in the consolidated statements of
operations.





The
financial statements of the Company’s operations based outside of the United
States have been translated into US$ in accordance with SFAS
52.  Management has determined that the functional currency for each
of the Company’s foreign operations is its applicable local
currency.  When translating functional currency financial statements
into US$, period-end exchange rates are applied to the consolidated balance
sheets, while average period rates are applied to consolidated statements of
operations.  Translation gains and losses are recorded in translation
reserve as a component of shareholders’ equity.




11




The
exchange rate between US$ and RMB had little fluctuation during the periods
presented.  The rates ruling as of March 31, 2008 and December 31,
2007 are US$1: RMB7.019 and US$1: RMB7.3046, respectively.





Property,
Plant, Equipment and Depreciation





Property,
plant and equipment are stated at cost. Depreciation is computed using the
straight-line method to allocate the cost of depreciable assets over the
estimated useful lives of the assets as follows:





Estimated
      Useful Life (in years)Furniture
      and fixtures
            
            
            5-10Computer
      and office equipment
            
            
            5Motor
      vehicles
            
            
            5Properties
            
            
            20





Maintenance,
repairs and minor renewals are charged directly to the statement of operations
as incurred.  Additions and improvements are
capitalized.  When assets are disposed of, the related cost and
accumulated depreciation thereon are removed from the accounts and any resulting
gain or loss is included in the statement of operations.





Investment
property





Investment
properties are stated at cost.  Depreciation is computed using the
straight-line method to allocate the cost of depreciable assets over the
estimated useful lives of 20 years.





Significant
additions that extend property lives are capitalized and are depreciated over
their respective estimated useful lives. Routine maintenance and repair costs
are expensed as incurred. The Company reviews its investment property for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an investment property may not be recoverable.





Use
of Estimates





The
preparation of financial statements in accordance with generally accepted
accounting principles requires the Company’s management to make estimates and
assumptions that affect 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.





Advertising
Costs





All
advertising costs incurred in the promotion of the Company’s real estate
projects are expensed as incurred.





Revenue
Recognition





Agency
commission revenue from property brokerage is recognized when the property
developer and the buyer complete a property sales transaction, and the property
developer grant confirmation to us to be able to invoice them accordingly, which
is normally at the time when the property developer receives from the buyer a
portion of the sales proceeds in accordance with the terms of the relevant
property sales agreement, or the balance of the bank loan to the buyer has been
funded, or recognized under the sales schedule or other specific items of agency
sales agreement with developer.





Revenue
from marketing consultancy services is recognized when services are provided to
clients.





The
Company accounts for underwriting sales in accordance with SFAS No. 66
“Accounting for Sales of Real Estate” (SFAS 66). The gain on underwriting sales
is recognized when the criteria in SFAS No. 66 have been met, generally at the
time title is transferred and the Company no longer has substantial continuing
involvement with the real estate asset sold. If the Company provides certain
rent guarantees or other forms of support where the maximum exposure to loss
exceeds the gain, it defers the related commission income and expenses by
applying the deposit method. In future periods, the commission income and
related expenses are recognized when the remaining maximum exposure to loss is
reduced below the amount of gain deferred.





Rental
revenue from property management and rental business is recognized on a
straight-line basis according to the time pattern of the leasing
agreements.




12





All
revenues represent gross revenues less sales and business tax.





Net
Earnings per Common Share





The
Company computes net earnings per share in accordance with SFAS No. 128,
“Earnings per Share.”  Under the provisions of SFAS No. 128, basic net
earnings per share is computed by dividing the net earnings available to common
shareholders for the period by the weighted average number of shares of common
stock outstanding during the period.  The calculation of diluted net
earnings per share gives recognizes common stock equivalents, however; potential
common stock in the diluted EPS computation is excluded in net loss periods, as
their effect is anti-dilutive.








Income
Taxes





The
Company accounts for income taxes in accordance with SFAS No. 109 “Accounting
for Income Taxes.”  Under SFAS No. 109, deferred tax liabilities or
assets at the end of each period are determined using the tax rate expected to
be in effect when taxes are actually paid or recovered.  Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.





We
continue to account for income taxcontingencies using a
benefit recognition model.Beginning January 1,
2007, if we consider that a tax position is 'more likely than not' of being
sustained upon audit, based solely on the technical merits of the position, we
recognize the benefit. We measure the benefit by determining the amount that is
greater than 50% likely of being realized upon settlement, presuming that the
tax position is examined by the appropriate taxing authority that has full
knowledge of all relevant information. These assessments can be complex and we
often obtain assistance from external advisors.




Under the
benefit recognition model,if our initial assessment fails to result in the recognition of a tax
benefit, we regularly monitor our position and subsequently recognize the tax
benefit if there are changes in tax law or analogous case law that sufficiently
raise the likelihood of prevailing on the technical merits of the position to
more likely than not; if the statute of limitations expires; or if there is a
completion of an audit resulting in a settlement of that tax year with the
appropriate agency.




Uncertain
tax positions, represented by liabilities on our balance sheet, are now
classified as current only when we expect to pay cash within the next 12 months.
Interest and penalties, if any, continue to be recorded in Provision for taxes
on income and are classified on the balance sheet with the related tax
liability.




Historically,
our policy had been to account for income tax contingencies based on whether we
determined our tax position to be 'probable' under current tax law of being
sustained, as well as an analysis of potential outcomes under a given set of
facts and circumstances.In addition, we
previously considered all tax liabilities as current once the associated tax
year was under audit.




Non-employee
stock based compensation





The cost
of stock based compensation awards issued to non-employees for services are
recorded at either the fair value of the services rendered or the instruments
issued in exchange for such services, whichever is more readily determinable,
using the measurement date guidelines enumerated in Emerging Issues Task Force
Issue ("EITF") 96-18, "Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services" ("EITF 96-18").





Segment
Information





The
Company believes that it operates in one business segment. Management does with
the business as consisting of several revenue streams; however it is not
possible to attribute assets or indirect costs to the individual streams other
than direct expenses.





13




NOTE
3 - PROMISSORY DEPOSITS





The
balance of $723,750 represents the deposits placed with several property
developers in respect of a number of real estate projects where the Company is
appointed as sales agent.





NOTE
4 – AMOUNTS DUE FROM VENTURERS





The
Company has entered into co-operation agreements with two venturers (one of them
is an independent third party; the other is the Company’s ex-director, Chang
Shu-Ching) to jointly carry out a property underwriting project for a commercial
building in Suzhou, the PRC.  According to the agreements, the
Company, Chang Shu-Ching and the other venturer are entitled to share 65%, 10%
and 25% of the net results of the project, respectively. On February 14, 2007,
the venturers entered into an additional agreement that Chang Shu-Ching obtained
25% of the net results of the project from the other venturer. As a result, the
Company and Chang Shu-Ching are entitled to share 65% and 35% of the net results
of the project, respectively.





NOTE
5 - OTHER RECEIVABLES AND DEPOSITS





March
      31,
            
            
            December
      31,2008
            
            
            2007Advances
      to staff
            
            $
            17,417
            
            
            $
            20,486Rental
      deposits
            
            
            94,099
            
            
            
            101,370Prepaid
      rental
            
            
            482,868
            
            
            
            406,833Renovation
      work deposit
            
            
            257,253
            
            
            
            -Other
      receivables
            
            
            94,510
            
            
            
            73,684$
            946,147
            
            
            $
            602,373




NOTE 6 – PROPERTY, PLANT AND
EQUIPMENT – NET





March
      31,
            
            
            December
      31,2008
            
            
            2007Furniture
      and fixtures
            
            $
            146,972
            
            
            $
            133,970Computer
      and office equipment
            
            
            301,322
            
            
            
            275,988Motor
      vehicles
            
            
            677,711
            
            
            
            618,024Properties
            
            
            2,155,502
            
            
            
            2,071,2253,281,507
            
            
            
            3,099,207Less:
      Accumulated depreciation
            
            
            (529,583
            )
            
            
            (579,622
            )$
            2,751,924
            
            
            $
            2,519,585





All above
properties as of March 31, 2008 and as of December 31, 2007 were pledged to
secure a loan in note 10.




NOTE
7 – EQUITY INVESTMENT





On
September 11, 2007, SHSY invested a 19% equity interest in a PRC company named
Suzhou Bin Fen Nian Dai Administration Consultancy Company Limited
(“SZBFND”).


14




NOTE
8 – INVESTMENT PROPERTIES





March
      31,
            
            
            December
      31,2008
            
            
            2007Investment
      property
            
            $
            8,421,592
            
            
            $
            8,092,319Less:
      Accumulated depreciation
            
            
            (432,218
            )
            
            
            (292,091
            )$
            7,989,374
            
            
            $
            7,800,228





During
the past three years, the Company made some property investments in Suzhou by
acquiring one floor and six units of the Sovereign Building.  The
properties under development were completed on March 31, 2006 and we have paid
the full purchase price to the property developer. The Company decided that
these properties will be held for long-term investment purposes. As of June 30,
2007, the title for these properties had been transferred to the
Company.  On September 19, 2007, the Bank of Jiangsu, Suzhou Branch
and SHSY entered into an agreement for the sale of two units of the Suzhou
Sovereign Building to the Bank of Jiangsu. As of December 31, 2007, the title of
these two units had been transferred to the purchaser. Following the disposal,
the investment property included one floor and four units of a commercial
building in Suzhou, the PRC, which was acquired by the Company for long-term
investment purposes.





As of May
10, 2008, the four units of the Sovereign Building were leased to SZBFND, a
related party of the Company, and the remaining one floor of the Sovereign
Building was still available for lease.





All above
investment properties as of March 31, 2008 were pledged to secure a loan in note
10.




NOTE
9 – DEFERRED TAX ASSET





The net
deferred tax assets from continuing operations are determined under the
liability method based on the difference between the financial statement and tax
basis of assets and liabilities as measured by the enacted statutory tax rates.
The deferred tax provision (benefit) is the result of changes in these temporary
differences. As of December 31, 2007 and March 31, 2008, the tax effect of the
temporary differences mainly represent the deferred tax assets arising from the
deferred gain of the underwriting sale using the deposit method.




NOTE
10 - BANK LOANS





Bank
loans of March 31, 2008 included two bank loans, as listed below:





First,
the balance includes a bank loan of $5,686,625. This bank loan is repayable
before August 2, 2010 and bears interest at a rate of 8.217% per annum. This
bank loan is secured by the properties as mentioned in Note 8 above. The
repayment schedule of this bank loan is as follows:




February
      1, 2010
            
            $
            1,424,704August
      2, 2010
            
            $
            4,261,921





Pursuant
to the relevant loan agreement, the using of the bank loan after repaying
certain bank loans at the date of the loan agreement date is restricted to pay
for deposits and expenditures incurred in performing any real estate marketing
projects of the Company.; and approval from the lending bank is required for any
drawings in excess of RMB1 million from the remaining balance. This balance is
recorded as restricted cash on the balance sheet.





Second,
the remaining bank loan of US$548,512 bears interest at 6.48% per annum, and is
repayable before December 15, 2010 in monthly installments. The bank loan is
secured by the properties as mentioned in Note 6 above.


15





NOTE
11 – PROMISSORY NOTES PAYABLE





There are
four promissory notes, as listed below:





First, the balance includes a
promissory note of $211,111. This promissory note of $211,111 bears interest at
a rate of 5% per annum. The promissory note is unsecured and will be repayable
before October 31, 2009.





Second, the balance includes a
promissory note of $75,000 and accrued interest of $7,917 thereon. This
promissory note of $75,000 bears interest at a rate of 5% per annum. This
promissory note is unsecured and the term of repayment is not specifically
defined.





Third, the balance includes a
promissory note of $300,000. This promissory note of $300,000 bears interest at
a rate of 15% per annum. This promissory note is unsecured and the term of
repayment is not specifically defined.





Four, the
balance includes an outstanding balance of $137,370 of a promissory note, which
is unsecured, bears interest at a rate of 1.5% per month. This promissory was
fully settled in April 2008.




NOTE
12 – AMOUNTS WITH RELATED PARTIES AND DIRECTORS





A related
party is an entity that can control or significantly influence the management or
operating policies of another entity to the extent one of the entities may be
prevented from pursuing its own interests. A related party may also be any party
the entity deals with that can exercise that control.





Amount due to
director




Prior to April 25, 2005, the amount due
to one of the directors was interest-free. Thereafter, the amount due to this
director has borne interest at a rate of 9.6% per annum. As of March 31, 2008,
the balance of $69,975 includes principal of $62,742 and accrued interest of
$7,233 thereon. The principal is unsecured and the term of repayment is not
specifically defined.





Amount due from related
party




The
amount represents an advance to SZBFND which is unsecured, interest free and has
no fixed term of repayment.





Amount due to related
party




The
amount represents a rental deposits received from SZBFND.




NOTE
13 - OTHER PAYABLES AND ACCRUED EXPENSES





March
      31,
            
            
            December
      31,2008
            
            
            2007(Restated)
            
            
            (Restated)Accrued
      staff commission & bonus
            
            $
            250,525
            
            
            $
            1,013,650Rental
      deposits received
            
            
            594,614
            
            
            
            519,352Accrual
      for onerous contracts
            
            
            521,087
            
            
            
            535,811Other
      payables
            
            
            411,472
            
            
            
            384,020$
            1,777,698
            
            
            $
            2,452,833




NOTE
14 – OTHER TAX PAYABLE





Other tax
payable mainly represents PRC business tax which is charged at a rate of 5% on
the revenue from services rendered. The amount of PRC business tax charged for
the period ended March 31, 2008 was $70,098.


16





NOTE
15- COMMITMENTS AND CONTINGENCIES





Operating Lease
Commitments





During
the three months ended March 31, 2008 and 2007, the Company incurred lease
expenses amounting to $99,943 and $74,337, respectively. As of March 31, 2008,
the Company had commitments under operating leases, requiring annual minimum
rentals as follows:





March
      31,
            
            
            December
      31,2008
            
            
            2007Within
      one year
            
            $
            179,315
            
            
            $
            132,628Two
      to five years
            
            
            145,645
            
            
            
            133,847Operating
      lease commitments
            
            $
            324,960
            
            
            $
            266,475





In order
to distribute the properties of the Sovereign Building underwriting project,
during the year of 2005, the Company launched a promotional package by entering
into leasing agreements with certain buyers to lease the properties for them.
These leasing agreements on these properties are for 62% of the floor space that
was sold to third party buyers. In accordance with the leasing agreements, the
owners of the properties can enjoy an annual rental return of 8.5% and 8.8% per
annum for a period of 5 years and 8 years, respectively.  The leasing
period started in the second quarter, 2006, and the Company has the right to
sublease the leased properties to cover these lease commitments in the leasing
period.  As of March 31, 2008, 115 sub-leasing agreements have been
signed, the area of these sub-leasing agreements represented 89% of total area
with these lease commitments.





As of
March 31, 2008, the lease commitments under the above promotional package are as
follows:





March
      31,
            
            
            December
      31,2008
            
            
            2007Within
      one year
            
            $
            3,171,206
            
            
            $
            3,047,216Two
      to five years
            
            
            7,938,705
            
            
            
            8,412,157Over
      five years
            
            
            2,254,351
            
            
            
            2,181,446Operating
      lease commitments arising from the promotional package
            
            $
            13,364,262
            
            
            $
            13,640,819





An
accrual for onerous contracts was recognized which is equal to the difference
between the present value of the sublease income and the present value of the
associated lease expense at appropriate discount rate. The accrual for onerous
contacts as of December 31, 2007 and 2006 were $535,811 and $521,087,
respectively.





According
to the sub-leasing agreements that have been signed through March 31, 2008, the
rental income from these sub-leasing agreements will be $2,203,478 within one
year and $1,811,168 within two to five years. However, no assurance can be given
that we can collect all of the rental income. According to the leasing
agreements, the Company has an option to terminate any agreement by paying a
predetermined compensation. As of March 31, 2008, the compensation to terminate
all leasing agreements is $3,069,463.




NOTE
16 –DEPOSITS RECEIVED FROM UNDERWRTING SALES





The
Company accounts for its underwriting sales revenue with underwriting rent
guarantees in accordance with SFAS No. 66 “Accounting for Sales of Real Estate”
(SFAS 66). Under SFAS 66, the deposit method should be used for the revenue from
the sales of floor space with underwriting rent guarantees until the rental
revenues generated by sub-leasing properties exceed the guaranteed rental amount
due to the purchasers.




NOTE
17 – STATUTORY RESERVE





According
to the relevant corporation laws in the PRC, a PRC company is required to
transfer at least 10% of its profit after taxes, as determined under accounting
principles generally accepted in the PRC, to the statutory reserve until the
balance reaches 50% of its registered capital.  The statutory reserve
can be used to make good on losses or to increase the capital of the relevant
company.




17




NOTE
18– ACCUMULATED OTHER COMPREHENSIVE INCOME





As of
March 31, 2008, the only component of accumulated other comprehensive income was
translation reserve.




NOTE
19 – CONCENTRATION OF CUSTOMERS





During
the three months ended March 31, 2008 and 2007, the following customer accounted
for more than 10% of total net revenue:





Percentage
      of Net Sales
              Three
      Months Ended
              March
      31,
            
            
            Percentage
      of
              Accounts
      Receivable
              as
      at March 31,2008
            
            
            2007
            
            
            2008
            
            
            2007(Unaudited)Customer
      A
            
            
            15
            %
            
            
            *
            
            
            
            *
            
            
            
            *Customer
      B
            
            
            11
            %
            
            
            *
            
            
            
            *
            
            
            
            *Customer
      C
            
            
            *
            
            
            
            *
            
            
            
            21
            %
            
            
            *Customer
      D
            
            
            *
            
            
            
            *
            
            
            
            19
            %
            
            
            *Customer
      E
            
            
            *
            
            
            
            16
            %
            
            
            *
            
            
            
            69
            %Customer
      F
            
            
            *
            
            
            
            11
            %
            
            
            *
            
            
            
            *





* less
than 10%


18


ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND
RESULTS OF OPERATIONS





CAUTIONARY
STATEMENT





The
following Management’s Discussion and Analysis (“MD&A”) is intended to help
the reader understand Sunrise Real Estate Group, Inc. (“SRRE”). The MD&A is
provided as a supplement to, and should be read in conjunction with, our
financial statements and the accompanying notes. The information contained in
this quarterly report on Form 10-Q is not a complete description of our business
or the risks associated with an investment in our common stock. We urge you to
carefully review and consider the various disclosures made by us in this report
and in our other reports filed with the Securities and Exchange Commission, or
SEC, including but not limited to our annual report on Form 10-KSB for the year
ended December 31, 2007, which discusses our business in greater
detail.





In this
report we make, and from time to time we otherwise make, written and oral
statements regarding our business and prospects, such as projections of future
performance, statements of management’s plans and objectives, forecasts of
market trends, and other matters that are 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. Statements containing the words or phrases
“will likely result,” “are expected to,” “will continue,” “is anticipated,”
“estimates,” “projects,” “seeks”, “believes,” “expects,” “anticipates,”
“intends,” “target,” “goal,” “plans,” “objective,” “should” or similar
expressions identify forward-looking statements, which may appear in documents,
reports, filings with the Securities and Exchange Commission, news releases,
written or oral presentations made by officers or other representatives made by
us to analysts, stockholders, current or potential investors, news organizations
and others, and discussions with management and other of our representatives,
customer and suppliers. For such statements, we claim the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.





Our
future results, including results related to forward-looking statements, involve
a number of risks and uncertainties. No assurance can be given that the results
reflected in any forward-looking statements will be achieved. Any
forward-looking statement speaks only as of the date on which such statement is
made. Our forward-looking statements are based upon assumptions that are
sometimes based upon estimates, data, communications and other information from
suppliers, government agencies and other sources that may be subject to
revision. Except as required by law, we do not undertake any obligation to
update or keep current either (i) any forward-looking statement to reflect
events or circumstances arising after the date of such statement, or (ii) the
important factors that could cause our future results to differ materially from
historical results or trends, results anticipated or planned by us, or which are
reflected from time to time in any forward-looking statement.





In
addition to other matters identified or described by us from time to time in
filings with the SEC, there are several important factors that could cause our
future results to differ materially from historical results or trends, results
anticipated or planned by us, or results that are reflected from time to time in
any forward-looking statement. Some of these important factors, but not
necessarily all important factors, include those relating to our ability to
raise money and grow our business, and potential difficulties in integrating new
acquisitions with our current operations, especially as they pertain to foreign
markets and market conditions.  Please also refer to the section
entitled “Risk Factors” in our Annual Report on Form 10-KSB for the year ended
December 31, 2007.




OVERVIEW





In
October 2004, the former shareholders of Sunrise Real Estate Development Group,
Inc. (Cayman Islands) (“CY-SRRE”) and LIN RAY YANG Enterprise Ltd. (“LRY”)
acquired a majority of our voting interests in a share
exchange.  Before the completion of the share exchange, SRRE had no
continuing operations, and its historical results would not be meaningful if
combined with the historical results of CY-SRRE, LRY and their
subsidiaries.





As a
result of the acquisition, the former owners of CY-SRRE and LRY hold a majority
interest in the combined entity.  Generally accepted accounting
principles require in certain circumstances that a company whose shareholders
retain the majority voting interest in the combined business be treated as the
acquirer for financial reporting purposes.  Accordingly, the
acquisition has been accounted for as a “reverse acquisition” arrangement
whereby CY-SRRE and LRY are deemed to have purchased SRRE.  However,
SRRE remains the legal entity and the Registrant for Securities and Exchange
Commission reporting purposes.  The historical financial statements
prior to October 5, 2004 are those of CY-SRRE and LRY and their
subsidiaries.  All equity information and per share data prior to the
acquisition have been restated to reflect the stock issuance as a
recapitalization of CY-SRRE and LRY.




19





SRRE and
its subsidiaries, namely, CY-SRRE, LRY, Shanghai Xin Ji Yang Real Estate
Consultation Company Limited (“SHXJY”), Suzhou Xin Ji Yang Real Estate
Consultation Company Limited (“SZXJY”), Beijing Xin Ji Yang Real Estate
Consultation Company Limited (“BJXJY”), Shanghai Shangyang Real Estate
Consultation Company Limited (“SHSY”), Suzhou Gao Feng Hui Property Management
Company Limited (“SZGFH”), Suzhou Shang Yang Real Estate Consultation Company
Limited (“SZSY”) and Suzhou Xin Ji Yang Real Estate Brokerage Company
Limited(“SZXJYB”) are sometimes hereinafter collectively referred to as “the
Company,” “our,” or “us”.  The principal activities of the Company are
real estate agency sales, real estate marketing services, real estate
investments, property leasing services and property management services in the
PRC.





RECENT
DEVELOPMENTS





Before
2004, our major business was an agency business, whereby our only subsidiary at
the time, SHXJY, contracted with property developers to market and sell their
newly developed property units.  For these services we earned a
commission fee calculated as a percentage of the sales prices. SHXJY has focused
its sales on the whole China market, especially in secondary cities. To expand
our agency business, SHXJY has established branches in NanChang, YangZhou,
NanJing and ChongQing, and subsidiaries in Suzhou and Beijing.





In 2004,
through another subsidiary, SHSY, we ventured into a higher risk business model
(the “Underwriting Model”) whereby our commission is not calculated as a
percentage of the sales price but is equal to the price difference between the
final sales price and the underwriting price. In this model, we negotiate with
the developer for an underwriting price that is as low as possible, with the
guarantee that all or a majority of the units will be sold by a specific date.
In return, we have the flexibility to establish the final sales price, and earn
the price difference between the final sales price and the underwriting price.
The risk in this kind of agreement is that if there are any unsold units with
sales guarantees on the expiry date, we may have to buy them from developers at
the underwriting price. If that occurs we would hold these units in our
inventory or as investments.





In
February 2004, SHSY entered into a property underwriting agreement with an
independent property developer to underwrite the Sovereign Building Project, a
commercial building located in the Suzhou Industry Park in Suzhou, PRC, at a
fixed underwriting price.  As the sole distribution agent for this
office building, SHSY committed to a sales target of $56.53 million,
representing all of the units of the building.  We started selling
units in January, 2005.  As of the end of February, 2007, we have sold
or acquired all of the units in the building and achieved the sales target by
selling 47,093 square meters with a total sales price of $75.96 million. The
properties under development were completed on March 31, 2006, and titles to the
properties have been transferred to the respective buyers.





During
the past three years, SHSY has also made some property investments in Suzhou by
acquiring one floor and six units of the Sovereign Building.  The
properties under development were completed on March 31, 2006, and we have paid
the full purchase price to the property developer. The Company decided that
these properties will be held for long-term investment purposes. In 2007, the
title for these properties has been transferred to the Company.  On
September 19, 2007, Bank of Jiangsu, Suzhou Branch and SHSY entered into an
agreement for the sale of two units of the Suzhou Sovereign
Building.  As of December 31, 2007, the title of these two units has
been transferred to the purchaser.





During
2005 SZGFH launched a promotional package by entering into leasing agreements
with certain buyers to lease the properties for them. These leasing agreements
on the Sovereign Building are for 62% of the floor space that was sold to third
party buyers. In accordance with the leasing agreements, the owners of the
properties can enjoy an annual rental return at 8.5% and 8.8% per annum for a
period of 5 years and 8 years, respectively.  The leasing period
started in the second quarter of 2006, and as of March 31, 2008, 115 sub-leasing
agreements were signed. The area represented by the signed sub-leasing
agreements represents 89% of the total area represented by lease commitments. As
of May 10, 2008, 120 sub-leasing agreements have been signed, the area of these
signed sub-leasing agreements represent 93% of total area that have lease
commitments.




RECENTLY
ISSUED ACCOUNTING STANDARDS





In
February 208, the FASB issued FSP FAS 157-2, which delayed the effective date of
SFAS No 157 to fiscal years beginning after November 15, 2008 and interim
periods within those fiscal years for all non-financial assets and nonfinancial
liabilities, except those are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually)..  The
Company does not believe that the adoption of SFAS No. 157 will significantly
impact its financial statements.




20





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations,” (“SFAS 141R”) to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial reports about a business combination and its effects.
This Statement applies to all transactions or other events in which an entity
obtains control of one or more businesses, and combinations achieved without the
transfer of consideration. SFAS No. 141 (revised 2007) is effective for business
combinations for which the acquisition date is in on or after the beginning of
the first annual reporting period beginning on or after December 15,
2008.  The impact of adopting SFAS 141R will depend on the nature and
size of the future business combinations the Company consummates after the
effective date.




APPLICATION
OF CRITICAL ACCOUNTING POLICIES





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.  Critical accounting policies for us include
impairment of goodwill, accounting for income taxes, revenue recognition and
equity instruments issued to non-employees.





Goodwill





SFAS No.
142, “Goodwill and Other Intangible Assets,” requires that goodwill be tested
for impairment on an annual basis (December 31 for us) and between annual tests
if an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying value. These events
or circumstances could include a significant change in the business climate,
legal factors, operating performance indicators, competition, sale or
disposition of a significant portion of a company. Application of the goodwill
impairment test requires judgment, including the determination of the fair value
of a company. The fair value of a company is estimated using a discounted cash
flow methodology. This requires significant judgments including estimation of
future cash flows, which is dependent on internal forecasts, estimation of the
long-term rate of growth for our business, the useful life over which cash flows
will occur, and the determination of our weighted average cost of capital.
Changes in these estimates and assumptions could materially affect the
determination of fair value and/or goodwill impairment for a
company.





Income
Taxes





SFAS No.
109, “Accounting for Income Taxes,” establishes financial accounting and
reporting standards for the effect of income taxes. The objectives of accounting
for income taxes are to recognize the amount of taxes payable or refundable for
the current year and deferred tax liabilities and assets for the future tax
consequences of events that have been recognized in an entity’s financial
statements or tax returns. Judgment is required in assessing the future tax
consequences of events that have been recognized in our financial statements or
tax returns. Variations in the actual outcome of these future tax consequences
could materially impact our financial position or results of our
operations.





Revenue
Recognition





Agency
commission revenue from property brokerage is recognized when the property
developer and the buyer complete a property sales transaction, and the property
developer grant confirmation to us to be able to invoice them accordingly, which
is normally at the time when the property developer receives from the buyer a
portion of the sales proceeds in accordance with the terms of the relevant
property sales agreement, or the balance of the bank loan to the buyer has been
funded, or recognized under the sales schedule or other specific items of the
agency sales agreement with developer.





Revenue
from marketing consultancy services is recognized when services are provided to
clients.





The
Company accounts for its underwriting sales revenue with underwriting rent
guarantees in accordance with SFAS No. 66 “Accounting for Sales of Real Estate”
(SFAS 66). Under SFAS 66, the deposit method should be used for the revenue from
the sales of floor space with underwriting rent guarantees until the rental
revenues generated by sub-leasing properties exceed the guaranteed rental amount
due to the purchasers.





Rental
revenue from property management and rental business is recognized on a
straight-line basis according to the time pattern of the leasing
agreements.




21




All
revenues represent gross revenues less sales and business taxes.





Equity Instruments Issued to
Non-Employees





According
to EITF 96-18, the cost for the warrants issued for services was
expensed at either the fair value of the services rendered or the fair value at
the warrant grant dates.




RESULTS OF OPERATIONS





We
provide the following discussion and analyses of our changes in financial
condition and results of operations for the first quarter, 2008, with
comparisons to the first quarter, 2007.





Revenue





The
following table shows the net revenue detail by line of business:





Three
      months ended March 31,2008
            
            
            %
      to total
            
            
            2007
            
            
            %
      to total
            
            
            %
      changeAgency
      sales
            
            $
            746,777
            
            
            
            57
            %
            
            $
            774,372
            
            
            
            68
            %
            
            
            (4
            )%Underwriting
      sales
            
            $
            -
            
            
            
            0
            %
            
            $
            180,062
            
            
            
            16
            %
            
            
            (100
            )%Property
      management
            
            $
            572,768
            
            
            
            43
            %
            
            $
            180,721
            
            
            
            16
            %
            
            
            217
            %Net
      revenue
            
            $
            1,319,545
            
            
            
            100
            %
            
            $
            1,135,155
            
            
            
            100
            %
            
            
            16
            %





The net
revenue in the first quarter, 2008 was $1,319,545, which was an increase of 16%
from $1,135,155 in the first quarter, 2007. In the first quarter, 2008, agency
sales represented 57% of net revenue and property management represented
43%.  In the first quarter, 2007, agency sales represented 68% of net
revenue, underwriting sales represented 16% and property management represented
16%.  The increase in net revenue in the first quarter, 2008 was
mainly due to the increase in our property management.





Agency
sales





Agency
sales represented 57% of our net revenue in the first quarter, 2008 and net
revenue of agency sales in the first quarter, 2008 decreased 4% compared with
same period in 2007. The primary reason was that:




1)
            In
      first quarter, 2008, there were 18 agency sales projects contributing net
      revenue to the Company, compared to 21 projects in the same period in
      2007.




2)
            There
      were several projects in the initial stage, which didn’t contribute net
      revenue to the Company in the first quarter,
  2008.





Because
of our diverse market locations, the current macro economic policies had little
impact on our agency sales business, and we are seeking stable growth in our
agency sales business in 2008. However, there can be no assurance that we will
be able to do so.





Underwriting
sales





As the
Sovereign Building Project was closed in 2007 and the Company was continuing to
seek opportunities in underwriting sales, there was no net revenue of
underwriting sales in the first quarter, 2008.





Property
Management





SZGFH
launched a promotional package by entering into leasing agreements with certain
buyers to lease the properties for them. These leasing agreements on the
Sovereign Building are for 62% of the floor space that was sold to third party
buyers. The leasing period started in the second quarter of 2006, and in the
leasing period SZGFH has the right to sublease the leased properties to earn
rental income. As of March 31, 2008, 115 sub-leasing agreements were signed. The
area of these sub-leasing agreements represents 89% of total area under these
lease commitments. We expect that the income from the sub-leasing business will
be on a stable growth trend in 2008 and that it can cover the lease commitments
in the leasing period as a whole. However there can be no assurance that we will
achieve these objectives.


22


Cost of
Revenue





The
following table shows the cost of revenue detail by line of
business:





Three
      months ended March 31,2008
            
            
            %
      to total
            
            
            2007
            
            
            %
      to total
            
            
            %
      changeAgency
      sales
            
            $
            534,322
            
            
            
            41
            %
            
            $
            509,392
            
            
            
            39
            %
            
            
            5
            %Underwriting
      sales
            
            $
            -
            
            
            
            0
            %
            
            $
            35,424
            
            
            
            3
            %
            
            
            (100
            )%Property
      management
            
            $
            768,602
            
            
            
            59
            %
            
            $
            744,802
            
            
            
            58
            %
            
            
            3
            %Cost
      of revenue
            
            $
            1,302,924
            
            
            
            100
            %
            
            $
            1,289,618
            
            
            
            100
            %
            
            
            1
            %





The cost
of revenue in the first quarter, 2008 was $1,302,924, an increase of 1% from
$1,289,618 in the same period in 2007. In the first quarter, 2008, agency sales
represented 41% of cost of revenue and property management represented 59%. In
the first quarter, 2007, agency sales represented 39% of cost of revenue,
underwriting sales represented 3% and property management represented 58%. The
increase in cost of revenue in first quarter, 2008 was mainly due to the
increase in our property management.





Agency
sales





The cost
of revenue for agency sales in the first quarter, 2008 was $534,322, an increase
of 5% from $509,392 in the same period in 2007. This increase was mainly due to
the increase in our marketing expenses in the first quarter, 2008, compared to
the same period in 2007, the increase of such expenses was $35,025.





Underwriting
sales





As the
Sovereign Building Project was closed in 2007 and the Company was continuing to
seek opportunities in underwriting sales, there was no cost of underwriting
sales in the first quarter, 2008.





Property
management





During
the year of 2005, SZGFH launched a promotional package by entering into leasing
agreements with certain buyers to lease the properties for them.  In
accordance with the leasing agreements, the owners of the properties can enjoy
an annual rental return at 8.5% and 8.8% per annum for a period of 5 years and 8
years, respectively.  The leasing period started in the second
quarter, 2006, and we recognized the rental return under these leasing
agreements as our cost.





Operating
Expenses





The
following table shows operating expenses detail by line of
business:





Three
      months ended March 31,2008
            
            
            %
      to total
            
            
            2007
            
            
            %
      to total
            
            
            %
      changeAgency
      sales
            
            $
            278,451
            
            
            
            90
            %
            
            $
            176,098
            
            
            
            74
            %
            
            
            58
            %Underwriting
      sales
            
            $
            -
            
            
            
            0
            %
            
            $
            33,078
            
            
            
            14
            %
            
            
            (100
            )%Property
      management
            
            $
            32,175
            
            
            
            10
            %
            
            $
            30,333
            
            
            
            12
            %
            
            
            6
            %Operating
      expenses
            
            $
            310,626
            
            
            
            100
            %
            
            $
            239,509
            
            
            
            100
            %
            
            
            30
            %





The
operating expenses in the first quarter, 2008 were $310,626, an increase of 30%
from $239,509 in the same period in 2007. In the first quarter, 2008, agency
sales represented 90% of operating expenses and property management represented
10%.  In the first quarter, 2007, agency sales represented 74% of
operating expenses, underwriting sales represented 14%, and property management
represented 12%.  The increase in operating expenses in the first
quarter of 2008 was mainly due to the increase in our agency
sales.


23


Agency
sales





The
operating expenses for agency sales in the first quarter, 2008 were $278,451
which increased 58% from $176,098 in the same period in 2007.  This
increase was mainly due to the increase in staff costs in the first quarter,
2008, compared to the same period in 2007, the increase of such expenses was
$60,633.





Underwriting
sales





As the
Sovereign Building Project was closed in 2007 and the Company was continuing to
seek opportunities in underwriting sales, there was no operating expense of
underwriting sales in the first quarter, 2008.





Property
management





The
operating expenses for property management in the first quarter, 2008 were
$32,175, an increase of 6% from $30,333 in the same period in
2007.  This increase was mainly due to the increase in staff costs in
the first quarter, 2008, compared to the same period in 2007, the increase of
such expenses was $7,031.





General and Administrative
Expenses





The
general and administrative expenses in first quarter, 2008 were $893,222, as
compared to $894,575 in the first quarter, 2007.





Interest
Expenses





Interest
expenses in the first quarter, 2008 were $143,640, decreasing 29% from $202,562
in the same period in 2007. The interest expenses were mainly incurred for bank
loans and promissory notes payable.




LIQUIDITY AND CAPITAL RESOURCES





In the
first quarter of 2008, our principal sources of cash were revenues from our
agency sales business. We expect these sources of revenues will continue to meet
our cash requirements, including debt service, operating expenses and promissory
deposits for various property projects.





Most of
our cash resources were used to fund our revenue related expenses, such as
salaries and commissions paid to the sales force, daily administrative expenses
and the maintenance of regional offices, and the repayments of our bank loans
and promissory notes.





We ended
the period with a cash position of $2,014,241 (including cash and cash
equivalents of $1,455,685 and restricted cash of $558,556). The Company’s
operating activities used cash in the amount of $257,797 in the first quarter of
2008, which was primarily attributable to the Company’s net loss in the amount
of $1,328,754.





The
Company’s investing activities consumed cash in the amount of $185,353 in the
first quarter, 2008, which was primarily attributable to the decreased in
restricted cash balance.





The
Company’s financing activities used cash in the amount of $526,745 in the first
quarter, 2008, which was primarily attributable to the repayment of promissory
notes.





The
potential cash needs for 2008 will be the repayments of our bank loans and
promissory notes, the rental guarantee payments and promissory deposits for
various property projects.





We
anticipate that our current available funds, cash inflows from providing
property agency services, underwriting services and management services, and
sales proceeds from disposal of investment properties acquired will be
sufficient to meet our anticipated needs for working capital expenditures,
business expansion and the potential cash needs during 2008.


24


If our
business grows more rapidly than we currently predict, we plan to raise funds
through the issuance of additional shares of our equity securities in one or
more public or private offerings.  We will also consider raising funds
through credit facilities obtained with lending institutions.  There
can be no guarantee that we will be able to obtain such funds through the
issuance of debt or equity that are with terms satisfactory to management and
our board of directors.





OFF BALANCE SHEET
ARRANGEMENTS





The
Company has no off-balance sheet arrangements.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





A smaller
reporting company is not required to provide the information required by this
item.




ITEM
4.  CONTROLS AND PROCEDURES





Our
management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), as of March 31, 2008. Based on such evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that as of March 31, 2008, our
disclosure controls and procedures were ineffective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by us in the reports that we file or submit under the Exchange
Act.





During
its review of our financial statements for the period ended June 30, 2008, our
management became aware that our previously reported unaudited consolidated
financial statements filed with our originally-filed Quarterly Report on Form
10-Q for the period ended March 31, 2008, did not properly account for its
underwriting sales revenue and overstated its minority interests. As a result,
we have filed this amended filing to restate our consolidated financial
statements for this period. Management evaluated the impact of our failure to
properly detect this error on our assessment of our disclosure controls and
procedures and has concluded that the control deficiency that resulted in our
failure to detect this error in the review of our quarterly financial statements
represented a material weakness.





We rely
on certain compensating controls, including substantive periodic review of the
financial statements by our Chief Executive Officer, Chief Financial Officer and
Audit Committee.





There
were no changes in our internal controls over financial reporting during the
quarter ended March 31, 2008, that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial
reporting.




25


PART
II - OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





The
Company is not a party to any legal proceedings of a material
nature.





ITEM
2. NREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





ITEM
5. OTHER INFORMATION





None.




ITEM
6.  EXHIBITS




ExhibitNumber
              
              Description31.1
              
              Section
      302 Certification by the Corporation's Chief Executive
      Officer.31.2
              
              Section
      302 Certification by the Corporation's Chief Financial
      Officer.32.1
              
              Section
      1350 Certification by the Corporation's Chief Executive Officer and
      Corporation's Chief Financial Officer.




26




SIGNATURES




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




SUNRISE
      REAL ESTATE GROUP, INC.Date:
      May 14, 2009
              By:
              /s/
      Lin, Chi-JungLin,
      Chi-Jung, Chief Executive Officer


Date:
      May 14, 2009
              By:
              /s/
      Wang Wen-YanWang
      Wen-Yan, Chief Financial Officer




27